No Action Without Consent. 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 material Transferred Asset or any material fixed asset of any Purchased Company except in the ordinary course of business consistent with past practice; (b) dispose of any other asset of 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 directors or officers or any material contract with any manager, employee or consultant; (h) increase or announce any increase of any salaries, wages or benefits for directors, officers, managers or employees, or hire, commit to hire or terminate any employee (except in the ordinary course of business, including but not limited to anniversary date salary or wage increases consistent with reasonable past practice); (i) amend any of its Charter Documents (other than as set forth in the Proxy Statement or required by law); (j) issue, sell or repurchase any of its shares, or make any change in its issued and outstanding shares, or issue any warrant, option or other right to purchase shares or any security convertible into its shares, or redeem, purchase or otherwise acquire any shares, or declare or pay any dividends or make any other distribution with respect to its shares 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. No Universal Entity 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 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 material Transferred Asset assets of the Company or any material fixed asset the LLC except for assets with a value of any Purchased Company except less than $500,000 that are disposed of in the ordinary course of business consistent with reasonable past practicepractices;
(b) dispose of subject any other asset of a Universal Entity 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;
(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 directors directors, officers, managers, employees or officers or any material contract with any managerconsultants, employee or consultantexcept as provided in the ordinary course of business;
(he) increase or announce any increase of any salaries, wages or benefits for directors, officers, managers or employees, or hire, commit to hire or terminate any employee employees (except as required in the ordinary course of business, including but not limited to ; such as anniversary date salary or wage increases consistent with reasonable past practice), or hire, commit to hire or terminate any employee;
(if) amend any of its Charter Documents (other than as set forth in the Proxy Statement or required by law);Documents; and
(jg) issue, sell or repurchase any of its sharesmembership interests, capital stock, or other equity interests (collectively, "Ownership Interests"), or make ------------------- any change in its issued and outstanding sharesOwnership Interests, or issue any warrant, option or other right to purchase shares any Ownership Interests or any security convertible into its sharesany Ownership Interests, or redeem, purchase or otherwise acquire any sharesOwnership Interests, or declare or pay any dividends or make any other distribution with respect to its shares 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 5.5Ownership Interests.
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