Negative Covenants of the Companies. To conform with the terms and conditions under which the Note Purchaser is willing to have credit outstanding to Inland, and to induce the Note Purchaser to enter into this Agreement and purchase the TCW Sub Notes, the Companies hereby warrant, covenant and agree, until the full and final payment of the Obligations and the termination of this Agreement, unless the Requisite Holders otherwise approve in writing, (i) all of the covenants contained in ANNEX C-2 attached hereto will be observed and (ii) as follows:
Negative Covenants of the Companies. From the date hereof until the earlier of the Closing Date or the termination of this Agreement, the Companies shall not (and shall cause the Companies’ Subsidiaries not to) do any of the following without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed):
(i) Issue, sell or redeem any of the Companies’ or any of the Companies’ Subsidiaries’ capital stock;
(ii) Issue, sell or redeem any securities convertible into, or options with respect to, warrants to purchase, or rights to subscribe for, any capital stock (as applicable) of the Companies or any Companies’ Subsidiaries;
(iii) Effect any stock dividend or stock split or pay any dividend with respect to the Shares (except for dividends in cash and dividends by the Companies’ Subsidiaries to the Companies);
(iv) Amend the Companies or any of the Companies’ Subsidiaries’ certificate of incorporation, bylaws or charter or other organizational document, except for amendments required to comply with its obligations under this Agreement;
(v) Take any action outside the ordinary course that would (a) adversely affect the ability of any party to the transaction to obtain any consents required for the transactions contemplated thereby, or (b) adversely affect the ability of any party hereto to perform its covenants and agreements under this Agreement; or (c) adversely affect the ability of any party to consummate the transactions contemplated by this Agreement;
(vi) Impose, or suffer the imposition, on any of the rights, properties or assets of the Companies or any of the Companies’ Subsidiaries of any Lien or permit any such Lien to exist other than any statutory liens relating to obligations not yet due and payable;
(vii) Incur any Liability or obligation, except in the ordinary course of business and consistent with past practices;
(viii) Except for sales of products or services in the ordinary course of business and other than pursuant to this Agreement, sell, contribute or enter into any contract to sell or contribute, any interest in any of the rights, properties or assets of the Companies or any of the Companies’ Subsidiaries;
(ix) Purchase or acquire any assets or properties related to the Companies or any of the Companies’ Subsidiaries, whether real or personal, tangible or intangible, or sell or dispose of any assets or properties of the Companies or Companies’ Subsidiaries, whether real or personal, tangible or intangible, except in the ord...
Negative Covenants of the Companies. For so long as this Agreement is in effect, the Seller shall, from the date of this Agreement to the Closing, except as specifically contemplated by this Agreement, as disclosed in the Schedules to this Agreement or as otherwise agreed to by the Purchaser, cause each of the Companies not to:
(a) sell or otherwise dispose of tangible or intangible assets or real or personal property except in the ordinary course of business;
(b) make any amendments to its Articles or Certificate of Incorporation or Bylaws;
(c) make any capital expenditures not in the ordinary course of business;
(d) enter into any contract or transaction with any Affiliate of the Companies except for (i) contracts and transactions entered into in the ordinary course of business whereby the monetary or business consideration arising from such contract or transaction would be substantially as advantageous to the Companies as the monetary and business consideration which it would obtain in a comparable arm's length transaction and (ii) the Transaction Documents to which the Companies are a party and other contracts entered into pursuant to this Agreement;
(e) except for the transaction bonus set forth on Schedule 2.20 (which shall be included among the Companies' current liabilities for purposes of calculating the Working Capital Adjustment), change any compensation or rate of compensation payable to any officer, director or key employee, other than in the ordinary course of business;
(f) contract to create any mortgage, pledge, lien, security interest or encumbrance, restriction, or charge of any kind on its assets (other than liens existing as of the date hereof, or liens created in the ordinary course of business);
(g) materially change the terms of any agreement with a customer or supplier or materially discount any accounts receivable from any customer;
(h) incur any indebtedness for borrowed money not in the ordinary course of business;
(i) issue any equity security or redeem, purchase or otherwise acquire any of the capital stock of the Companies; or
(j) enter into any transactions not in the ordinary course of business.
Negative Covenants of the Companies. Except as expressly contemplated by this Agreement or as previously disclosed to Buyer or Hanger in writing on SCHEDULE 5.2, or otherwise consented to in writing by Buyer or Hanger, from the date of this Agreement until the Closing Date, each Company shall not, directly or indirectly through any Affiliate or otherwise (and the Sole Stockholder shall not and shall not cause any Company to), and shall not permit any Affiliate to directly or indirectly, do any of the following:
(a) (i) increase the compensation payable to, or to become payable to, any employee, director or executive officer; (ii) grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or employee; (iii) establish, adopt, enter into, amend, modify or terminate any Employee Benefit Plan or arrangement except as may be required by applicable Law; or (iv) hire any person;
(b) declare or pay any dividend on or make any other distribution in respect of, outstanding shares of its capital stock;
Negative Covenants of the Companies. During the Pre-Closing Period, none of the Companies, except as set forth in Schedule 5.1.2, as otherwise specifically permitted herein, or with Buyer's prior consent, shall:
(a) amend its Organizational Documents;
(b) except for Closing Distributions, declare or pay any dividends or distributions on its Shares, Interests or other capital stock;
(c) purchase, redeem, issue or sell any of its Shares, Interests or other capital stock or otherwise change its capitalization as it exists on the date hereof, or issue, grant, or sell any options, equity appreciation or purchase rights, warrants, conversion rights or other rights, securities or commitments obligating it to issue or sell any of its capital stock, Interests or any securities or obligations convertible into, or exercisable or exchangeable for, any of its capital stock, Interests or other securities; provided, however, that AAI may redeem certain (but not all) of its Shares from Sellers in proportion to their Percentage Ownership during the Pre-Closing period on terms and conditions subject to Buyer's reasonable satisfaction;
(d) except for Closing Distributions, grant any profits interests or other similar interests in the profit, revenues, earnings, income, cash flow or distributions of the Company;
(e) borrow or agree to borrow any funds or voluntarily incur, or assume or become subject to, whether directly or by way of guaranty or otherwise, any Indebtedness, except obligations incurred in the Ordinary Course of Business;
(f) pay, discharge or satisfy any Indebtedness in excess of $50,000 in any one case or $100,000 in the aggregate, other than the payment, discharge or satisfaction in the Ordinary Course of Business of obligations reflected on or reserved against in its Company Balance Sheet, or incurred since the Balance Sheet Date in the Ordinary Course of Business or as contemplated hereby;
(g) except as required by Applicable Laws, in the Ordinary Course of Business or as otherwise specifically contemplated hereby, adopt or amend in any material respect, any Contract or plan (including compensation, retention, retirement or severance arrangements) for the benefit of its employees;
(h) sell, mortgage, pledge or otherwise encumber or dispose of any of its assets that are material, individually or in the aggregate, to the Company's business, except in the Ordinary Course of Business;
(i) acquire by merging or consolidating with, or by purchasing any equity interest in or a material portion of th...
Negative Covenants of the Companies. From the date hereof until the Closing, except as expressly contemplated or permitted by this Agreement, without the prior written consent of the Investor, which consent shall not be unreasonably withheld, delayed or conditioned, each of Patriot and the Bank will not, and will cause each of its Subsidiaries not to:
(a) Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself the goodwill of its customers and others with whom business relations exist.
(b) Other than as set forth on Schedule 2.1(c) and outstanding on the date hereof, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of stock or any warrants, options, rights, convertible securities and other arrangements or commitments which obligate it to issue or dispose of any of its capital stock or other ownership interests or (ii) permit any additional shares of stock to become subject to grants of employee or director stock options, warrants, rights, convertible securities and other similar arrangements.
(i) Make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of Patriot capital stock other than dividends from wholly owned Subsidiaries to Patriot or another wholly owned Subsidiary of Patriot or (ii) directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock.
(d) Subject to Sections 6.1(k) and (l), enter into or amend or renew any employment, consulting, severance, change in control, bonus, salary continuation or similar agreements or arrangements with any director, officer or employee of the Companies or any Subsidiaries, or with any third party, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except for changes that are required by applicable law or that are made in the ordinary course consistent with past practice, both as to amount and timing, to non-executive personnel.
(e) Hire any person as an employee of the Companies or any of their Subsidiaries or promote any employee, except (i) to satisfy contractual obligations existing as of the date hereof and set forth on Schedule 6.2(e) and (ii) persons hired to fill any non-executive officer vacanc...
