Miscellaneous Negative Covenants Sample Clauses

Miscellaneous Negative Covenants. The Company shall not, and shall cause all of its Subsidiaries not to, directly or indirectly, without the Investor’s written approval (such approval not to be unreasonably withheld): (a) dispose, in a single transaction, or in a series of transactions, of all or any part of its assets unless such disposal is: (i) in the ordinary course of business; (ii) for fair market value; and (iii) approved by the board of directors of the Company; (b) reduce its issued share capital or any uncalled liability in respect of its issued capital, except by means of a purchase or redemption of the share capital that is permitted under Australian law; (c) undertake any consolidation of its share capital; (d) change the nature of its business or the nature of the business of any Subsidiary; (e) transfer the jurisdiction of incorporation of the Company or any of its Subsidiaries; (f) enter into any agreement with respect to any of the matters referred to in paragraphs (a) – (e).
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Miscellaneous Negative Covenants. The Company shall not, and (in respect of only subclauses (a), (e) and (f) below) shall cause all of its Subsidiaries not to, directly or indirectly, without the Investor’s written approval (such approval must not to be unreasonably withheld): (a) dispose, in a single transaction, or in a series of transactions, of all or substantially all of its assets unless such disposal is in the ordinary course of business; (b) cease to be a “reporting issuer” under Canadian Securities Laws; (c) de-list its Shares from the TSX, provided that this provision shall not prevent the Company from completing any transaction which would result in the Company ceasing to be listed on the TSX so long as the holders of Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Shares have approved the transaction in accordance with the requirements of Canadian Securities Laws, US Securities Laws and corporate laws, subject to the Company’s compliance with its obligations in clause 10.11, if the Investor exercises its right in clause 10.11; (d) undertake any consolidation of its share capital unless such consolidation is required by the TSX; (e) reduce its paid-up or stated capital; (f) transfer the jurisdiction of incorporation of the Company or any of its Material Subsidiaries; or (g) enter into any agreement with respect to any of the matters referred to in paragraphs (a) – (f). In the event the Company proposes to take any action set out in paragraphs (a) to (g) above, the Company shall provide the Investor with at least ten (10) Business Days prior written notice regardless of whether the consent of the Investor is required in the circumstances.
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Miscellaneous Negative Covenants. The Company and the US Subsidiary shall not, and shall cause all of its Subsidiaries not to, directly or indirectly, without the Investor’s written approval, and such approval must not be unreasonably withheld, directly or indirectly: (a) dispose, in a single transaction, or in a series of transactions, of all or any part of its assets unless such disposal is: (i) in the ordinary course of business; (ii) for fair market value; and (iii) approved by the board of directors of the Company; (b) initiate and undertake any reduction in its issued share capital or any uncalled liability in respect of its issued capital, except by means of a purchase or redemption of the share capital that is permitted under Australian law;
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Miscellaneous Negative Covenants. The Company shall not, and shall cause all of its Subsidiaries not to, directly or indirectly, without the Investor’s written approval: 15.23.1 enter into, create, incur, assume or suffer to exist any indebtedness or Liens in excess of an aggregate amount of AU$5,000,000 on or with respect to any of its, or its Subsidiary’s, property or assets now owned or hereafter acquired, or any interest therein, or any income or profits therefrom, that is senior to or pari passu with, any the Investor’s rights hereunder; 15.23.2 dispose, in a single transaction, or in a series of transactions, of all or any part of its assets unless such disposal is (a) in the ordinary course of business, (b) for fair market value and (c) approved by the board of directors of the Company; 15.23.3 reduce its issued share capital or any uncalled liability in respect thereof, except by means of a purchase or redemption of the share capital, that is permitted under Australian law;
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Miscellaneous Negative Covenants. The Company will not, and will not permit any Subsidiary to: (a) Change its Fiscal Year; or (b) Change its auditors from those described in subsection 6.2(c).
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Miscellaneous Negative Covenants. Until all Indebtedness is paid and discharged in full and all Obligations are performed and discharged in full by Compost and/or Miami and/or Bedminster, Compost, Miami and Bedminster hereby agree, promise and covenant, jointly and severally, that Compost, Miami and Bedminster shall not, without the prior written consent of Lionhart, LHI and GEP, take any of the following actions: (a) Equity Securities-No Encumbrances. Create, assume, grant, convey, deliver, or permit to exist, either voluntarily or by operation of law, any Encumbrance or other lien on or pledge against any of the Equity Securities of Miami or Bedminster (For purposes of this Section 17.02.03, the term "Equity Securities" shall mean, with respect to Miami, the Miami Common Stock, any other capital stock of Miami, and any option, warrant, security and/or other right (including any debt securities) that is (are) directly or indirectly exercisable, convertible or exchangeable for any such capital stock of Miami, and shall mean, with respect to Bedminster, the Bedminster Common Stock, any other capital stock of Bedminster, and any option, warrant, security and/or other right (including any debt securities) that is (are) directly or indirectly exercisable, convertible or exchangeable for any such capital stock of Bedminster); or
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Miscellaneous Negative Covenants. The Company shall not, and shall cause all of its Subsidiaries not to, directly or indirectly, without the Investor’s written approval: 15.23.1 enter into, create, incur, assume or suffer to exist any indebtedness or Liens in excess of an aggregate amount of AU$5,000,000 on or with respect to any of its, or its Subsidiary’s, property or assets now owned or hereafter acquired, or any interest therein, or any income or profits therefrom, that is senior to or pari passu with, any the Investor’s rights hereunder; 15.23.2 dispose, in a single transaction, or in a series of transactions, of all or any part of its assets unless such disposal is (a) in the ordinary course of business, (b) for fair market value and (c) approved by the board of directors of the Company; 15.23.3 reduce its issued share capital or any uncalled liability in respect thereof, except by means of a purchase or redemption of the share capital, that is permitted under Australian law; 15.23.4 change the nature of its business or the nature of the business of any Subsidiary; 15.23.5 make an application under section 411 of the Corporations Act; 15.23.6 transfer the jurisdiction of incorporation of the Company or any of its Subsidiaries; or 15.23.7 enter into any agreement with respect to any of the foregoing.
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Related to Miscellaneous Negative Covenants

  • Certain Negative Covenants So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

  • Miscellaneous Covenants The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks or their representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

  • Miscellaneous Provisions The following miscellaneous provisions are a part of this Agreement:

  • NEGATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

  • Miscellaneous Provision It is hereby understood that, to be entitled to the benefits under this Agreement, the MEMBER hereby waives his/her consent to the disclosure and processing of his/her medical/health information which is determinative for the assessment of his/her coverage and necessary for the treatment of his/her illness. MediCard, its Medical Service Units/Teams and its Accredited Hospitals/Clinics are hereby released from any liability by reason of such disclosure.

  • BORROWER'S NEGATIVE COVENANTS Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless Requisite Lenders shall otherwise give prior written consent, Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 7.

  • CERTAIN NEGATIVE COVENANTS OF THE BORROWER The Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or the Agent has any obligations to issue, extend or renew any Letters of Credit:

  • Governing Law and Miscellaneous Provisions The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

  • AFFIRMATIVE AND NEGATIVE COVENANTS The Borrower covenants and agrees that, so long as any Bank has any Commitment hereunder or any Obligations remain unpaid:

  • Miscellaneous Conditions Consultant shall be responsible for and remedy all damage or loss to any property, including property of City, caused in whole or in part by Consultant, any SubConsultant, or anyone employed, directed, or supervised by Consultant.

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