Forbearance by the Company. During the period from the date of this Plan to the Effective Time, the Company shall not, and shall not permit any of its subsidiaries, without the prior written consent of Parent, to:
(a) other than in the ordinary course of business consistent with past practice, make any loan or advance or incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person;
(b) 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, or grant any stock appreciation rights or grant, sell or issue to any individual, corporation or other person any right or option to acquire, or securities evidencing a right to convert into or acquire, any shares of its capital stock, except for regular quarterly cash dividends both (i) at a rate per share of Company Common Stock not in excess of $0.30 per share and (ii) having record dates and payment dates consistent with past practice, provided, however, that the Company may not declare regular quarterly cash dividends after receipt of all regulatory approvals necessary for consummation (excluding any applicable waiting periods) of the Merger to the extent that the Company's shareholders would, after giving effect to the Merger, be eligible to receive a dividend from Parent for the same quarter for which the Company did not declare a dividend as a result of this subsection 2.2(b)(ii) and may not declare any regular quarterly cash dividends in any quarter if with respect to such quarter the amount of the dividend exceeds the amount of net income for such quarter; or issue any additional shares of capital stock except pursuant to the exercise of Company options outstanding as of the date hereof and on the terms in effect on the date hereof;
(c) other than in the ordinary course of business consistent with past practice and pursuant to policies currently in effect, sell, transfer, mortgage, encumber or otherwise dispose of any of its properties, leases or assets to any person, or cancel, release or assign any indebtedness of any such person, except pursuant to contracts or agreements in force as of the date of this Plan;
(d) make any capital expenditures, other than capital expenditu...
Forbearance by the Company. 2.1. During the term of this Agreement the Company will forebear from requiring Subdistrict No. 5 to replace [up to acre-feet] [any] [some specific time frame] of the injurious stream depletions to the water rights of the Company diverted from Saguache Creek at the headgate of the “ditch name" under priority no(s). . Subdistrict No. 5 may remedy injurious stream depletions under this agreement or by providing water in its sole discretion.
2.2. This Forbearance Agreement applies on each day during the term of the Agreement that the “ditch name” is the calling water right, except as provided in paragraph 2.4 below. The calling water right each day will be deemed to be the last priority served on that day as identified in the Preliminary Saguache Creek Daily Report (“Daily Report”) prepared and issued by the Colorado Division of Water Resources. On days when no Daily Report is issued, the parties will use the last priority served from the most recent Daily Report until a new Daily Report is issued.
2.3. The number of acre-feet of injurious depletions to the water right of the Company will be calculated each day the “ditch right” is the calling water right and injurious depletions are not remedied by Subdistrict No. 5 providing replacement water, and both the Company and Subdistrict No. 5 will keep a running total of said depletions. The daily injurious depletions in acre-feet will be the amount of water that the “ditch right” would have been able to divert, but for the depletions caused by xxxxx operating under Subdistrict No. 5’s Annual Replacement Plan. The maximum rate of daily depletions will initially be determined by dividing the number of days in the month into the estimated monthly stream depletions to Saguache Creek contained in the Subdistrict’s Annual Replacement Plan approved by the State and Division Engineers. The actual amount of injurious depletions to the “ditch right” during the term of this Agreement will be determined pursuant to paragraph 3.2 below.
2.4. This Forbearance Agreement will apply on days when the following priorities decreed to the “ditch right” are the last priority served and the injurious depletions are not remedied by actual water: On such days the amount of water that must be provided by Subdistrict No. 5 to replace the injurious stream depletions to the “ditch right” is the lesser of either (1) the daily rate of stream depletions otherwise required to be replaced by Subdistrict No. 5 calculated in accordance with paragra...
Forbearance by the Company. During the period from the date of this Plan to the Effective Time, the Company shall not, and shall not permit any of its subsidiaries, without the prior written consent of Parent, to:
(a) other than in the ordinary course of business consistent with past practice, make any loan or advance or incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person;
(b) (i) adjust, split, combine or reclassify any capital stock;
Forbearance by the Company. Except for performance of its obligations under contracts or other instruments or documents listed in any Schedule hereto in the ordinary course of business (or any similar contracts or other instruments or documents not
Forbearance by the Company. 9 SECTION 2.3. Cooperation of the Company ..................................... 12 SECTION 2.4. Conduct of Parent's Business Prior to the Effective Time .....
