Forbearance by Seller. During the period from the date of this Agreement to the Effective Time, except as otherwise permitted or required by the terms of this Agreement, Seller shall not, without the prior written consent of Buyer:
(a) make any advance or loan or incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any 42 other individual, corporation or other person, other than in compliance with any and all orders, supervisory agreements or directives from any of Seller's Regulatory Agencies;
(b) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties, leasehold interests or assets to any individual, corporation or other entity, or cancel, release or assign any indebtedness of any such person or any contracts or agreements as in force at the date of this Agreement, other than in compliance with any and all orders or supervisory agreements and directives from any of Seller's Regulatory Agencies;
(c) increase in any manner the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by law or by any existing plan or agreement to any such employees, or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee, or voluntarily accelerate the vesting of any stock options or other compensation or benefit, other than payment of bonuses in the ordinary course of business consistent with past practice and general increases in compensation to individual employees in the ordinary course of business consistent with past practice;
(d) amend its articles of incorporation, charter, or its bylaws, except as expressly contemplated by this Agreement or required by law or regulation, in each case as concurred in by its counsel;
(e) change its method of accounting as in effect at December 31, 2000, except as required by changes in generally accepted accounting principles or required by law or regulation, in each case as concurred in by its independent auditors;
(f) enter into or assume any Material Contract, incur any material liability or obligation, make any material commitment, acquire or dispose of any property or asset or engage in any transaction or subject any of Seller's properties or assets to any material lien, claim, charge, or encumbrance of any kind whatsoever;
(g) knowingly take or permit...
Forbearance by Seller. Without limiting the covenants set forth in Section 4.01 hereof, except as otherwise provided in this Agreement and except to the extent required by law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective Time, Seller shall not, and shall not permit any of its Subsidiaries to, without the prior consent of Buyer, which consent shall not be unreasonably withheld:
a) unless required by applicable law or regulation or regulatory directive, change any provisions of the certificate of incorporation or bylaws of Seller or the similar governing documents of its Subsidiaries;
b) authorize, issue, deliver or sell any shares of its capital stock or any securities or obligations convertible or exercisable for any shares of its capital stock or change the terms of any of its outstanding stock options or warrants or issue, grant or sell any option, warrant, call, commitment, stock appreciation right, right to purchase or agreement of any character relating to the authorized or issued capital stock of Seller except pursuant to the exercise of stock options or warrants outstanding as of the date of this Agreement, or split, combine, reclassify or adjust any shares of its capital stock or otherwise change its capitalization;
c) make, declare or pay any cash or stock dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, provided, however, that Seller may pay normal quarterly cash dividends of not more than $ .15 per share of Seller Common Stock and, in the case of Seller's 1st Quarter dividend, payable in January, 2001, Seller may accelerate payment to a date not earlier than December 15, 2000, provided that after giving effect thereto the Adjusted Stockholders' Equity of Seller will not be less than $40,000,000. Subject to applicable regulatory restrictions, if any, Seller S&L may pay a cash dividend that is, in the aggregate, sufficient to fund any dividend by Seller permitted hereunder;
d) other than for fair value in the ordinary course of business consistent with past practice, (i) acquire or sell, transfer, assign, mortgage, encumber or otherwise dispose of any material properties, leases, assets or other rights or agreements to any individual, corporation or other entity other than a direct or indirect wholly owned Subsidiar...
Forbearance by Seller. From the date hereof through the Closing Date, except as otherwise contemplated by this Agreement, the Purchase and Sale Agreement and the transactions contemplated hereby or thereby, Seller covenants and agrees that it shall not, without the prior written consent of Buyer:
(a) except as not expressly prohibited by subsection (c) below, sell, transfer, dispose of, enter into any agreement to dispose, assign, lease, mortgage, pledge, subject to any Lien, other than Permitted Liens, or otherwise convey or transfer any of the Purchased Assets, other than Retained Assets, or assume or incur a liability, obligation or expense (actual or contingent) relating to the Purchased Assets except in the ordinary course of business;
(b) enter into, vary, amend, modify, terminate, cancel or extend the term of any Material Contract, or enter into any further contracts that would reasonably be considered Material Contracts as defined herein, other than in the ordinary course of business; or
(c) enter into an agreement to license any Purchased Asset (i) for a term of more than 36 months , (ii) to Crown Media International, LLC (other than in the ordinary course of business) or (iii) at any time following delivery of the updated availabilities schedules contemplated by the last sentence of Section 4.15.
Forbearance by Seller. From the date hereof until the Closing, Seller shall not, without the written Consent of Buyer, which Consent shall not be unreasonably withheld or delayed:
(a) incur any material liability other than in the ordinary course of the Business;
(b) cause or permit to occur any of the events or occurrences described in Section 3.6;
(c) cancel, release, or assign any obligations owed to Seller or any claims held by Seller except in the ordinary course of the Business;
(d) hire or terminate any management employee;
(e) increase in any manner the compensation of any of Seller’s employees (including an increase in employee benefits or the provision of employee benefits to employees not previously entitled thereto) other than in the ordinary course of business or pay or agree to pay any bonus, severance or termination pay or pension or retirement allowance not required by any existing plan or agreement to any employees, or enter into any new pension, retirement, or profit sharing plan or agreement or employment agreement; or
(f) agree to do any of the foregoing.
Forbearance by Seller. Seller will not, after the date hereof and prior to Closing, without the prior written consent of Purchaser which consent will not be unreasonably withheld, delayed or denied: (i) sell or dispose of any Purchased Assets, except sales of finished goods in the ordinary course of business; (ii) other than (a) the termination of all credit facilities extended to Seller by PNC Bank National Association and the payment of all indebtedness thereunder, and (b) the termination of an agreement with, and the payment of all sums, if any, due, or claimed to be due to, Forty-Four Financial in connection with the procurement of certain financial opportunities for the benefit of Seller, amend, modify or cancel, or waive any material right of Seller under any Contract; (iv) enter into any new contract or agreement, other than in the ordinary course of business consistent with past practices; (v) alter in any way the manner in which Seller has regularly and customarily maintained the books of account and records of the Business; (vi) make any material income tax election which could cause Seller to lose its qualification as an "S" Corporation for federal and state law purposes; or (vii) increase the compensation payable to employees employed in the Business, other than compensation increases made in the ordinary and usual course of business, consistent with past practices and existing policies.
Forbearance by Seller. Seller will not, after the date hereof and prior to Closing, without the prior written consent of Buyer which consent will not be unreasonably withheld, delayed or denied: (i) sell or dispose of any Assets, except sales of finished goods in the ordinary course of business; (ii) amend, modify or cancel, or waive any material right of Seller under any Assumed Contract; (iii) enter into any new contract or agreement, other than in the ordinary course of business consistent with past practices; (iv) alter in any way the manner in which Seller has regularly and customarily maintained the books of account and records of the business of the Division; or (v) increase the compensation payable to any Continued Employee (as defined in Section 8.1).
Forbearance by Seller. Conduct of Buyer's Business Prior to the Effective Time. 41 Article V. Covenants 42 Section 5.01 Acquisition Proposals. 42 Section 5.02 Certain Policies and Actions of Seller. 43 Section 5.03 Access and Information. 44 Section 5.04 Certain Filings, Consents and Arrangements. 45 Section 5.05 Additional Actions. 45 Section 5.06 Publicity. 46 Section 5.07 Stockholders Meeting. 46 Section 5.08 Proxy Statement. 46 Section 5.09 Notification of Certain Matters. 46
Forbearance by Seller. Without limiting the covenants set forth in Section 3.01(a) hereof, during the period from the date of this Agreement to the Effective Xxxx Xxxxxx shall not, and shall not permit any of its Subsidiaries, without the prior written consent of Purchaser, to:
(i) change any provisions of the certificate of incorporation or bylaws of Seller, the federal stock charter or bylaws of the Association or any similar governing documents of the Subsidiaries of Seller;
(ii) issue any shares of capital stock or change the terms of any outstanding stock options or warrants, issue, award or grant any stock bonus, including any restricted stock award pursuant to the MRP, or issue, grant or sell any option, warrant, call, commitment, stock appreciation right, right to purchase or agreement of any character relating to the authorized or issued capital stock of Seller except pursuant to (i) the exercise of stock options or warrants as set forth in the Disclosure Letter consistent with Section 1.06 of this Agreement, (ii) the Stockholder Agreements among Yonkers REIT, Inc. and its stockholders or (iii) Seller Option Agreement; adjust, split, combine or reclassify any capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock (except that Seller may pay the regular quarterly dividend in the amount of $.10 per share declared on October 30, 2001 and the regular quarterly dividend in the amount of $.10 per share scheduled to be declared in January 2002);
(iii) other than in the ordinary course of business consistent with past practice and pursuant to policies currently in effect (which includes sales of residential loans and mortgage, mortgage related and other securities as part of balance sheet management), sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties, leases or assets to any individual, corporation or other entity other than a direct or indirect wholly owned Subsidiary of Seller or cancel, release or assign any indebtedness of any such person, except pursuant to contracts or agreements in force at the date of this Agreement and which have been described to Purchaser; PROVIDED, HOWEVER, that no sales may be made with recourse;
(iv) except to the extent required by law or as disclosed in Section 3.01(b)(iv) of Seller...
Forbearance by Seller. Without limiting the covenants set forth in Section 3.01(a) hereof, during the period from the date of this Agreement to the Effective Time, Seller shall not, and shall not permit the Association, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, to:
Forbearance by Seller. From the date hereof through the Closing Date, except as otherwise contemplated by this Agreement, the Company shall not, and Seller shall cause the Company not to, without the prior written consent of Buyer:
(a) sell, assign, lease, license, grant, mortgage, pledge, subject to any Lien or otherwise convey, transfer or dispose of any of the Company Assets or enter into any agreement to do any of the foregoing;
(b) enter into, amend, modify, terminate, cancel or extend any Material Contract (including License Agreements or further Contracts that could be considered License Agreements);
(c) waive or release any rights, or cancel, compromise, release or assign any claims held by Seller, except in the ordinary course of business;
(d) incur any capital expenditures;
(e) change any financial accounting methods, principles or practices, except insofar as may be required by a change in GAAP; and
(f) authorize or commit or agree to do any of the things described in clauses (a) through (e).
