NEGATIVE COVENANTS OF COMPANY. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Parent shall have been obtained, and except as otherwise expressly contemplated herein, Company covenants and agrees that it will not do or agree or commit to do any of the following:
(a) amend the Articles of Incorporation, Bylaws or other governing instruments of Company, or
(b) except for short-term borrowings with a maturity of one year or less in the ordinary course of business consistent with past practices, incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or impose, or suffer the imposition, on any Asset of Company of any Lien or permit any such Lien to exist (other than in connection with Liens in effect as of the date hereof that are disclosed in the Company Disclosure Memorandum); or
(c) repurchase, redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans), directly or indirectly, any shares, or any securities convertible into any shares, of the capital stock of Company, or declare or pay any dividend or make any other distribution in respect of Company Capital Stock; or
(d) except for this Agreement, or pursuant to the exercise of Company Equity Rights outstanding as of the date hereof and pursuant to the terms thereof in existence on the date hereof, or as disclosed in Section 7.2(d) of the Company Disclosure Memorandum, issue, sell, pledge, encumber, authorize the issuance of, enter into any Contract to issue, sell, pledge, encumber, or authorize the issuance of, or otherwise permit to become outstanding, any additional shares of Company Capital Stock or any other Equity Right; or (e) adjust, split, combine or reclassify any capital stock of Company or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Company Capital Stock, or sell, lease, mortgage or otherwise dispose of or otherwise encumber any Asset having a book value in excess of $10,000 other than in the ordinary course of business for reasonable and adequate consideration, or transfer or license to any Person other than Company or otherwise extend, amend or modify in any material respect any rights to material Intellectual Property other than in the ordinary course of business (including changing any domain names or faili...
NEGATIVE COVENANTS OF COMPANY. Except as set forth in Section 6.2 of the Company Disclosure Schedule or as expressly contemplated by this Agreement or otherwise consented to in writing by Acquiror, during the period from the date of this Agreement to the purchase of a majority of the shares of Company Common Stock pursuant to the Offer, Company will not do, and will not permit any of its subsidiaries or authorize any of its officers, directors, employees, agents, attorneys, accountants, financial or other advisors, investment bankers or other representatives (collectively, the "Representatives") (where applicable) to do, and will use its reasonable best efforts not to allow any Representative to do, any of the following:
(a) (i) increase the compensation payable to or to become payable to any member of the Board of Directors of Company or executive officer (which, for purposes of clarity, the parties acknowledge and agree shall mean Company's President, Chief Executive Officer, Senior Vice Presidents, Vice Presidents, Secretary and Treasurer) (except increases required pursuant to agreements disclosed on the Company Disclosure Schedule); (ii) pay bonuses to any member of the Board of Directors of Company or executive officer in excess of $1,000,000 in the aggregate for all directors and executive officers; (iii) pay bonuses (which for purposes of clarity, the parties acknowledge and agree does not include sales commissions payable in the ordinary course of business consistent with past practice) to any other employee of Company in excess of $25,000 in the aggregate for any individual employee or up to $500,000 in the aggregate for all employees (other than, in each case, payments required pursuant to agreements disclosed on the Company Disclosure Schedule); (iv) grant any severance or termination pay (other than pursuant to Company's or its subsidiaries' ordinary course severance practices or Contracts disclosed on the Company Disclosure Schedule) (provided that to the extent such payments are made for the release of potential employment related legal claims, such payments shall be considered to be made pursuant to Section 6.2(g) and not this Section 6.2(a)(iv)) to, or enter into or amend any employment or severance agreement with, any member of the Board of Directors of Company, officer or employee; (v) establish, adopt or enter into any Benefit Plan (other than ordinary course renewals of Benefit Plans) or (vi) except as may be required by applicable Law and except as set forth in Sec...
NEGATIVE COVENANTS OF COMPANY. Company 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, Company shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 7.
NEGATIVE COVENANTS OF COMPANY. Between the date hereof and the Effective Time, Company agrees that without Seller’s prior written consent (which consent shall not be unreasonably withheld and which consent shall be deemed granted if within three (3) Business Days of Seller’s receipt of written notice of a request for prior written consent, written notice of objection is not received by Company), it shall not:
(a) Declare or pay any dividend or make any other distribution in respect of any of its capital stock; (b) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (c) repurchase or otherwise acquire any shares of its capital stock;
6.4.2 Take any action that would or might result in any of the representations and warranties of Company or Bank set forth in this Agreement becoming untrue in any material respect or any of the conditions to the Merger set forth in Article 7 not being satisfied, except to the extent such actions are required to be undertaken by applicable law, regulation or at the direction of any Regulatory Authority;
6.4.3 Issue, deliver, sell, or grant, or authorize the issuance, delivery, sale or grant of, or purchase, any shares of the capital stock of Company or any securities convertible or exercisable into or exchangeable for such capital stock, or any rights, warrants or options, including options under any stock option plans or enter into any agreements to do any of the foregoing, except in connection with the issuance of Company Stock Options or other equity compensation instruments or rights under the Company Stock Option Plan or Company Common Stock pursuant to the exercise of Company Stock Options, none of which shall be deemed to cause the representation in Section 4.5 to be untrue in any material respect under Section 6.4.2;
6.4.4 Take or cause to be taken any action which would disqualify the Merger as a “reorganization” within the meaning of Section 368(a) of the IRC as a tax-free reorganization;
NEGATIVE COVENANTS OF COMPANY. Without the prior written consent of the Holder, such consent not be unreasonably withheld or delayed, following the date hereof, the Company shall not:
(a) except for Permitted Indebtedness, create, incur, assume or permit to exist any Debt ranking senior to or pari passu to the security contemplated hereunder and under the Security Agreement;
(b) amend in any way, or make any voluntary prepayment of, any Debt existing as of the date hereof, including, for avoidance of doubt, the Permitted Indebtedness set out in Schedule “A” attached hereto;
(c) declare, pay or make any dividend or other distribution on any shares in the capital of the Company or authorize the repurchase of any shares in the capital of the Company;
(d) redeploy its assets or resources in a manner that results in a change to its principal business as conducted on the date hereof;
(e) sell, lease, or otherwise dispose of the Collateral except in accordance with the terms and conditions of the Security Agreement;
(f) become liable under any guarantees or otherwise become a surety for the indebtedness of a third party other than in the ordinary course of business or pursuant to Permitted Indebtedness; and
(g) enter into any contract or transaction with any related party except for the purchase and/or sale of goods and/or services at fair market value and except for the issuance of securities of the Company on the same terms as offered to non- related parties.
NEGATIVE COVENANTS OF COMPANY. To conform with the terms and conditions under which each Holder is willing to have credit outstanding to Company, and to induce each Holder to enter into this Agreement and make the Loans, Company warrants, covenants and agrees that until the full and final payment of the Obligations and the termination of this Agreement, unless Required Holders have previously agreed otherwise:
NEGATIVE COVENANTS OF COMPANY. Until the termination of this Agreement and the payment in full to the Credit Bank of all amounts payable to the Credit Bank hereunder, Company hereby covenants and agrees that, without the prior written consent of the Credit Bank, Company will not directly or indirectly:
NEGATIVE COVENANTS OF COMPANY. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Parent shall have been obtained, and except as otherwise expressly contemplated herein, Company covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following:
(a) amend the Certificate of Incorporation, Bylaws or other governing instruments of any Company Entity; provided, that notwithstanding the foregoing, Company shall, as soon as practicable after the date of this Agreement, take all such action as may be required under its Certificate of Incorporation, as amended, and applicable Law to effect an amendment to the Certificate of Designations relating to the Company Series H Stock, as contemplated by Section 7(f) of such Certificate of Designations, to the extent necessary to implement the provisions of Section 3.1(e) of this Agreement, or
(b) incur any additional debt obligation or other obligation for borrowed money (other than indebtedness of a Company Entity to another Company Entity) in excess of an aggregate of $50,000 (for the Company Entities on a consolidated basis) except in the ordinary course of business consistent with past practices, or impose, or suffer the imposition, on any Asset of any Company Entity of any Lien or permit any such Lien to exist (other than in connection with Liens in effect as of the date hereof that are disclosed in the Company Disclosure Memorandum or Liens that are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect); or
(c) repurchase, redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans or pursuant to restricted stock agreements with Company employees or consultants in accordance with the terms thereof in effect on the date of this Agreement), directly or indirectly, any shares, or any securities convertible into any shares, of the capital stock of any Company Entity, or declare or pay any dividend or make any other distribution in respect of Company's capital stock, provided that Company shall (to the extent legally and contractually permitted to do so) declare and pay regular quarterly cash dividends on the shares of Company Series H Stock in accordance with the Company's Certificate of Incorporation; or
(d) except for this Agreement, or pursuant to the exercise of Equity ...
NEGATIVE COVENANTS OF COMPANY. Company covenants and agrees that, until payment in full of the Note, it shall and shall cause its Subsidiaries to perform each and all of the following:
NEGATIVE COVENANTS OF COMPANY. At all times during the term of this Agreement and until payment in full of the Note and performance of all obligations of Company under the Note and this Agreement, Company will comply with the following negative covenants:
