Financial Assistance to SoundCity; Limitations on Certain Actions Sample Clauses

Financial Assistance to SoundCity; Limitations on Certain Actions. MOTG will make best and reasonable efforts to secure funding for SoundCity to provide for its expansion and growth. As part of such efforts, at the Closing MOTG will contribute $200,000 in cash to the capital of SoundCity to assist it in executing its short-term business plan. After the Closing MOTG will continue to provide financial assistance to SoundCity (also be in the form of additional capital infusions into SoundCity and not as loans or other debt) as is reasonably required and agreed to amongst the parties from time to time. Unless otherwise agreed by the Stockholders, SoundCity will not take any of the following actions, whether in connection with such capital infusions by MOTG or otherwise: (i) amend the Certificate of Incorporation of SoundCity; (ii) issue any additional capital stock of SoundCity; (iii) merge SoundCity into or with MOTG or any other corporation or other entity; (iv) sell its assets except in the ordinary course of business; (v) liquidate its assets or dissolve; (vi) make an assignment for the benefit of creditors; (vi) file or consent to the filing of any application for a receivership or a petition in bankruptcy for reorganization, liquidation or similar proceeding; or (vii) take any other major action that dilutes the equity interest of the Stockholders in SoundCity or otherwise adversely affects the economic interest of the Stockholders in SoundCity. MOTG shall have first right of refusal on SoundCity's required funding that SoundCity may pursue through its own efforts. Neither MOTG nor any other entity will be entitled to charge SoundCity "management fees" or similar charges following the Closing. Following the Closing, MOTG will also provide other assistance to SoundCity in the execution of SoundCity's business plan through providing strategic funding, business development, and market expansion via acquiring existing high end electronic retailers and via creating and aggressively marketing a Sound City franchise program.
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Related to Financial Assistance to SoundCity; Limitations on Certain Actions

  • Restrictions on Certain Actions Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member:

  • Disclosure Relating to Certain Federal Protections The parties acknowledge that they have been advised that:

  • Certain Actions Without limiting the foregoing and except as disclosed on Schedule 4.10, (i) all necessary material notices have been properly filed, and no further action is required under current applicable Environmental Law as to each Response or other restoration or remedial project undertaken by the Borrower, any of its Subsidiaries or any of the Borrower’s or such Subsidiary’s former Subsidiaries on any of their presently or formerly owned or operated Property and (ii) the present and, to the Credit Parties’ knowledge, future liability, if any, of the Borrower or of any Subsidiary which could reasonably be expected to arise in connection with requirements under Environmental Laws will not reasonably be expected to result in a Material Adverse Change.

  • Limitations Applicable to Section 16 Persons Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

  • Compliance with certain undertakings At the date of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.4, 11.9 and 11.13.

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