Extraordinary Acts Sample Clauses

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), none of the Sellers 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 ▇▇▇▇/▇▇▇▇▇▇▇▇ 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 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; (vi) purchase, sell, assign or transfer or enter into any contract or agreement for the purchase, sale, assignment or transfer of any of its assets or properties or cancel any debts or claims; (vii) subject to a Lien any assets, other than Permitted Liens; (viii) waive any material rights relating to its assets, properties or Business, whether or not in the ordinary course of business; (ix) make or suffer, or agree to make or suffer, any new contract or agreement or any amendment, modification or termination of any existing contract, lease or other agreement, whether or not in the ordinary course of business other than talent agreements entered into the ordinary course of business consistent with past practice; (x) make or enter into any bonus payment or arrangement with any of its employees, officers or agents or grant any increase in the compensation or fringe benefits (whether...

Extraordinary Acts. A Change of ownership or the sale, dissolution, merger, consolidation, liquidation or reorganization of Borrower or any Other Obligor which is a corporation, partnership or other legal entity;

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

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 ▇▇▇▇/▇▇▇▇▇▇▇▇ 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;

Extraordinary Acts. Notwithstanding anything else to the contrary in this Agreement or the Act, the vote of the Members holding Membership Interests comprising at least Sixty-Six and Two-Thirds Percent (66⅔%) of the outstanding Membership Interests in the Company (“Extraordinary Act Approval”) is required for the Company Approval of any of the acts, omissions, or undertakings set forth below in this Section 4.1.2. (a) Amend this Agreement, the Articles or any of the Company’s other organizational or governing documents; (b) Make any changes to the name of the Company or any names under which it operates, the Company’s principal place of business, registered agent, or Business Purpose; (c) Amend any Transaction Document, or assert any claim or defense on behalf of the Company under any Transaction Document; (d) Engage in activity or enterprise that is outside of the Business Purpose; (e) Admit new Members to the Company, or cause the Company to issue additional membership interests to any third party or to an existing Member; (f) Approve any transfer of all or any portion of a Member’s Membership Interest; (g) Guarantee, assume, acquire or otherwise become liable for any liability, indebtedness or obligation of any other Person; (h) Authorize any transaction that is not in the ordinary course and conduct of the Company’s business, including, without limitation, any changes to vendor or commercial agreements that are material to the Business Purpose, or any executive staffing changes; (i) Change the tax or book accounting methods of the Company, including, without limitation, with respect to reconciliation of revenues collected related to the Company’s Business; (j) Establish or terminate any bank accounts or banking relationships; (k) Establish, modify, or withdraw any fictitious business name or assumed name of the Company in any jurisdiction, but in any event subject to the respective intellectual property rights of the Members in their own tradenames and trademarks; (l) Mortgage, pledge or otherwise encumber any assets of the Company; (m) Sell, lease, exchange, or otherwise dispose of any the Company’s capital assets or properties; (n) Engage in any act, transaction or reorganization that would cause the Company to be classified as other than a partnership for federal income tax purposes; (o) Engage in any act that would impair, hinder, delay or make it impossible, for the Company to carry on its business in the ordinary course; (p) Alter in any material manner the accounti...