Extraordinary Acts Sample Clauses

Extraordinary Acts. A dissolution, liquidation or reorganization of Borrower or any Other Obligor which is a corporation, partnership, limited liability company or other legal entity;
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Extraordinary Acts. Without limiting the general applicability of Section 7.01 hereof, except as otherwise consented to or approved by SFX in writing or disclosed on the Schedules attached to this Agreement, no Seller Entity shall take any action which shall cause any Seller, CIPC or any of its subsidiaries to, (a) fail to maintain its status as a corporation, limited partnership or Trust subsisting under the laws of its state of incorporation or organization; (b) except as otherwise expressly permitted hereunder, declare or make any dividend or any distribution or transfer of any of its assets or properties; (c) make any capital expenditures or commitments for capital expenditures, including any capitalized lease obligations (for purchase of equipment or otherwise), in excess of $50,000, or enter into or commit to enter into any operating lease in connection with its Business for any property or equipment calling for net increased rentals in excess of five percent annually per lease (over present rentals), or acquire any assets or properties in connection with its Business or contract to do so except in the ordinary course of business and consistent with past practice; (d) make any advance or investment either by purchase of stock or other securities or contributions to capital of any individual, firm, corporation or other entity; (e) incur any obligation or Liability relating to its Business, other than those obligations and Liabilities arising in the ordinary course of business and consistent with past practice (and, in the case of obligations and Liabilities of an affiliate, which are also on terms no less favorable to such Seller Entity than would be available from an unaffiliated third party) and the terms and conditions of this Agreement and of the same character, type and magnitude as incurred in the past, or accelerate the payment of any Liability; provided, however, that nothing herein shall be deemed to prevent any Seller Entity from performing its obligations under that certain Agreement, dated as of January 1, 1996, by and between Contemporary Marketing, Inc. (a wholly-owned subsidiary of CIPC) and Xxxxx Xxxxxx (the "Xxxxxx Agreement"), as the same may be amended substantially on the terms set forth in part (e) of Schedule 7.02. (f) purchase, sell, assign or transfer or enter into any contract or agreement for the purchase, sale, assignment or transfer of any of the assets or properties relating to its Business which are valued in excess of $50,000, or cancel any...
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Extraordinary Acts. A change of ownership or a sale, dissolution, merger, consolidation, liquidation or reorganization of Borrower.
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Extraordinary Acts. (a) Without limiting the general applicability of Section 5.01, except as otherwise consented to or approved by the Buyer in writing, or as otherwise permitted pursuant to Section 5.02(b), no Seller shall take or agree, whether in writing or otherwise, to take, any action (including, without limitation, by voting its Interests) which, directly or indirectly, causes any Company, CAMP or Xxxx/Xxxxxxxx to: (i) fail to maintain its status as a corporation or general partnership subsisting under the laws of its state of incorporation or organization; (ii) declare or make any dividend or any distribution or transfer of any of its assets or properties to its equity holders or any of their Affiliates; (iii) make any capital expenditures or commitments for capital expenditures, including any capitalized lease obligations (for purchase of equipment or otherwise) or enter into or commit to enter into any operating lease for any property or equipment calling for net increased rentals, or acquire any assets or properties or contract to do so, except with respect to the construction of the Amphitheater but subject to Section 2.04(a) hereof; (iv) make any advance or investment either by purchase of stock or other securities or contributions to capital of any individual, firm, corporation or other entity; (v) incur any Liability, other than those Liabilities arising in the ordinary course of business and consistent with past practice and the terms and conditions of this Agreement and of the same character, type and magnitude as incurred in the past, or accelerate the payment of any Liability;
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Extraordinary Acts. Without the prior written consent of Osgoode, Lasermedia shall not have: (i) declared or paid any dividends or distributed any of its properties or assets to shareholders; (ii) entered into any contract, other than in the ordinary course of business; (iii) amended its articles or by-laws; or (iv) engaged in any business enterprise or other activity different from that carried on as of the date hereof. 3(a)(1)-16
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Related to Extraordinary Acts

  • Necessary Acts Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments or documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement.

