Material Transactions. Prior to the Closing, no Party will (other than (i) as contemplated by the terms of this Agreement and the Related Agreements, (ii) with respect to transactions for which there is a binding commitment existing prior to the date hereof disclosed in the Disclosure Schedules, and (iii) transactions described on Schedule 7.3 which do not vary materially from the terms set forth on such Schedule 7.3, or in the Ordinary Course of Business without first obtaining the written consent of the other Parties):
(a) declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property;
(b) amend its Governing Documents or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person;
(c) except pursuant to options, warrants, conversion rights or other contractual rights, issue any shares of its capital stock or any options, warrants or other rights to subscribe for or purchase such common or other capital stock or any securities convertible into or exchangeable for any such common or other capital stock;
(d) directly redeem, purchase or otherwise acquire any of its common or other capital stock;
(e) effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize;
(f) enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees;
(g) make any payment or distribution to the trustee under any bonus, pension, profit sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or en...
Material Transactions. Not enter into any transaction material in nature or amount without the prior written consent of Buyer, except for transactions in the ordinary course of business;
Material Transactions. The Company will not enter into any other agreement, course of action or transaction material to it, except in the ordinary course of business, consistent with past practice.
Material Transactions. Except to the extent disclosed in the Registration Statement, the Disclosure Package and the Prospectuses or for discussions or negotiations in the ordinary course of business, the Company is not currently party to any agreement in respect of: (i) the purchase of any material assets and properties or any interest therein or the sale, transfer or other disposition of any material assets and properties or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares or otherwise; or (ii) the change of control of the Company (whether by sale or transfer of shares or sale of all or substantially all of the assets and properties of the Company or otherwise).
Material Transactions. Prior to the Closing, neither OTM nor NAS will, without first obtaining the written consent of the other parties hereto:
(a) amend its Articles of Incorporation or Bylaws or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person;
(b) place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the ordinary course of business or as otherwise disclosed herein;
(c) guarantee the obligation of any person, firm or corporation, except in the ordinary course of business;
(d) make any loan or advance in excess of Two Thousand Five Hundred ($2,500) Dollars in the aggregate or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value;
(e) violate any applicable law which violation might have a material adverse effect on such party;
(f) except in the ordinary course of business, enter into any agreement or transaction with any of such party's affiliates; or
(g) engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action.
Material Transactions. Except as contemplated by this Agreement, prior to the Effective Time, each party hereto, including its respective subsidiaries, if any, will not, without first obtaining the written consent of the other parties hereto:
(1) dispose of or encumber any asset or enter into any transaction or make any contract commitment relating to the properties, assets and business of such entity, other than in the ordinary course of business or as otherwise disclosed herein;
(2) enter into any employment contract which is not at will or terminable upon notice of thirty (30) days or less, without penalty;
(3) enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $10,000.00, except in the ordinary course of business;
(4) except as contemplated herein, issue or sell, or agree to issue or sell, any shares of capital stock or other securities of such entity;
(5) make any payment or distribution under any bonus, pension, profit-sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such entities usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement of providing for bonuses, executive incentive compensation, pensions, deferred compensation, retirement payments, profit-sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate any plan;
(6) extend credit to anyone except in the ordinary course of business consistent with prior practice;
(7) guarantee the obligation of any person, firm or corporation;
(8) amend its charter or bylaws, or applicable organizational documents;
(9) set aside or pay any cash dividend or any other distribution on or in respect of its capital stock or any redemption, retirement or purchase with respect to its capital stock or issue any additional shares of its capital stock; or engage in any stock split, re-capitalization, reorganization or comparable transaction;
(10) discharge or satisfy any lien, charge, encumbrance or indebtedness outside the ordinary course of business;
(11) institute, settle or agree to settle any litigation, action or proceeding before any court or governmental body;
(12) authorize any compensation increase of any kind whatsoever for any employee, consultant or other representative; or
(13) engage in any extraordinary transaction.
Material Transactions. Except as set forth on Schedule 4.1(c), Sellers will not permit Latin America, Mexico or any of the Subsidiaries to:
(i) amend its articles of incorporation or bylaws;
(ii) change its authorized or issued equity interests or issue any rights or options to acquire shares of its equity interests;
(iii) enter into or commit to enter into any Material Contract except in the ordinary course of business;
(iv) enter into any employment or consulting contract or arrangement except in the ordinary course of business with any -28- person that is not terminable at will, without penalty or continuing obligation to the Buyer;
(v) sell, transfer, lease or otherwise dispose of any of its assets other than inventory, receivables and obsolete equipment in the ordinary course of business and consistent with past practice;
(vi) except as set forth in Schedule 4.1, incur, create or assume any mortgage, pledge, lien, restriction, encumbrance, tenancy, encroachment, covenant, condition, right-of-way, easement, claim, security interest, charge or other matter affect ing title on any of its assets or other property, except Permitted Encumbrances;
(vii) except as set forth in Schedule 4.1, make, change or revoke any tax election or make any agreement or settlement with any taxing authority;
(viii) declare or pay any dividend or other dis tribution (except in respect of the payment of any Taxes) in respect of any of its equity interests, or make any payment to redeem, purchase or otherwise acquire, or call for redemption, any of such equity interests; provided, however, that this subsec tion shall not apply to the European Subsidiaries;
(ix) except to the extent set forth in Schedule 4.1, increase or otherwise change the compensation payable or to become payable to any officer, employee or agent;
(x) make or authorize the making of any capital expenditure in excess of $50,000 in the aggregate;
(xi) except as set forth in Schedule 4.1, incur any debt or other obligation for money borrowed;
(xii) incur any other obligation or liability, absolute or contingent except in the ordinary course of business and consistent with past practice;
(xiii) cancel or permit the waiver of any right material to the operation of the business of Latin America, Mexico or any Subsidiary relating to any of its suppliers listed on Exhibit D or any customers representing individually in excess of 5% and in the aggregate more than 10% of sales in the 18 months ended June 30, 1996 of any of Europe, Latin Ameri...
Material Transactions. Prior to the Effective Time and except as set forth on Exhibit 7.2, Advantage Health will not (other than as required pursuant to the terms of the Plan of Merger and the related documents and other than with respect to transactions for which binding commitments have been entered into prior to the date hereof and transactions described in Exhibit 7.2 which do not vary materially from the terms set forth on Exhibit 7.2), without first obtaining the written consent of HEALTHSOUTH (such consent not to be unreasonably withheld:
(a) Encumber any asset or enter into any transaction or make any contract or commitment relating to the properties, assets and business of Advantage Health, other than in the ordinary course of business;
(b) Enter into any employment contract which is not terminable upon notice of 30 days or less, at will, and without penalty to Advantage Health, except as provided herein;
(c) In addition to any existing or prospective contract or agreement disclosed on Exhibit 7.2 and other than acquisitions or other commitments not exceeding $15,000,000 in the aggregate, enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $100,000;
(d) Issue or sell, or agree to issue or sell, any shares of capital stock or other securities of Advantage Health (other than options to purchase shares of Advantage Health Common Stock issued after the date hereof in the ordinary course of Advantage Health's business or consistent with its past practice), except upon exercise of currently outstanding stock options (or upon exercise of such permitted subsequently granted options);
(e) Except for contributions to Advantage Health's existing retirement plans, make any payment or distribution to the trustee under any bonus, pension, profit-sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with Advantage Health's usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, executive incentive compensation, pensions, deferred compensation, retirement payments, profit-sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate any Plan;
(f) Extend credit to anyone, except in the ordinary course of business or consistent with its past practice;
(g) Guarantee the obligation o...
Material Transactions. Entered into any material transactions other than in the Ordinary Course of Business.
Material Transactions. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any Subsidiary is currently party to any agreement in respect of (i) the purchase of any material property or assets or the sale, transfer or other disposition of any material property or assets currently owned, directly or indirectly, by the Company or the Subsidiaries whether by asset sale, transfer of shares or otherwise or (ii) the change of control of the Company or the Subsidiaries (whether by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company or the Subsidiaries or otherwise).
