Corporate Restrictions. Borrower is not a party to any contract or subject to any charter or other corporate restriction which would materially and adversely affect its property or business, or its ability to perform its obligations under the Loan Documents.
Corporate Restrictions. Neither the Borrower nor any Subsidiary is a party to any contract or subject to any charter or other corporate restriction that would materially and adversely affect its property or business, or its ability to perform its obligations under the Loan Documents.
Corporate Restrictions. Borrower will not issue any capital stock in Borrower or grant any option, right of first refusal, warrant, or other right to purchase any capital stock in Borrower. Borrower will not be dissolved or liquidated. Borrower will not amend, modify, restate, supplement, or terminate any of its Organizational Documents, Borrower will not consolidate or merge with any corporation, any other limited partnership, any limited liability company, or any other Person.
Corporate Restrictions. ISSUER shall not effect a reverse split of its common stock or file a Registration Statement on Form S-8, or a similar form, for a period of at least one year from the date of this Agreement.
Corporate Restrictions. Until the completion of the first annual meeting of the stockholders of the Company after the end of the Standstill Period, the Company will not, and will cause its Subsidiaries not to, take or authorize or agree to take any of the following actions, without the prior consent of the Investor (which consent the Company will seek at least 20 days prior to the proposed date of any such action):
(i) issue or sell any Voting Securities or Convertible Securities, or any shares of any other class or series of capital stock that has the right to vote, either together with the Common Stock or sepa- rately as a class, on any matter (other than such right to vote on such matters as are expressly required by the General Corporation Law of the State of Delaware), other than (w) Common Stock issuable upon the conversion, exchange or exercise of Convertible Securities previously issued pursuant to clause (x) or (y) below or with the prior consent of the Investor, (x) Common Stock or Convertible Securities issuable to directors, officers, employees or insurance agents of the Company or any of its Subsidiaries pursuant to any employee benefit plan established with the prior consent of the Investor (PROVIDED that the Investor shall not be deemed to have consented to the establishment of any such plan (A) if such plan is materially amended without the prior consent of the Investor, (B) solely by reason of any vote cast by the Investor or any of the Investor Related Parties pursuant to Section 4.1(a) or (C) solely by reason of any reference to such plan in the Plan) so long as no Voting Securities other than Common Stock are issuable upon conversion, exchange or exercise of such Convertible Securities, (y) Common Stock or Convertible Securities (including Convertible Preferred Stock and any convertible debentures exchanged therefor) to be issued pursuant to the Plan, to policyholders of Equitable, pursuant to Section 1.2 of the Investment Agreement or in exchange for Other Debt Securities as contemplated by Section 4.11(a) of the Investment Agreement or Common Stock to be issued in the IPO as permitted by Section 4.11(b) of the Investment Agreement and (z) an amount of Common Stock such that (A) the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses) of all such common Stock does not exceed (B) the excess, if any, of $200,000,000 over the aggregate offering price (before deduction of underwriting discounts or commission...
Corporate Restrictions. Any change, restructuring, or termination of the corporate structure or existence of the Borrower; or
Corporate Restrictions. Borrowers will not, and will cause the Subsidiaries not to, directly or indirectly:
(a) amend or otherwise change their Articles of Incorporation or By-Laws or the terms of any preferred stock of a Borrower, including the Telos Corp. Preferred Stock, in a manner that would reasonably be likely to have a material adverse effect on the business, assets, projects, operations or conditions, financial or otherwise, of a Borrower or a Subsidiary; or
(b) issue, sell, pledge, or authorize the issuance of any preferred stock (other than the issuance by Telos Corp. of preferred stock having terms substantially equal to that of the Telos Corp. Preferred Stock), any redeemable or exchangeable security or any security convertible into any of the foregoing or any right to acquire any of the foregoing; or
(c) other than with respect to the Public Preferred Stock, reclassify, combine, split or subdivide any of its capital stock; or
(d) other than dividends payable by Telos Sub or a Subsidiary to its corporate parent, make any payment of cash dividends, or any other cash distribution, whether direct or indirect, on or on account of any class of stock of Borrowers or any Subsidiary now or hereafter outstanding; provided, however, that Borrowers may make payments of dividends on the Telos Corp. Preferred Stock if, after giving effect to such payments, Borrowers and the Subsidiaries are in full compliance with the financial covenants specified in Article VIII and there exists no Event of Default; provided, however, that Borrowers hereby agree not to seek and the Banks shall not grant any waiver to permit the payment of cash dividends on Telos Corp. common stock unless Borrowers simultaneously seek and the Banks also agree to simultaneously grant a waiver to permit the cash payment under the Warrant Agreement required as a result of the payment of such dividend on the Telos Corp. common stock as described in the Warrant Agreement.
(e) other than (i) any repurchase of the Public Preferred Stock, (ii) any redemption in accordance with the provisions of Telos Corp. Preferred Stock and (iii) any redemption or purchase of enterWorks Stock or Telos Corp. common stock from departing employees in a total amount not to exceed $250,000 in any fiscal year, redeem, purchase or otherwise acquire, directly or indirectly, any shares of any class of stock of Telos Corp. now or hereafter outstanding or of any warrants or rights to purchase any such stock (including, without limitation, the rep...
Corporate Restrictions. The Borrower shall not be dissolved or liquidated. The Borrower shall not amend, modify, restate, supplement, or terminate its Articles of Incorporation in any manner that would result in a Material Adverse Effect.
Corporate Restrictions. Borrower will not be dissolved or liquidated. Borrower will not amend, modify, restate, supplement, or terminate any of its Organizational Documents in a manner that is adverse to Lender, Borrower will not consolidate or merge with any corporation, any other limited partnership, any limited liability company, or any other Person unless Borrower is the surviving entity in such transaction and such transaction does not result in any Unmatured Event of Default or Event of Default.
Corporate Restrictions. Any change, restructuring, or termination of the corporate structure or existence of the Obligor; or
