Certain Prohibited Transactions. Except as set forth in the Disclosure Schedules, neither the Company nor the Seller shall, without the prior written consent of Buyer:
(a) issue, sell, pledge, dispose of or encumber any of the capital stock of the Company;
(b) except in the ordinary course of business, sell, pledge, dispose of or encumber any of the assets of the Company;
(c) whether or not in the ordinary course of business, sell or dispose of any of the material assets of the Company;
(d) amend or propose to amend any of the Company Documents;
(e) split, combine or reclassify any shares of the capital stock of the Company or declare, set aside or pay any dividend or distribution, payable in cash, stock, property or otherwise with respect to any of the capital stock of the Company;
(f) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any of the capital stock of the Company;
(g) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company;
(h) issue, sell, pledge or dispose of, or authorize, propose or agree to the issuance, sale, pledge or disposition of, any shares of, or any options, warrants or rights of any kind to acquire any shares of, or any securities convertible into or exchangeable for any shares of, capital stock or any other equity securities of, the Company;
(i) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or make any material investment either by purchase of stock or securities, contributions to capital, transfer of property or purchase of any material amount of property or assets, in any other individual or entity;
(j) authorize, recommend or propose any material change in the capitalization of the Company;
(k) enter into or terminate any material Contract, lease or other agreement, release or relinquish any material contract right or modify any material Contract, lease or other agreement;
(l) make any change in the management structure of the Company including, but not limited to, the hiring of additional officers or the termination of existing officers;
(m) take any action with respect to the grant of any severance or termination pay or with respect to any increase of benefits payable under the severance or termination pay policies or agreements of the Company in effect on the date hereof;
(n) adopt or amend any bonus, profit sharing,...
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 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. From and after the date of the Agreement, without the prior written consent of Bancorp neither VCB nor the Bank shall:
a. Declare or pay any cash dividends or property dividends;
b. With respect to the securities of VCB or the Bank, declare or distribute any stock dividend, authorize a stock split, authorize, issue, sell or make any distribution of shares or other securities, grant any right, option or warrant to acquire any shares of capital stock or any other of its securities, or pledge or encumber any shares of its stock or any other of its securities, except for those transactions required under Section 1.2 of the Agreement;
c. Merge into or with, consolidate with, be acquired or controlled by, or (except in the ordinary course of business) sell its assets or transfer its liabilities (or portions thereof) to any other bank, savings and loan association, bank or savings and loan holding company, other financial institution, corporation, person or entity or enter into any other transaction, or agree to effect any such transactions not in the ordinary course of their business, or engage in any discussions concerning such possible transactions, solicit offers of interest to engage in any such transactions, or engage in those activities described and prohibited in Section 5.10;
d. Make any direct or indirect redemption, purchase, or other acquisition of any of the shares of VCB or the Bank, or any other shares of capital stock;
e. Subject any of their properties or assets to any lien, claim, charge, option, or encumbrance, except in the ordinary course of business;
f. Increase the rate of compensation of any employee or enter into any agreement to increase the rate of compensation of any employee except for increases with respect to employees in the ordinary course of business consistent with past practices;
g. Create or modify any existing pension or profit-sharing plan, bonus, incentive compensation, deferred compensation, death benefit, health, welfare, retirement or employee stock option plan or the level of benefits under any such existing plan, or increase or decrease any severance or termination pay benefit or other fringe benefit, except as required by law;
h. Enter into any severance agreement and, except in the ordinary course of business and subject to any other provision of the Agreement, enter into any employment or personal services contract with any person or firm, provided further that Bancorp's approval shall be required for any such agree...
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. Parent and Seller agree to cause the Company and each Subsidiary not to, without the prior written approval of Buyer or except as expressly contemplated by this Agreement:
(a) terminate, cancel or amend any insurance coverage maintained by the Company or any of its Subsidiaries with respect to any material assets of the Company or any Subsidiary which is not replaced by an adequate amount of insurance coverage or is not deemed unnecessary in the reasonable judgment of the Company;
(b) settle any pending or threatened Action relating to an insurance claim in an amount in excess of $5,000,000 above the policy limit relating to such claim or settle any other pending or threatened Action in an amount in excess of $1,000,000; or
(c) take any action which causes any representation or warranty (other than Section 4.7(a)) of Parent or Seller in this Agreement to be or become untrue at Closing or results in a material breach of any covenant made by Parent or Seller in this Agreement.
