No Action Without Consent. The Company agrees to consult with the ------------------------- Designated Official in writing with respect to any material agreement, arrangement or divestiture of the Company or the LLC. Neither the Company nor the LLC shall take any of the following actions after the date of this Agreement without the prior written consent of the Designated Official: (a) dispose of any assets of the Company or the LLC except for assets with a value of less than $500,000 that are disposed of in the ordinary course of business consistent with reasonable past practices; (b) subject any asset of the Company or the LLC to an Encumb rance, except as paid off at Closing; (c) purchase or commit to purchase any capital asset except in the ordinary course of business consistent with reasonable past practices; (d) enter into or modify any contractual arrangement with directors, officers, managers, employees or consultants, except as provided in the ordinary course of business; (e) increase or announce any increase of any salaries, wages or benefits for directors, officers, managers or employees (except as required in the ordinary course of business; such as anniversary date salary or wage increases consistent with reasonable past practice), or hire, commit to hire or terminate any employee; (f) amend any of its Charter Documents; and (g) issue, sell or repurchase any of its membership interests, capital stock, or other equity interests (collectively, "Ownership Interests"), or make ------------------- any change in its issued and outstanding Ownership Interests, or issue any warrant, option or other right to purchase any Ownership Interests or any security convertible into any Ownership Interests, or redeem, purchase or otherwise acquire any Ownership Interests, or declare or pay any dividends or make any other distribution with respect to its Ownership Interests.
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No Action Without Consent. The Company agrees to consult with the ------------------------- Designated Official in writing with respect to any material agreement, arrangement or divestiture of the Company or the LLC. Neither the Company nor the LLC shall Hudsxx xxxll not take any of the following actions related to the Business after the date of this Agreement and prior to Closing or termination of this Agreement without the prior written consent of the Designated Official:
(a) sell, assign, transfer or otherwise dispose of any assets of the Company or the LLC except for assets with a value of less than $500,000 that are disposed of in the ordinary course of business consistent with reasonable past practices;
(b) subject any asset of the Company or the LLC to an Encumb rance, except as paid off at Closing;
(c) purchase or commit to purchase any capital asset material Transferred Asset except in the ordinary course of business consistent with reasonable past practicespractice;
(b) subject any material asset to a material Encumbrance, other than a Permitted Encumbrance;
(c) materially affect the carrying value of any existing asset or liability or enter into any arrangement to assume liabilities (except as required in the ordinary course of business);
(d) purchase any capital asset for a price exceeding $1,000;
(e) enter into any leasing arrangement for any motor vehicle or for any other item of personal or real property as to which the annual payments will exceed $5,000;
(f) enter into or modify any contractual arrangement with directorsdirectors or officers or any contract with any manager, officers, managers, employees employee or consultants, except as provided in the ordinary course of businessconsultant;
(eg) increase or announce any increase of any salaries, wages or benefits for directors, officers, managers or employees (except as required in the ordinary course of business; such as anniversary date salary or wage increases consistent with reasonable past practice)employees, or hire, commit to hire or terminate any employeeemployee (except in the ordinary course of business, including but not limited to anniversary date salary or wage increases consistent with past practice);
(fh) incur, assume or guarantee any indebtedness for borrowed money or exchange, refund or renew any such indebtedness in any manner, except in the ordinary course of business consistent with past practice, or cancel or compromise a lease obligation prior to the stated term thereof;
(i) cancel or compromise any indebtedness for borrowed money owed to it;
(j) amend or terminate any Material Contract in effect on the date hereof;
(k) make any material changes in the Accounting Practices;
(l) do any act, omit to do any act or permit any act within its control which will cause a material breach of any Warranty or a material breach of any obligation contained in this Agreement or contained in any of its Charter Documents; andMaterial Contracts;
(gm) issueenter into any Material Contract or other material commitment, sell or repurchase except in the ordinary course of business consistent with past practice;
(n) take any action that would have an adverse effect on any Permit;
(o) make any material expenditure except for expenditures consistent with past practice; or
(p) agree to take any of its membership interests, capital stock, or other equity interests (collectively, "Ownership Interests"), or make ------------------- any change the prohibited actions described in its issued and outstanding Ownership Interests, or issue any warrant, option or other right to purchase any Ownership Interests or any security convertible into any Ownership Interests, or redeem, purchase or otherwise acquire any Ownership Interests, or declare or pay any dividends or make any other distribution with respect to its Ownership Intereststhis Section 5.5.