  • Agreement to Perform Necessary Acts Each party agrees to perform any further acts and execute and deliver any further documents which may be reasonably necessary or otherwise reasonably required to carry out the provisions of this Agreement.

  • Necessary Action Whenever any Partner exercises any option or right to purchase a Partnership Interest pursuant to this Agreement, the selling Partner shall do all things and execute and deliver all deeds, conveyance and other instruments to consummate such purchase and effect a valid transfer of the Partnership Interest.

  • Necessary Actions Subject to the terms and conditions herein provided, each of the parties hereto agree to use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In the event at any time after the Closing, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper managers, officers and/or directors of SKM, HQS or PAL, as the case may be, shall take all such necessary action.

  • Disciplinary Actions Disciplinary Actions and Appeals shall be governed by SP&P, TSHRS regulations and TSHRS Disciplinary Action Policy 7G.l.

  • Causes for Disciplinary Action For purposes of this article, disciplinary action shall mean an unpaid suspension not to exceed thirty

  • Corporate Acts The existence of the Restricted Shares shall not affect in any way the right or power of the Board of Directors of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. The prohibitions of Section 2(a) hereof shall not apply to the transfer of Restricted Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Shares for all purposes of this Agreement and the certificates representing such stock, securities or other property shall be legended to show such restrictions.

  • Other Acts The Indemnitor and the Indemnitee agree that they shall do all such further acts, deeds or things and execute and deliver all such further documents, instruments or certificates as may be necessary or advisable for the purpose of assuring and confirming unto the Indemnitee the rights hereby created or intended, and of giving effect to and carrying out the intention or facilitating the performance of the terms of this Agreement.

  • Disciplinary Action (A) An employee who has attained permanent status in his current position may be disciplined only for cause. (B) An employee who has not attained permanent status in his current position shall not have access to the grievance procedure in Article 6 when disciplined. (C) Each employee shall be furnished a copy of all disciplinary actions placed in his official personnel file and shall be permitted to respond thereto. (D) An employee may request that a PBA Staff Representative be present during any disciplinary investigation meeting in which the employee is being questioned relative to alleged misconduct of the employee, or during a predetermination conference in which suspension or dismissal of the employee is being considered. (E) Letters of counseling or counseling notices are documentation of minor work deficiencies or conduct concerns that are not discipline and are not grievable; however, such documentation may be used by the parties at an administrative hearing involving an employee’s discipline to demonstrate the employee was on notice of the performance deficiencies or conduct concerns. (F) If filed within 21 calendar days following the date of receipt of notice from the DHSMV, by personal delivery or by certified mail, return receipt requested, an employee with permanent status in his current position may appeal a reduction in base pay, involuntary transfer of over 50 miles by highway, suspension, demotion, or dismissal to the Public Employees Relations Commission under the provisions of section 110.227(5) and (6), F.S. In the alternative, such actions may be grieved at Step 2 and processed through the Arbitration Step without review at Step 3, in accordance with the grievance procedure in Article 6 of this Agreement. The DHSMV may have special compensatory leave equal to the length of a disciplinary suspension deducted from an employee’s leave balance in lieu of serving the suspension. An employee may indicate his preference as to whether to serve the suspension or to have special compensatory leave deducted, which preference shall be taken into consideration by the DHSMV in making its decision. If the employee does not have sufficient special compensatory leave, annual leave may be deducted. If there is not sufficient special compensatory or annual leave, the remainder of the period will be leave without pay. Employees from whom leave is deducted will continue to report for duty. The employee’s personnel file will reflect a disciplinary suspension regardless of whether the employee serves the suspension or has leave deducted. (G) Oral reprimands are not grievable. A written reprimand shall be subject to the grievance procedure in Article 6 if the employee has attained permanent status in his current position; the decision is final and binding at Step 2.

  • Necessary Acts, Further Assurances The Parties shall at their own cost and expense execute and deliver any further documents and shall take such other actions as may be reasonably required or appropriate to carry out the intent and purposes of this Agreement.

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