Negative Covenants of the Companies. Without the prior written approval of IHS, no Company shall (and each Company shall use its respective best efforts to cause the Lithotripsy Practice not to) between the date hereof and the Closing (or the earlier termination of this Agreement):
(A) (I) sell, assign, transfer or dispose of any of its assets, except in the ordinary course of business consistent with past practice and which does not result in a material depletion of assets;
Negative Covenants of the Companies. Until the later of (i) the date on which this Agreement terminates, and (ii) the Final Liquidation Date, unless MWCC shall otherwise consent in writing, the Companies shall not advertise, promote, sponsor, solicit, permit solicitation of, or make available specifically to commercial customers of the Companies or otherwise provide any commercial credit program, commercial credit facility, commercial credit card program, commercial charge program or commercial debit or commercial secured card program or commercial facility (whether open-end, closed-end, fixed-term, private-label, "co-branded" or third party), other than (i) credit provided in connection with the Program hereunder, and (ii) credit provided by generally accepted multi-purpose commercial credit or charge cards such as American Express, Mastercard, Visa and the Discover card or by any generally accepted multi-purpose debit or secured cards; PROVIDED, that none of the cards referred to in this paragraph (ii) may be "co-branded", sponsored or co-sponsored with the Companies.
Negative Covenants of the Companies. No Company shall: (a) sell, assign, lease or otherwise transfer (including by operation of law) any Item or any of its interest in or rights under this Agreement or as to any Item, without Regions’ prior written consent; (b) change Company’s legal name, state of organization, organizational structure (by merger or otherwise) or organizational identification number, without providing Regions with written notice five (5) business days in advance; (c) mortgage, pledge, grant a security interest in or otherwise permit, suffer or cause any Lien to exist or remain on any Item except Permitted Liens; (d) record or attempt to record a termination statement under Article 9 of the UCC, without Regions’ prior written consent; or (e) fail to promptly provide Regions with any notice required hereunder. For the purpose of this Section VIII, “Permitted Lien” shall mean any Lien for impositions, liens of mechanics, materialmen, or suppliers and similar liens arising by operation of law, provided that any such lien is incurred by Company in the ordinary course of business, for sums that are not yet delinquent or are being contested in good faith and with due diligence, by negotiations or by appropriate proceedings which suspend the collection thereof and, in Regions’ reasonable discretion, (i) do not involve any substantial danger of the sale, forfeiture or loss of the Equipment or any interest therein, and (ii) for the payment of which adequate assurances or security have been provided to Regions. If for any reason Regions determines that any Lien is not a Permitted Lien, Company will pay within five (5) business days after receipt of notice from Regions, the Casualty Value of the Equipment affected by such Lien.
Negative Covenants of the Companies. Except as expressly contemplated by this Agreement, including the completion of the contribution of $300,000 in Systems/Software Solutions, Inc. pursuant to the Technology Agreement, or those actions otherwise consented to in writing by Parent, which consent shall not be unreasonably withheld, from the date of this Agreement until the Effective Time, the Companies each shall not do any of the following:
(i) Increase the compensation payable or to become payable to any director, officer, manager or employee, except for increases in salary, bonuses or wages payable or to become payable in the ordinary course of business and consistent with past practice to employees who are not directors, officers or managers or as set forth on Schedule 4.2, (ii) grant any severance or termination pay (other than pursuant to normal severance policy) to, or enter into any severance agreement with, any director, officer, manager or employee providing for payment in excess of $5,000, (iii) enter into any employment agreement of any nature whatsoever with any director, officer, manager 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 or arrangement, except as may be required to comply with applicable law;
(b) Declare or pay, or agree to declare or pay, in any manner whatsoever, any dividend on, or make any other distribution in respect of, outstanding shares of capital stock, securities, options or other interests, except from Excess Cash, determined as provided in Section 1.6(c) of this Agreement;
(c) Issue, deliver, award, grant or sell, or authorize the issuance, delivery, award, grant or sale of (including the grant of any security interests, liens, claims, pledges, limitations in voting rights, charges or other encumbrances), any shares of any class of its capital stock (including shares held in treasury), any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire any such shares, or amend or otherwise modify the terms of any such rights, warrants or options, the effect of which shall be to make such terms more favorable to the holders thereof;
(d) 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, partnership, association or other business organization or division...
