Conduct of Business - Negative Covenants. From the date of this Agreement until the earlier of the Effective Date or until the termination of this Agreement, except as otherwise permitted by this Agreement or as set forth on Schedule 6.1, PFSL will not do, or agree or commit to do, and will cause each of its Subsidiaries not to do or agree to commit to do, any of the following without the prior written consent of a duly authorized officer of IBKC, which consent will not be unreasonably withheld:
(a) Amend its charter, by-laws, or other governing instruments, or
(b) Impose, or suffer the imposition, on any share of capital stock held by it or by one of its Subsidiaries, of any material lien, charge or encumbrance, or permit any such lien, charge or encumbrance to exist, or
(c) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or any securities convertible into any shares of its capital stock, or
(d) Except as expressly contemplated by this Agreement, acquire direct or indirect control over any corporation, association, firm or organization, other than in connection with (i) internal reorganizations or consolidations involving existing Subsidiaries, (ii) good faith foreclosures in the ordinary course of business, (iii) acquisitions of control by a banking Subsidiary in a bona fide fiduciary capacity, (iv) investments made by small business investment corporations or by Subsidiaries that invest in unaffiliated companies in the ordinary course of business, or (v) the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement, or
(e) Except as set forth on Schedule 6.1(e), issue, sell, pledge, encumber, authorize the issuance of, or otherwise dispose of: (i) any shares of its capital stock, including any agreement to issue, sell, pledge, encumber, or authorize the issuance of its capital stock; (ii) any substantial part of its assets or earning power; or (iii) any asset other than in the ordinary course of business for reasonable and adequate consideration, or
(f) Adjust, split, combine, or reclassify any capital stock of PFSL or issue or authorize the issuance of any other securities in respect of or in substitution for PFSL Common Stock, or
(g) Except as set forth on Schedule 6.1(g), incur any additional material debt obligation or other material obligation for borrowed money, except in the ordinary course of its business consistent with past practices (and such ordinary course of business ...
Conduct of Business - Negative Covenants. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, except as may be separately agreed by Sun and Omega, Sun covenants and agrees that it will neither do, nor agree or commit to do, nor permit any Sun Subsidiary to do or commit or agree to do, any of the following without requesting Omega's approval and receiving the prior written consent of the President of Omega, which consent shall be deemed given unless Omega disapproves the same within five (5) business days of having received Sun's written request for such approval:
(a) Except as expressly contemplated by this Agreement, amend its any of its Charter Documents; or
(b) Impose on any share of capital stock held by it any lien, charge, or encumbrance, or permit any such lien, charge, or encumbrance to exist; or
(i) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or other equity securities or any securities or instruments convertible into any shares of its capital stock, or any rights or options to acquire any shares of its capital stock or other equity securities except as expressly permitted by this Agreement; or (ii) split or otherwise subdivide its capital stock; or (iii) recapitalize in any way; or (iv) declare stock dividend on its capital stock; or (v) pay or declare a cash dividend or make or declare any other type of distribution on its capital stock except for any cash dividend already declared prior to this Agreement and regular quarterly cash dividends payable in the same amount and on the same schedule as past quarterly cash dividends; provided, however, that with respect to any cash dividend payable in the quarter in which the Effective Time occurs, only the pro rata portion of such cash dividend for such quarter shall be payable; or
(d) Except as expressly permitted by this Agreement, acquire direct or indirect control over any corporation, association, firm, organization or other entity, other than in connection with (i) mergers, acquisitions, or other transactions approved in writing by Omega, (ii) internal organization or consolidations involving existing Sun Subsidiaries, (iii) acquisitions of control in its fiduciary capacity, or (iv) the creation of new subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement; or
(e) Except as expressly permitted by this Agreement, to (i) issue, sell, agree to sell, or otherwise dispose of or oth...
Conduct of Business - Negative Covenants. From the date hereof until the Effective Time, each of ProMed Company and ProMed Subsidiary shall not, without the prior written consent of Holdings and Holdings Subsidiary, which consent shall not be unreasonably withheld, conduct the business of ProMed Company and/or ProMed Subsidiary other than in the ordinary course of ProMed Company and ProMed Subsidiary’s respective businesses as conducted through the date hereof or commit or suffer any material act or omission which deviates from the ordinary course of ProMed Company and ProMed Subsidiary’s business as conducted through the date hereof. Without limiting the generality of the foregoing, from the date of execution of this Agreement until the Effective Time, neither ProMed Company nor ProMed Subsidiary shall, without the prior written consent of Holdings and Holdings Subsidiary, which consent shall not be unreasonably withheld:
(a) institute any new method of purchase, sale, lease, management, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment or amend any existing material agreement other than as contemplated by this Agreement, except in the ordinary course of its business and consistent with past practice;
(b) change or amend its Articles of Incorporation or By-Laws or propose any such change or amendment;
(c) offer, issue, authorize or sell any shares of the capital stock or other securities (such term as used in this subsection shall include, without limitation, debt securities) of ProMed Company and/or ProMed Subsidiary of any kind whatsoever, or acquire directly or indirectly, by redemption or otherwise, any such capital stock, reclassify or split-up any such capital stock, declare or pay any dividends thereon in cash, securities or other property, or make any other distribution with respect thereto, or grant or enter into any stock options, warrants, or other rights to acquire securities of ProMed Company and/or ProMed Subsidiary or enter into any other contracts or commitments of any kind with respect to the issuance of additional shares of capital stock or other securities of ProMed Company and/or ProMed Subsidiary;
(d) (i) borrow or agree to borrow any funds, whether directly or by way of guaranty or otherwise, or (ii) except in the ordinary course of business and consistent with past practice, incur, or assume or become subject to any obligation or liability (absolute or contingent);
(e) pay, discharge, waive, satisfy, compromise...
Conduct of Business - Negative Covenants. Unless contemplated by this Agreement, from the date of this Agreement until the earlier of the Effective Date or until the termination of this Agreement, Bancshares covenants and agrees that it will not do or agree to commit to do, any of the following without the prior written consent of the Company, which consent shall not be unreasonably withheld:
(a) Amend the Bank's Articles of Incorporation or Bylaws; or
(b) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or any securities convertible into any shares of the Bank's capital stock; or
(c) Take any action whatsoever which would prevent it or the Bank from being able to consummate this Agreement in accordance with its terms and conditions.
Conduct of Business - Negative Covenants. From the date hereof until the Closing Date, the AV Entities shall not, without the prior written consent of the Heritage Parties, which consent shall not be unreasonably withheld, conduct the business of the AV Entities other than in the ordinary course of the AV Entities' business as conducted through the date hereof or commit or suffer any material act or omission which deviates from the ordinary course of the AV Entities' business as conducted through the date hereof. Without limiting the generality of the foregoing, from the date of execution of this Agreement until the Closing Date, none of the AV Entities shall, without the prior written consent of the Heritage Parties, which consent shall not be unreasonably withheld:
(a) institute any new method of purchase, sale, lease, management, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment or amend any existing material agreement other than as contemplated by this Agreement, except in the ordinary course of its business and consistent with past practice;
(b) change or amend its Articles of Incorporation or By-Laws or propose any such change or amendment;
(c) permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien or other encumbrance except in the ordinary course of business and consistent with past practice;
(d) grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation (including salary and bonus) payable or to become payable to any officer except in the ordinary course of business and consistent with past practice;
(e) make any payment to or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its officers or directors or any other affiliate thereof, except in the ordinary course of its business and consistent with past practice;
(f) enter into any contract, commitment or transaction not in the usual and ordinary course of its business, other than transactions contemplated by, or referred to in, this Agreement;
(g) change, amend or terminate a Material Contract except as contemplated by this Agreement;
(h) agree or commit, whether in writing or otherwise, to do any of the foregoing; or
(i) directly or indirectly declare, order, pay, make or set apar...
Conduct of Business - Negative Covenants. Prior to the Closing Date, Seller shall not permit the Company to, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, conduct the business of the Company other than in the ordinary course of the Company's business or commit or suffer any act or omission which deviates from the ordinary course of the Company's business.
Conduct of Business - Negative Covenants. During the Pre-Closing --------------------------------------- Period, except as set forth on Schedule 7.3 or as Buyer may otherwise consent to ------------ in writing (which consent shall not be unreasonably withheld or delayed) or as otherwise specifically contemplated by the Definitive Agreements, with respect to the Peroxides Business and/or the Peroxides Business Items, as applicable Hercules shall not:
(a) other than in the Ordinary Course, incur any debt, obligation or liability (whether accrued, contingent, absolute, determined, determinable or otherwise) that includes obligations (monetary or otherwise) to be performed by Buyer after the Closing Date;
(b) other than in relation to sales of Inventories in the Ordinary Course, sell, transfer, lease, mortgage, pledge or subject to an Encumbrance (other than Permitted Encumbrances) any of the Purchased Assets;
(c) make any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates;
(d) enter into any transaction, take any action, or by inaction permit any event to occur, which results in (i) any of the representations and warranties of Hercules contained in the Definitive Agreements not being true and correct in all material respects immediately after the occurrence of such transaction, action or event or on the Closing Date or (ii) a material breach of any of the agreements and covenants of Hercules contained in the Definitive Agreements; or
(e) agree or otherwise commit to take any of the actions prohibited by the foregoing paragraphs.
Conduct of Business - Negative Covenants. From the date of this --------------------------------------------- Agreement until the earlier of the Closing Date or until the termination of this Agreement, the Acquired Company and the Shareholders covenant and agree that the Acquired Company shall, and the Shareholders shall cause the Acquired Company to, carry on its business in the ordinary course and maintain and preserve its organization, goodwill and properties and not take any action inconsistent therewith or with the consummation of the transactions contemplated by this Agreement. In this connection, the Acquired Company will not, and the Shareholders shall cause the Acquired Company not to, do or agree or commit to do, any of the following without the prior written consent of Purchaser:
(a) amend its articles of incorporation or bylaws;
(b) repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or any securities convertible into any shares of its capital stock;
(c) declare or pay any dividend whether in cash, stock or otherwise or make or agree to make any other distribution to its shareholders other than any ordinary distributions made to the Shareholders due to the Acquired Corporation's status as an S corporation;
(d) organize any subsidiary, acquire any capital stock or other equity securities of any corporation, or acquire any equity or ownership interest in any business;
(e) mortgage, pledge, or otherwise encumber or dispose of any of its assets other than in the ordinary course of business;
(f) incur any additional indebtedness except in the ordinary course of business;
(g) grant any general increase in compensation to its employees as a class or to its officers, except in accordance with past practice; pay any bonus; grant any increase in fees or other increases in compensation or other benefits to any of its directors; or effect any change in retirement benefits for any class of its employees or officers;
(h) amend any existing employment Contract between the Acquired Company and any individual to increase the compensation or benefits payable thereunder or enter into any new employment Contract with any Person;
(i) adopt any new employee benefit plan or make any change in or to any existing Benefit Plans;
(i) utilize accounting principles different from those used in the preparation of the 1996 and 1997 Financial Statements, (ii) change in any manner its method of maintaining its books of account and records from such methods as i...
Conduct of Business - Negative Covenants. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement,
Conduct of Business - Negative Covenants. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each of Jefferson and, as applicable, its subsidiary covenants and agrees that it will not do or agree or commit to do any of the following without requesting in writing the Company's approval and receiving the prior written consent of the chief executive officer of the Company, which consent will not be unreasonably withheld and shall be deemed given unless the Company disapproves the same within five (5) business days after the chief executive officer of the Company shall have actually received Jeffxxxxx'x xxxuest for such approval.
(a) Except as expressly contemplated by this Agreement, amend its Articles of Incorporation, Constitution or Bylaws;
(b) Impose on any share of capital stock held by it any lien, charge, or encumbrance, or permit any such lien, charge, or encumbrance to exist;
(i) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or other equity securities or instruments convertible into any shares of its capital stock, or any rights or options to acquire any shares of its capital stock or other equity securities except as expressly permitted by this Agreement; (ii) split or otherwise subdivide its capital stock; (iii) recapitalize in any way; (iv) declare a stock dividend on the Jefferson Common Stock; or (v) pay or declare a cash dividend or make or declare any other type of distribution on the Jefferson Common Stock except, as to frequency and amount, in accordance with Jeffxxxxx'x xxxtorical practices.
(d) Except as expressly permitted by this Agreement, acquire direct or indirect control over any corporation, association, firm, organization or other entity, other than in connection with (i) mergers, acquisitions, or other transactions approved in writing by the 47 53 Company, (ii) foreclosures in the ordinary course of business and not knowingly exposing it to liability by reason of Hazardous Substances, or (iii) acquisitions of control in its fiduciary capacity.
(e) Except as expressly permitted by this Agreement, to (i) issue, sell, agree to sell, or otherwise dispose of or otherwise permit to become outstanding any additional shares of Jefferson Common Stock, any other capital stock of Jefferson, any stock appreciation rights, options, warrants, conversion rights, calls or other rights to acquire any such stock, or any security convertible into any such stock, unless ...