Forbearance by the Company. No forbearance or indulgence by the Company shown or granted to the Buyer whether in respect of these Terms or otherwise shall in any way affect or prejudice the rights of the Company against the Buyer or be regarded as a waiver of any of these Terms or preclude its exercise at any subsequent time.
Forbearance by the Company. Except (i) as expressly contemplated by this Agreement, (ii) as set forth in Schedule 4.2, or (iii) as Parent shall otherwise consent in writing, the Company shall not (and shall cause its Subsidiaries to not):
(a) make any capital expenditure or enter into any commitment for a capital expenditure exceeding $50,000 individually or $100,000 in the aggregate (other than the payment of rent, payroll and interest obligations on Company Debt in the ordinary course of business and consistent with past practices and payments under obligations existing as of the date hereof);
(b) (i) sell, exclusively license or assign to any Person or enter into any agreement to sell, exclusively license or assign to any Person any rights to any Company Intellectual Property, (ii) buy or license any Technology or Intellectual Property of any third party or enter into any agreement to buy or license any Technology or Intellectual Property of any third party (other than licenses of Open Source Software not required to be set forth on Schedule 2.14(n) of the Disclosure Schedule, Shrink-Wrap Code, and agreements with Employees or other contributors in the form of the applicable Standard Form Agreement relating to the assignment or license of Intellectual Property to the Company), (iii) license any Company Products or Company Technology to third parties other than in non-exclusive agreements to provide the Company Products to end-users in the form of (A) the applicable Standard Form Agreement or (B) the third party’s form of agreement under which the terms applicable to any Company Products or Company Technology do not materially deviate from the terms in the applicable Standard Form Agreement and which do not create any Lien upon, or impose any other restrictive covenants binding, the Company or of its Subsidiaries or any of their respective properties or assets, (iv) enter into any distributor, reseller, sales representative, marketing, or similar agreement; (v) amend, modify, or extend any agreement for the license, sale, or other distribution of Company Products or Company Technology (other than amendments, extensions, or modifications to non-exclusive agreements to provide the Company Products to end-users which amendments, extensions, or modifications are entered into in the ordinary course of business consistent with past practice and which do not materially change pricing or royalties under such agreements or create any Lien upon the Company or of its Subsidiaries, or any of t...
Forbearance by the Company. During the period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of the Company Subsidiaries, without the prior written consent of the Acquiror (which consent shall not be unreasonably withheld and the Acquiror will provide a response, whether a consent or a refusal to consent, within two business days of receipt of a request for any such consent), to:
Forbearance by the Company. Until the Secured Indebtedness is paid in full, in cash or Cash Equivalents, and the Note Purchase Agreement is terminated or expires, or unless requested by the Collateral Agent, the Company shall not, without Collateral Agent's prior written consent, given in its sole discretion: (i) accelerate the maturity of the Pledged Loans, (ii) assert, collect or enforce the Pledged Loans or exercise any right of set-off, or (iii) commence, or cause to commence, prosecute or participate in (other than participate in an action, once commenced, to protect and pursue its rights and remedies as, for example, exercising its rights in a bankruptcy proceeding or state receivership proceeding) any administrative, legal or equitable action against an Obligor or any administrative, legal or equitable action that might adversely affect an Obligor or its interest, including, but not limited to, the entry of a decree or order for relief in respect of an Obligor under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of an Obligor or for any substantial part of an Obligor's assets.
Forbearance by the Company. The Company agrees to forbear from attempting to collect any portion of the Settlement Amount or enforcing its rights and remedies to collect the Settlement Amount at any time during the Forbearance Period. Without limiting the generality of the foregoing, during the Forbearance Period the Company will not (a) initiate proceedings for the collection of the Settlement Agreement; (b) file or join in filing an involuntary petition in bankruptcy with respect to Xxx, or (c)otherwise initiate or participate in similar insolvency reorganization or moratorium proceedings.
