Certain Prohibited Transactions Clause Samples
Certain Prohibited Transactions. During the period from the date hereof through the Closing Date, Sellers shall not permit the Company or any Subsidiary to, without the prior written approval of Buyer:
(a) incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for obligations of any other individual, partnership, firm or corporation, or make any loans or advances to any individual, partnership, firm or corporation;
(b) issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities;
(c) except as set forth on Exhibit 7.5 attached hereto, or as otherwise permitted herein, pay or incur any obligation to pay any dividend on its capital stock or make or incur any obligation to make any distribution or redemption with respect to capital stock; PROVIDED, HOWEVER, that, subject to Section 9.2, the Sellers may withdraw cash or cash equivalents to reduce the Minimum Tangible Net Worth to but not less than the amount set forth in Section 9.2 hereof;
(d) make any change to its Certificate of Incorporation or By-laws;
(e) mortgage, pledge or otherwise encumber any of its properties or assets or except as set forth on Exhibit 7.5 attached hereto, sell, transfer or otherwise dispose of any of its properties or assets or cancel, release or assign any indebtedness owed to it or any claims held by it, except in the ordinary course of business and consistent with past practice;
(f) make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other individual, partnership, firm or corporation (including entering into any capitalized leases), except in the ordinary course of business and consistent with past practice;
(g) except as set forth in the Disclosure Schedule, enter into or terminate any material contract or agreement, or make any material change in any of its Leases and Contracts, other than in the ordinary course of business and consistent with past practice; or
(h) do any other act which would cause any representation or warranty of Seller in this Agreement to be or become untrue in any material respect. During the period from the date hereof to the Closing Date, Sellers shall make available such officers and employees whom Buyer may reasonably request to confer on a regular basis as to the business of the Company and report periodically...
Certain Prohibited Transactions. The Company shall not without the prior written approval of Acquiring Corporation and Stockholder:
(a) incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for obligations of any other individual, partnership, firm or corporation, or make any loans or advances to any individual, partnership, firm or corporation, except in the ordinary course of business and consistent with past practice;
(b) issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities;
(c) pay or incur any obligation to pay any dividend on its capital stock or make or incur any obligation to make any distribution or redemption with respect to capital stock;
(d) make any change to its Certificate of Incorporation or bylaws;
(e) mortgage, pledge or otherwise encumber any of its properties or assets or sell, transfer or otherwise dispose of any of its properties or assets or cancel, release or assign any indebtedness owed to it or any claims held by it, except in the ordinary course of business and consistent with past practice;
(f) make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other individual, partnership, firm or corporation, except in the ordinary course of business and consistent with past practice;
(g) enter into or terminate any material contract or agreement, or make any material change in any of its leases and Contracts, other than in the ordinary course of business and consistent with past practice; or
(h) engage in any business other than the type it currently conducts; or
(i) do any other act which would cause any representation or warranty of Acquiring Corporation and the Company in this Agreement to be or become untrue in any material respect.
Certain Prohibited Transactions. The Standby Purchaser hereby covenants that, from and after the date hereof, so long as its commitment hereunder remains in effect, it will not sell, or enter into any agreement relating to the sale (including without limitation any short sale, equity swap or other hedge position) of, any shares of Arch capital stock or, except as otherwise expressly contemplated by this Section 11, engage in any other disposition of such shares that might negatively affect the market price of such shares; provided, however, that the foregoing provision will not apply to any agreement entered into prior to the date hereof (if not entered into in contemplation of the transactions contemplated by the Plan, the Merger Agreement or this letter agreement) or any transaction effected pursuant to the terms thereof. Notwithstanding the immediately preceding sentence, but subject to Section 3 above and Section 12 below, the Standby Purchaser may at any time, as it may determine in its sole and absolute discretion, sell or otherwise transfer, or acquire, or enter into any agreement relating to the sale, transfer or acquisition of, Rights or Unsecured Claims. The Standby Purchaser acknowledges that it has received copies of the Rights Agreement and the amendment thereto attached as Exhibit D to the Merger Agreement (the "Rights Plan Amendment"). Arch hereby covenants that it will not, without the prior written consent of the Standby Purchaser, further amend the Rights Agreement in any manner that would eliminate or reduce the ownership thresholds applicable to the Standby Purchaser thereunder; provided, however, that this sentence shall cease to be of any further force Arch Communications Group, Inc. MobileMedia Communications, Inc. Page 20 or effect at such time after the Effective Date as the Standby Purchaser ceases to beneficially own in the aggregate at least 10.0% of the outstanding shares of Existing Arch Common Stock.
