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 Purchaser shall have been obtained, and except as otherwise expressly contemplated herein, the 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 articles of incorporation, bylaws or other governing instruments of any Company Entity;
(b) incur any additional debt obligation or other obligation for borrowed money (other than indebtedness of a Company Entity to another Company Entity) except in the ordinary course of the business of the Company Entities 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);
(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 any Company Entity, or declare or pay any dividend or make any other distribution in respect of the Company's capital stock;
(d) except for this Agreement, or for the issuance of Company Preferred Stock to the Senior Lenders and CGW in connection with the Financing, or pursuant to the exercise of stock options outstanding as of the date hereof and pursuant to the terms thereof in existence on the date hereof, or as disclosed in Section 8.2(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 Common Stock or any other capital stock of any Company Entity, or any stock appreciation rights, or any option, warrant, or other Equity Right;
(e) adjust, split, combine or reclassify any capital stock of any Company Entity or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Company Common Stock, or sell, lease, mortgage or otherwise dispose of or otherwise encumber (i) any shares of capital stock of any Company Subsidiary (unless any such shares of stock are sold or otherwise transferred ...
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. Except as expressly contemplated by this Agreement or otherwise approved in writing by the parties, from the date of this Agreement until the Effective Time, Company shall not, and the Members shall not (whether in its, his or her capacity as a member, director, officer, employee or agent of Company) and shall cause Company not to, do any of the following:
(a) (i) increase the compensation payable or to become payable to any officer of Company or to any employee other than a leased employee, (ii) grant any severance or termination pay, or enter into any severance agreement with, any officer or employee, (iii) enter into or amend any employment agreement with any officer or employee that would extend beyond the Effective Time except on an at-will basis or (iv) establish, adopt, enter into or amend any Employee Benefit Plan, except as may be required to comply with applicable Law;
(b) make any distribution in respect of the Company Membership Interests;
(c) effect any reorganization or recapitalization;
(d) issue, deliver, award, grant or sell, or authorize the issuance, delivery, award, grant or sale (including the grant of any security interests, liens, claims, pledges, limitations in voting rights, charges or other encumbrances) of, any membership interests, any securities convertible into or exercisable or exchangeable for any membership interests, or any rights, warrants or options to acquire any membership interests;
(e) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person (other than the purchase of assets from suppliers or vendors in the ordinary course of business and consistent with past practice);
(f) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets, except for dispositions in the ordinary course of business and consistent with past practice;
(g) directly or indirectly, through any representative or otherwise, enter into any agreement, discussion or negotiation with, or provide information to, or solicit, encourage, entertain or otherwise consider any inquiries or proposals from, any other entity or other Person wi...
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. 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, 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. 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
NEGATIVE COVENANTS OF COMPANY. So long as a drawing is available under the Letter of Credit, or the Bank shall have any Commitment hereunder, or the Company shall have any obligation to pay any amount to the Bank hereunder, the Company agrees that it will not, without the prior written consent of the Bank:
