Common use of Material Transactions Clause in Contracts

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. Prior to the Closing, neither OTM TURNKEY nor NAS TTHX 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 ’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. Prior to the Closing, neither OTM MEDIX nor NAS MDXL 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 Encumbranceencumbrance, 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 ’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.