Certain Prohibited Transactions. Except as set forth on Schedule 4.27 hereof, from the date of the Financial Statements, the Company has not (i) entered into any Contract to merge or consolidate with any other Person; (ii) changed the character of its Business, or sold, transferred or otherwise disposed of any assets other than in the ordinary course of business; (iii) entered into any new compensation or benefit Contracts with its employees; (iv) entered into any new or amended, or modified any existing collective bargaining Contract; (v) loaned any money; (vi) issued or contracted to issue any debt or guarantees of debt or otherwise pledged its credit other than in the ordinary course of business; (vii) created or permitted to exist any new Lien on its property or assets; (viii) entered into any joint venture, partnership or other arrangement for the conduct of its Business; (ix) declared or paid any dividend or other distribution in respect of shares of capital stock; (x) made any purchase, redemption or other acquisition, directly or indirectly, of any outstanding shares of its capital stock, (xi) forgiven, released or compromised any indebtedness owed to the Company by any Person except upon full payment or, in the case of any customer, returns and allowances made in the Ordinary Course of Business consistent with past practices; (xii) paid any pension amount not required to be paid under any employee benefit pension plan as described in Section 4.19 hereof; (xiii) purchased any assets or securities of any Person, other than in the Ordinary Course of Business, (xiv) created any new subsidiaries; or (xv) waived any rights or amended, modified, canceled or terminated any Contract.
Certain Prohibited Transactions. Anything to the contrary set forth in this Agreement notwithstanding, the Company shall not, and shall cause its Affiliates not to, directly or indirectly (whether by merger, consolidation or otherwise), acquire, purchase, lease or license or otherwise enter into a transaction with (or agree to acquire, purchase, lease or license or otherwise enter into a transaction with) any business, corporation, partnership, association or other business organization or division or part thereof that has one or more products, whether marketed or in development, that compete, or if commercialized would compete, with one or more material products or material services of Parent or any of its Subsidiaries, if doing so would reasonably be expected to (i) impose any material delay in the satisfaction of, or increase materially the risk of not satisfying, the conditions set forth in Section 6.7 (to the extent related to any antitrust Law or CFIUS), (ii) materially increase the risk of any Governmental Authority entering an order prohibiting or enjoining the consummation of the Merger or (iii) otherwise prevent or materially delay the consummation of the Merger.
Certain Prohibited Transactions. Except with the prior written consent of the Buyer, Seller will not permit the Acquired Company to (i) enter into any contract to merge or consolidate with any Person, (ii) change the character of its business, or sell, transfer or otherwise dispose of any material assets other than in the Ordinary Course of Business (iii) or purchase any assets or securities of any Person.
Certain Prohibited Transactions. 31 5.3 Investigation by the Parent and the Purchaser . . . . . . 34 5.4 Consents and Reasonable Best Efforts. . . . . . . . . . . 35 5.5
Certain Prohibited Transactions. The US-Borrower will not, nor will it permit any Subsidiary to, enter into or suffer to exist any (i) Sale and Leaseback Transaction or (ii) any other transaction pursuant to which it incurs or has incurred Off-Balance Sheet Liabilities other than Rate Management Obligations; provided that the US-Borrower and its Subsidiaries may permit the continued existence of any such transaction that exists on the date of this Agreement and is disclosed on Schedule 5.21 as of the date of this Agreement.
Certain Prohibited Transactions. Except as otherwise contemplated by this Agreement, each of the Company and its Subsidiaries shall not, without the prior written consent of the Parent (which consent shall not be unreasonably withheld or delayed) from and after the date hereof:
(a) incur any additional indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, partnership, firm or corporation or make any loans or advances to any individual, partnership, firm or corporation in an amount in excess of $30,000,000; provided, however, that total indebtedness for borrowed money under the Company's Credit Agreement with Chase Manhattan Bank, as of the Effective Date, shall not exceed $251,000,000; and provided further, however, that the Company shall not be prohibited from repaying any indebtedness of the Company or its Subsidiaries prior to the Effective Date if such repayments are made without penalty; (b) enter into any capital or operating leases of equipment except in accordance with the Master Equipment Lease Agreement by and between NationBanc Leasing Corporation of North Carolina and the Company, dated October, 1995 the Master Lease Agreement by and between BancBoston Leasing, Inc. and the Company, dated June 1996, and a new lease for equipment to be installed at KPR Foods not to exceed $3,000,000;
Certain Prohibited Transactions. Seal shall not, without the prior written consent of Oakridge:
(a) issue or enter into binding commitments to issue any shares of capital stock or any other securities, or any securities or rights convertible into shares of capital stock or other securities, other than as contemplated by the Exchange;
(b) pay or incur any obligation to pay any dividend or other distribution on capital stock or otherwise or make or incur any obligation to make any distribution or redemption with respect to capital stock;
(c) borrow money, incur debts or liabilities or make any expenditures other than in the ordinary course of business consistent with past practices;
(d) make any investment of a capital nature, either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other individual, partnership, firm or corporation;
(e) enter into or terminate any material contract or agreement, or make any material change in any of its leases and contracts;
(f) enter into or amend any employment, severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers or key employees, except in the ordinary course and consistent with past practice;
(g) adopt, enter into or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any employee or retiree, except as required to comply with changes in applicable law; and
(h) take any other action which would cause any representation or warranty of Seal in this Agreement to be or become untrue in any material respect.