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No Action Without Consent. The Company agrees to consult with the ------------------------- Designated Official in writing with respect to any material agreement, arrangement or divestiture of the Company or the LLC. Neither the Company nor the LLC No Universal Entity shall take any of the following actions after the date of this Agreement and prior to Closing or termination of this Agreement without the prior written consent of the Designated Official:
(a) sell, assign, transfer or otherwise dispose of any assets material Transferred Asset or any material fixed asset of the any Purchased Company or the LLC except for assets with a value of less than $500,000 that are disposed of in the ordinary course of business consistent with reasonable past practicespractice;
(b) subject dispose of any other asset of the Company or the LLC to an Encumb rance, except as paid off at Closing;
(c) purchase or commit to purchase any capital asset a Universal Entity except in the ordinary course of business consistent with reasonable past practices;
(c) subject any material asset of any Universal Entity to a material Encumbrance, other than a Permitted Encumbrance;
(d) materially affect the carrying value of any existing liability or enter into any arrangement to assume liabilities (except as required in the ordinary course of business);
(e) purchase or commit to purchase any capital asset for a price exceeding $25,000;
(f) enter into any leasing arrangement for any real or personal property where the annual payments will exceed $25,000;
(g) enter into or modify any contractual arrangement with directorsdirectors or officers or any material contract with any manager, officers, managers, employees employee or consultants, except as provided in the ordinary course of businessconsultant;
(eh) increase or announce any increase of any salaries, wages or benefits for directors, officers, managers or employees employees, or hire, commit to hire or terminate any employee (except as required in the ordinary course of business; such as , including but not limited to anniversary date salary or wage increases consistent with reasonable past practice), or hire, commit to hire or terminate any employee;
(fi) amend any of its Charter Documents; andDocuments (other than as set forth in the Proxy Statement or required by law);
(gj) issue, sell or repurchase any of its membership interests, capital stock, or other equity interests (collectively, "Ownership Interests")shares, or make ------------------- any change in its issued and outstanding Ownership Interestsshares, or issue any warrant, option or other right to purchase any Ownership Interests shares or any security convertible into any Ownership Interestsits shares, or redeem, purchase or otherwise acquire any Ownership Interestsshares, or declare or pay any dividends or make any other distribution with respect to its Ownership Interestsshares except pursuant to obligations set forth in the Disclosure Memorandum;
(k) incur, assume or guarantee any material obligation or liability for borrowed money, except for repayments, and reborrowings under Universal's revolving credit facility with Health Partners Funding, L.P., or exchange, refund or renew any outstanding indebtedness in such a manner as to reduce the principal amount of such indebtedness and increase the interest rate or balance outstanding, except in the ordinary course of business consistent with past practice;
(l) cancel any material debts owed to it, except for consideration deemed fair and reasonable by the Board of Directors of the appropriate Universal Entity;
(m) amend or terminate any material agreement, including any employee benefit plan or any insurance policy, in force on the date hereof;
(n) solicit or entertain any offer for, or sell or agree to sell, or participate in any business combination with respect to, any of its shares;
(o) make any material changes in accounting methods, principles or practices;
(p) do any act, omit to do any act or permit any act within its control which will cause a material breach or untruth of any Warranty, or a material breach of any obligation contained in this Agreement or contained in any material contract;
(q) issue substitute share certificates to replace certificates which have been lost, misplaced, destroyed, stolen or are otherwise irretrievable, unless an adequate bond or indemnity agreement has been duly executed and delivered to the Universal Entity (with the exception of Universal);
(r) enter into any material contract or commitment except in the ordinary course of business consistent with reasonable past practice;
(a) take any action which would have an adverse effect on any Universal Permit; or
(s) Agree to take any of the prohibited actions described in this Section 5.5.
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No Action Without Consent. The Company agrees to consult with the ------------------------- Designated Official in writing with respect to any material agreement, arrangement or divestiture of the Company or the LLC. Neither the Company nor the LLC Sellers shall not take any of the ------------------------- following actions after the date of this Agreement without the prior written consent of the InterCept Parties, which consent may be given by the Designated Official:
(a) 6.5.1 sell, assign, transfer, or otherwise dispose of any of the assets of the Company or the LLC except for assets with a value of less than $500,000 that are disposed of in the ordinary course of business consistent with reasonable past practices;
(b) subject any asset of the Company or the LLC to an Encumb rance, except as paid off at Closing;
(c) purchase or commit to purchase any capital asset Sellers except in the ordinary course of business consistent with reasonable past practices;
6.5.2 subject any asset of the Sellers to any Lien other than a Permitted Lien;
6.5.3 affect the carrying value of any existing liability or enter into any arrangement to assume liabilities (d) except as required in the ordinary course of business);
6.5.4 purchase or commit to purchase any capital asset for a price exceeding $100,000;
6.5.5 enter into any leasing arrangement that would require scheduled payments of greater than $100,000 in the aggregate;
6.5.6 enter into or modify any contractual arrangement with directorsarrangement, officers, managers, employees or consultants, except as provided in the ordinary course of business;
(e) increase or announce any increase of any salaries, wages wages, or benefits, of any director, officer, or manager with directors or with respect to officers that could result in the Sellers, or the Purchaser after Closing, incurring additional liability in excess of $25,000 with respect to any one person;
6.5.7 increase or announce any increase of any salaries, wages, or benefits for directorsof any employees, officers, managers or employees (except as required in the ordinary course of business; such as anniversary date salary or wage increases consistent with reasonable past practice), or ;
6.5.8 hire, commit to hire or terminate any employeeemployee that could result in the Sellers, or the Purchaser after Closing, incurring additional liability in excess of $100,000 in the aggregate;
(f) 6.5.9 amend any of its Charter Documents; andthe corporate, limited liability company, or limited partnership documents under which any of the Sellers is organized and governed;
6.5.10 incur, assume or guarantee any obligation or liability for borrowed money, or exchange, refund or renew any outstanding indebtedness in such a manner as to reduce the principal amount of such indebtedness and increase the interest rate or balance outstanding;
6.5.11 cancel any debts owed to the Sellers;
6.5.12 amend or terminate any material agreement, including any employee benefit plan (gexcept as otherwise contemplated by this Agreement) issueor any insurance policy, in force on the date hereof;
6.5.13 solicit or entertain any offer for, or sell or repurchase agree to sell, or participate in any business combination with respect to, any of the Shares;
6.5.14 make any changes in accounting methods, principles, or practices;
6.5.15 enter into any material contract or commitment that, if it had been entered into before the Signing Date, would have been required to be disclosed in the Signing Date Disclosure Memorandum;
6.5.16 transfer to any person or entity any rights to its Intellectual Property except for the grant of non-exclusive licenses to third parties in the ordinary course of business;
6.5.17 enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its membership interestsproducts, capital stockservices, or technology;
6.5.18 commence a lawsuit other equity interests than (collectivelyi) for the routine collection of bills, "Ownership Interests")(ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with the Designated Official prior to the filing of such a suit, or make ------------------- (iii) for a breach of this Agreement; or
6.5.19 do any change act, omit to do any act or permit any act within its control that will cause a breach or untruth of any warranty or obligation contained in its issued and outstanding Ownership Interests, or issue any warrant, option or other right to purchase any Ownership Interests this Agreement or any security convertible into obligations contained in any Ownership Interestscontract. Neither Parent, any of its Affiliates, nor any Designated Official shall incur any liability to the Sellers arising out of, related to or redeem, purchase in connection with the Designated Official's approval or otherwise acquire any Ownership Interests, or declare or pay any dividends or make any other distribution with respect to its Ownership Interestsdisapproval of the Acquired Business under the authority of this Agreement.
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