Negative undertakings. The Borrower will not:
(a) except in connection with the Amalgamation (including any amendment within five Business Days following the Amalgamation) amend or permit any amendment of its articles of incorporation, bye-laws, or any other of its constitutional documents (other than as may be required by applicable law);
(b) change the nature of its business from the ownership and operation of ships (through its ownership of the Guarantors); or
(c) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if:
(i) an Event of Default or Potential Event of Default has occurred; or
(ii) the aggregate value of the Ships then subject to a Mortgage (as determined by a Recent Valuation ) is less than 140 per cent. of the aggregate of the Loan and the Termination Amount Provided that the restriction set out in this sub-clause (c)(ii) shall not be applicable on a Qualifying Charter Date unless the aggregate value of the Ships as aforesaid is less than 125 per cent. of the aggregate of the Loan and the Termination Amount;
(d) provide any form of credit or financial assistance to:
(i) an Affiliate;
(ii) a person who is directly or indirectly interested in the Borrower’s share or loan capital; or
(iii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, such person or company) on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that the foregoing shall not apply to (x) loans and advances by the Borrower to the Borrower Parent to the extent that the Borrower may make dividends, distributions, redemptions, purchases or return of share capital pursuant to Clause 12.3(c) or (y) subject always to Clause 12.4, credit or financial assistance to any Guarantor (including amounts to pay ship management fees).
(e) other than the Amalgamation, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or
Negative undertakings. The Borrowers jointly and severally undertake with each Creditor that, from the date of this Agreement and so long as any moneys are owing under the Security Documents and while all or any part of the Total Commitment remains outstanding, they will not, without the prior written consent of the Agent (acting on the instructions of the Majority Banks):
8.3.1 Negative pledge permit any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Indebtedness or other liability or obligation of any Relevant Party or any other person;
Negative undertakings. In order to ensure Party B’s performance of the agreements between Party A and Party B and all its obligations owed to Party A, Party B and Party C hereby confirm and agree that unless with prior written consent from Party A or a third party appointed by Party A, Party B shall not conduct any transaction which may materially affect any of its assets, businesses, employees, duties, rights or operations, including but not limited to the following:
1.1 to conduct any business that is beyond the normal business scope or in a manner inconsistent with past practices;
1.2 to borrow money or incur any debt from any third party;
1.3 to change or dismiss any director or to dismiss and replace any senior management member;
1.4 to sell to or acquire from any third party, or otherwise dispose any of its material assets or rights, including but not limited to any intellectual property rights;
1.5 to provide guarantee in favor of any third party or impose any encumbrance upon any of its assets (including intellectual property rights);
1.6 to amend its articles of association or change its scope of business;
1.7 to change its ordinary course of business or modify any material internal bylaws or systems;
1.8 to assign any of the rights or obligations under this Agreement to any third party;
1.9 to make significant adjustment to any of its business operations, marketing strategies, operation policies or client relations; and
1.10 to make any form of distribution of dividend or bonus.
Negative undertakings. The Borrower undertakes with the Bank that, from the date of this Agreement and so long as any moneys are owing under the Security Documents and while all or any part of the Commitment remains outstanding, it will not, without the prior written consent of the Bank:
Negative undertakings. At all times until full discharge of the Secured Obligations, the Issuer covenants with the Security Trustee that it shall:
(a) not sell, transfer, assign, encumber or otherwise dispose of, neither grant any right or title with regard to, any of the Pledged Bonds or the Deposited Cryptocurrency or any interest therein or agree to do so unless:
(i) such action does not cause the Issuer to be in breach of the Terms and Conditions; and
(ii) such action is approved in accordance with Clause 8.1 (Restrictions on operations with Pledged Bonds) or Clause 8.2 (Restrictions on operations with Deposited Cryptocurrency) of the Agreement. Any proceeds paid out to the Issuer in breach hereof shall be held for the benefit of the Security Trustee; and
(b) without prejudice to transactions permitted by Clause 8.1 (Restrictions on operations with Pledged Bonds), Clause 8.2 (Restrictions on operations with Deposited Cryptocurrency) and paragraph (a) above, not sell, transfer, assign, encumber or otherwise dispose of, neither grant any right or title with regard to, the respective Issuance Account, nor with regard to any securities, rights and/or interests (in particular, but not limited to, any pertinent co-ownership interests in the collective custody holdings (Miteigentumsanteile am Girosammelbestand) with respect to the Pledged Bonds deposited (hinterlegt) and/or credited to (verbucht auf) such Issuance Account).
Negative undertakings. (a) The Guarantor may:
(i) at any time prior to the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee;
(ii) at any time after the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee, subject to it on each such occasion satisfying the Security Trustee acting on behalf of the Secured Parties that it will continue to meet all the requirements of Clause 11.15 (Financial Covenants), if such covenants were to be tested immediately following the payment of any such dividend; and
(iii) pay dividends (x) to persons responsible for paying the tax liability in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Group, or (y) to holders of the Guarantor's Capital Stock with respect to income taxable as a result of a member of the Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of the Group, provided that the actions in paragraphs (ii) and (iii) above shall only be permitted if there is no Event of Default which is continuing under the Loan Agreement and no Event of Default would arise from the payment of such dividend.
(b) The Guarantor shall not, and shall procure that none of its subsidiaries shall:
(i) make loans to any person that is not the Guarantor or a direct or indirect subsidiary of the Guarantor; or
(ii) issue or enter into one or more guarantees covering the obligations of any person which is not the Guarantor or a direct or indirect subsidiary of the Guarantor, except if such loan is granted to a non subsidiary or such guarantee is issued in the ordinary course of business covering the obligations of a non subsidiary and the aggregate amount of all such loans and guarantees made or issued by the Guarantor and its subsidiaries does not exceed [*] Dollars ($[*]) or is otherwise approved by the Security Trustee which approval shall not be unreasonably withheld if such loan or guarantee in respect of a non subsidiary would neither:
(A) affect the ability of any Obligor to perform its obligations under the Finance Documents; nor
(B) imperil the security created by any of the Finance Documents or t...
Negative undertakings. The Borrower will not:
(a) change the nature of its business or carry on any type of business other than the ownership, chartering and operation of the Ship; or
(b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if an Event of Default has occurred and is continuing at the relevant time or an Event of Default will result from the payment of a dividend or the making of any other form of distribution; or
(c) provide any form of credit or financial assistance to:
(i) a person who is directly or indirectly interested in the Borrower's share or loan capital; or
(ii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms' length;
(d) open or maintain any account with any bank or financial institution except the Accounts with the Agent and the Security Trustee for the purposes of the Finance Documents;
(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;
(f) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than any Designated Transactions; or
(g) enter into any form of amalgamation, merger or de-merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation.
Negative undertakings. No Borrower will:
(a) carry on any business other than the ownership, chartering and operation of the Ship owned by that Borrower; or
(b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will result from the Distribution; or
(c) provide any form of credit or financial assistance to:
(i) a person who is directly or indirectly interested in that Borrower's share or loan capital; or
(ii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that Borrower than those which it could obtain in a bargain made at arms' length; or
(d) open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents; or
(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or
(f) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactions; or
(g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.
Negative undertakings. The Borrowers jointly and severally undertake with each Creditor that, from the date of this Agreement and so long as any moneys are owing under the Security Documents and while all or any part of the Total Commitment remains outstanding, the Borrowers will not, without the prior written consent of the Agent:
Negative undertakings. The Borrower will not:
