Major Covenants Sample Clauses

Major Covenants. While any Preferred Shares are outstanding, the Company covenants, that unless it has the affirmative vote of Shareholders owning, in aggregate, not less than two-thirds (2/3) of the outstanding Preferred Shares: (1) not to incur any debt other than regular trade payables arising in day-to-day operations of the Company; and (2) not to transfer or sell assets (including to an affiliate or related person or entity). Each of these covenants is referred to as a “Major Covenant.”
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Major Covenants. While any Preferred Shares are outstanding, the Company covenants: (1) not to incur any debt except for (i) first mortgages on farmland with a maximum loan-to-value ratio of 60% (the “First Mortgages”); (ii) existing commercial equipment financing liens; and (iii) regular trade payables arising in day-to-day operations of the Company unless the incurrence of additional debt is agreed upon by an affirmative vote of Shareholders owning, in aggregate, not less than two‐thirds (2/3) of the outstanding Preferred Shares. (The Company’s farmland, First Mortgages, and existing commercial equipment financing liens are set forth under “Description of Securities”); (2) not to transfer or sell assets (including to an affiliate or related person or entity) other than as described above in “Inter-Company Transactions”; (3) not to transfer any funds to the Parent unless at such time (i) the Parent Loan has been repaid in full; and (ii) all accrued dividends on the Preferred Shares have been paid and (iii) the Adjusted Equity of the Company exceeds the net proceeds received by the Company in this Offering. Adjusted Equity is defined as shareholder's equity of the Company minus any amounts due to the Company from Parent and minus any amount that the Company's Board of Directors shall determine is sufficient working capital to provide for the next planting season. Each of these covenants is referred to as a “Major Covenant.”
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Major Covenants. 4.1 Each Party covenants and agrees with the other Party:
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Major Covenants. 23.2.1 Any requirement of Clause 21 (Financial covenants), Clause 22.8 (Negative pledge), Clause 4 (Conditions Subsequent) of the Fifth Amendment Agreement or Clause 22.10 (Disposals) is not satisfied.
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Related to Major Covenants

  • Director Covenants Director agrees that for a period of two (2) years from the Effective Time, Director shall not, directly or indirectly, individually or as an employee, partner, officer, director, promoter or shareholder or in any other capacity whatsoever, except in the performance of customary legal, accounting, insurance, or investment or investment management services as performed at the time of execution of the Agreement or of a similar nature:

  • Seller Covenants Seller covenants and agrees as follows:

  • Guarantor Covenants Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take, and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.

  • Particular Covenants Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement.

  • Other Covenants (Section 5.1): Borrower shall at all times comply with all of the following additional covenants:

  • Purchaser Covenants Purchaser shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by Purchaser under this Agreement at or prior to the Closing Date; and

  • Buyer Covenants Buyer covenants and agrees with Seller as follows:

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • Further Covenants The Company hereby covenants and agrees that:

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

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