Negative Operating Covenants Clause Samples

Negative Operating Covenants. Except as may be required by regulatory authorities, pending the Closing Seller shall not, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed with respect to subparts (a), (c), (h), (i) or (m)), (a) other than in the ordinary course of business consistent with past practices, engage in any business activity or transaction with any affiliate of Seller; (b) transfer to any Person any of its deposit liabilities except upon the unsolicited request of a depositor in the ordinary course of business; (c) except as provided in Section 5.12 hereof, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of its assets, properties or Claims; (d) originate or acquire any assets, other than the origination and acquisition of whole loans in the ordinary course of business consistent with past practices and in compliance with the underwriting practices and policies set forth in Schedule 5.7, which is attached hereto and incorporated herein by reference; (e) enter into any contract, commitment, or other transaction, except for deposit-taking and lending activities in the ordinary course of business consistent with past practices; (f) offer interest rates on any deposit liabilities which are not comparable to those interest rates paid on similar deposits at other banking institutions located within Seller’s applicable market area; (g) change its underwriting practices or policies; (h) alter, modify or otherwise amend any of the terms of any of its loans outstanding as of the date hereof from the terms in effect on January 31, 2005 (or if originated or acquired after January 31, 2005 and prior to the date hereof, the terms in effect on the date of origination or acquisition); (i) alter its current advertising or marketing programs in any material respect; (j) borrow any funds that cannot be prepaid without penalty or premium; (k) increase the compensation or benefits of any of its employees, except for regular annual salary increases to rank and file employees in the ordinary course of business consistent with past practices; (l) pay any dividend, make any distribution, or otherwise make any payment to First Financial or any other affiliate of Seller other than the Excess Amount described in Section 5.12; (m) make any capital expenditures in excess of $25,000 in the aggregate; or (n) enter into any ...

Negative Operating Covenants. Between the Effective Date and the Project Closing Date, except (i) as otherwise contemplated or permitted by this Agreement, (ii) as set forth in the EME Disclosure Schedule, (iii) as required by Applicable Law or (iv) as required by Contract in existence as of the Effective Date, unless EME has received the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), EME shall cause the Controlled Acquired Companies to carry on their businesses and affairs solely in the Ordinary Course of Business, and shall not permit any Seller Party or any Controlled Acquired Company to, and with respect to Contact, if any of the following actions require the approval of the holders of Contact Shares and the Contact Independent Directors decide that Contact should seek such approval, EME shall cause the Seller-Owned Contact Shares to be voted against any such proposal to: (a) transfer, issue, sell or dispose of any shares of capital stock or other securities of any Acquired Company or grant options, warrants, calls, convertible securities or other rights to purchase or otherwise acquire shares of the capital stock or other securities of any Acquired Company except to a Controlled Acquired Company; (b) effect any recapitalization, reclassification, stock split or like change in the capitalization of any Acquired Company that reduces the percentage of the equity or voting power therein that the Purchaser will acquire therein, directly or indirectly, when they acquire the Project Securities; (c) amend any of the respective Governing Documents of any Acquired Company except in a manner reasonably calculated to facilitate closing of the Contemplated Transactions or to achieve the purposes of Section 6.9 or in connection with a transaction not prohibited by Section 6.3(a); (d) incur any indebtedness by the Acquired Company (i) for money borrowed except for (A) refinancings of existing indebtedness, (B) drawings under existing lines of credit or under new working capital or revolving lines of credit in the Ordinary Course of Business, (C) indebtedness to another Acquired Company, or (D) other planned indebtedness in the Ordinary Course of Business under existing credit lines or (ii) that would increase the Pacific Holdings Leverage Balance; (e) enter into or terminate any Major Contract by which the Acquired Company is bound, or waive any material right under, or enter into a material amendment of, any existing Major Cont...

Negative Operating Covenants. Prior to the Closing, unless the Purchaser otherwise consents in writing (which consent shall not be unreasonably withheld or delayed), except as expressly contemplated by this Agreement, the Sellers shall not, with respect to the Business: (i) forgive, cancel or waive any rights of material value or any debts or other material obligations owed to the Sellers that would be included in the Acquired Assets if such debts or obligations existed at the Closing Date; (ii) with respect to the employees set forth on the Employee Schedule, make or grant any increase in any such employee’s compensation or make or grant any increase under any Sellers Employee Benefit Plan, incentive arrangement or other benefit covering any such employees, except in the ordinary course of business or as required by applicable Law; (iii) except as specifically contemplated by this Agreement, enter into any contract, agreement or transaction related to the Business, other than in the ordinary course of business and at arm’s length with unaffiliated Persons; or (iv) sell, transfer, contribute, distribute or otherwise dispose of any material assets (other than marketable securities) of the Business that are Acquired Assets, or agree to do any of the foregoing, to any Person, or negotiate or have any discussions with any Person with respect to any of the foregoing, other than in the ordinary course of business.