Management Restrictions. Notwithstanding and without limiting the foregoing, the [Manager/Managing Member] shall not take any of the following actions on behalf of the Company without a Vote of a Majority of Members consenting to the taking of such action:
(a) Any act that would make it impossible to carry on the ordinary business of the Company;
(b) Any confession of a judgment against the Company;
(c) The dissolution of the Company;
(d) The disposition of any Company assets not in the ordinary course of business;
(e) The incurring of any debt not in the ordinary course of business;
(f) A change in the nature of the principal business of the Company;
(g) The payment or distribution of any assets or salaries, or the reimbursement of any costs or expenses, to any Member;
(h) The filing of a petition in bankruptcy or the entering into of an arrangement among creditors; and
(i) The entering into, on behalf of the Company, of any transaction constituting a “reorganization" within the meaning of the Internal Revenue Code. ]
Management Restrictions. During the period beginning on the date of this Agreement and ending on the tenth (10th) Business Day following the first Effective Date (as defined in the Joint Investor Registration Rights Agreement) to occur following such date, no Key Employee may, directly or indirectly, sell, transfer or otherwise dispose of (whether through the writing or purchase of options, futures or derivative instruments), or publicly announce (whether through the filing of a notice or otherwise) such individual's intention to dispose of, any Common Stock held or beneficially owned by such individual.
Management Restrictions. The Management Parties, except in a Transfer to a Permitted Transferee permitted by Section 4.03, are subject to certain restrictions on Transfers as more fully described in the Management Agreement (the “Management Agreement”) by and between the Management Parties and the Bank, which Management Agreement shall be assigned automatically from the Bank to the Company, without any further action by the parties thereto, upon the completion of the Holding Company Reorganization and shall remain in full force and effect in accordance with its terms. Notwithstanding the foregoing or anything herein to the contrary, the Bank, the Company and the other parties thereto shall not amend, waive, modify or terminate the Management Agreement without the prior written consent of non-interested Stockholders holding a majority of the Common Stock owned in the aggregate by all non-interested Stockholders with respect to the Management Agreement.
Management Restrictions. During the period beginning on the Closing ----------------------- Date and ending on the later of (i) February 1, 2000 and (ii) the date on which the Registration Statement (as defined in the Registration Rights Agreement) has been declared effective by the Commission (the "Management Restriction Period"), no Key Employee may sell, transfer or otherwise dispose of any Common Stock held or beneficially owned by such individual, whether through the writing or purchase of options, futures or derivative instruments, or otherwise; provided, -------- however, that the foregoing limitation shall not apply to (A) any sale, transfer ------- or other disposition of Common Stock at a price per share that is greater than the Conversion Price in effect on the date of such sale, transfer or disposition, or (B) any sale, transfer or other disposition by a Key Employee of a number of shares of Common Stock that does not exceed, singly or in the aggregate with any other sales, transfers or other dispositions made by such Key Employee during the Management Restriction Period, ten thousand (10,000) shares of Common Stock, as long as, prior to any sale, transfer or other disposition permitted by clause (A) or (B), the Registration Statement (as defined in the Registration Rights Agreement) has been declared effective by the Commission.
Management Restrictions a. All xxxxxx (interim and final) are removed from the "suitable land" base that is subject to commercial timber operations. Mechanical entry is restricted (e.g., to existing roads) (p. 7). The Forest must begin to inventory and evaluate each grove for fuel load build-up, and set priorities for treatment. There can be no logging in a grove within the period covered by the Forest Plan except "for the limited and specific purpose of reducing the fuel load ... pursuant to a Grove specific fuel load reduction plan and Grove specific EIS" (p. 10). The objective must be "to preserve, protect, restore and regenerate the Giant Sequoia Xxxxxx, without unnecessary damage to any old-growth trees in the Grove" (pp. 10-11).
x. Xxxxx Influence Zones can only be logged using single-tree or small group uneven-aged silviculture (pp. 8, 25).
c. The Forest Service must also use "every reasonable effort" to protect naturally occurring individual Giant Sequoia trees (pp. 20-21).
d. Cutover xxxxxx are to be managed so as "to restore these areas, as nearly as possible, to the former natural forest condition" (p. 27).
Management Restrictions. VOTING PROVISIONS.....................................................................................
Management Restrictions. No member of management of either Issuer or any Subsidiary is bound by or subject to any non-competition or other agreement which prohibits, or in any way restricts, such Person's ability to act or be employed as an officer or director of such Person.
Management Restrictions. During the period beginning on the date of this Agreement and ending on the ninetieth (90th) day following such date, no executive officer of the Company may, directly or indirectly, sell, transfer or otherwise dispose of (whether through the writing or purchase of options, futures or derivative instruments), or publicly announce (whether through the filing of a notice or otherwise) such individual's intention to dispose of, any Common Stock held or beneficially owned by such individual.
Management Restrictions. During the period beginning on the Closing Date and ending on the later of (i) April 1, 2001 and (ii) the date on which the Registration Statement (as defined in the Registration Rights Agreement) has been declared effective by the Commission (the "Management Restriction Period"), no Key Employee may sell, transfer or otherwise dispose of any Common Stock held or beneficially owned by such individual, whether through the writing or purchase of options, futures or derivative instruments, or otherwise; provided, however, that the foregoing limitation shall not apply to (A) any sale, transfer or other disposition of Common Stock at a price per share that is greater than the Market Price in effect on the date of such sale, transfer or disposition, or (B) any sale, transfer or other disposition by a Key Employee of a number of shares of Common Stock that does not exceed, singly or in the aggregate with any other sales, transfers or other dispositions made by such Key Employee during the Management Restriction Period, ten thousand (10,000) shares of Common Stock, as long as, prior to any sale, transfer or other disposition permitted by clause (A) or (B), the Registration Statement (as defined in the Registration Rights Agreement) has been declared effective by the Commission.
Management Restrictions. Except as set forth on Schedule 4.6, during the period beginning on the date of this Agreement and ending on the one hundred and eightieth (180th) day following such date, no Key Employee may, directly or indirectly, sell, transfer or otherwise dispose of (whether through the writing or purchase of options, futures or derivative instruments), or publicly announce (whether through the filing of a notice or otherwise) such individual's intention to dispose of, any Common Stock held or beneficially owned by such individual.
