No Extraordinary Transactions. During the term of the exclusivity period of this agreement, Finova agrees that, without the consent of Leucadia, except in the ordinary course of business, Finova will not enter into any agreement for or take any action related to (i) the sale of assets,(ii) the sale of securities, (iii) any financings or refinancings, (iv) any reorganization, recapitalization, dissolution or liquidation of Finova, (v) the material amendment to any existing, or entering into any new, employment, severance or other employee benefit arrangements or (vi) other material matters; provided, however, that Finova may enter into an agreement for an Acquisition Proposal which complies with the provisions of paragraph 7 of this agreement.
No Extraordinary Transactions. Until the Closing the California General Partnership will conduct its business in the ordinary and usual course as such business was conducted prior to the date hereof and not engage in any extraordinary transactions without PGP-MVT's prior written consent. Extraordinary transactions shall include, without limitation, the sale of any real property or any material asset, increase in compensation of any employees, implementation, modification or termination of any plan for the benefit of employees, issuance of any options, warrants or securities, borrowing of any funds under existing credit arrangements or otherwise, entering into any new contract or agreement (or extending any existing contract or agreement) unless such is cancelable by the California General Partnership (and after the Closing, by the Delaware Limited Partnership) in their discretion on a maximum of thirty (30) days' notice.
No Extraordinary Transactions. Until the Closing Eden will conduct its business in the ordinary and usual course as such business was conducted prior to the date hereof, including, without limitation, using diligent efforts to lease any vacant space in the Improvements to creditworthy tenants at market rates and terms; provided, however, that Eden shall not engage in any extraordinary transactions without PGP's prior written consent. Extraordinary transactions shall include, without limitation, the sale of any real property or any material asset, increase in compensation of any employees, implementation, modification or termination of any plan for the benefit of employees, issuance of any options, warrants or securities, borrowing of any funds under existing credit arrangements or otherwise, entering into any new contract or agreement (or extending, terminating or modifying any existing contract or agreement) unless such is cancelable by Eden (and after the Closing, by the Operating Partnership) in their discretion on a maximum of thirty (30) days' notice. Extraordinary transactions shall also include entering into any new lease, occupancy agreement or other similar agreement of all or any portion of the Properties or extending, terminating, amending or supplementing
No Extraordinary Transactions. Accel shall deliver to Xxxxxx at the Closing a certificate in form and substance satisfactory to Xxxxxx, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding pursuant to the provisions of the Foreign Investment in Real Property Tax Act.
No Extraordinary Transactions. On the Closing Date, the Buyer shall cause each of the Sold Companies, the Venture Entities and the Subsidiaries to conduct its business in the ordinary course in substantially the same manner as presently conducted and on the Closing Date shall not permit the Sold Companies, the Venture Entities or the Subsidiaries to effect any extraordinary transactions (other than any such transactions expressly required by applicable law or provided for or permitted pursuant to this Agreement) that could result in Tax liability to the Sold Companies, the Venture Entities or any of the Subsidiaries in excess of Tax liability associated with the conduct of its business in the ordinary course.
No Extraordinary Transactions. Until the execution of the Stock Purchase Agreement or the earlier Demeter Holdings Corporation Phemus Corporation Capricorn Investors, L.P. February 13, 1997 Page 11 termination of this letter agreement pursuant to paragraph 13, the Sellers shall not vote their shares of NHP Stock in favor of or consent in writing to any action by NHP that might impede or delay the transactions contemplated hereby or impair the value of such transactions to AIMCO.
No Extraordinary Transactions. The Company shall undertake no transaction outside the ordinary course of business on the Closing Date after the Closing, unless otherwise contemplated by this Agreement or the Ancillary Agreements.
No Extraordinary Transactions. During the period from the date of this agreement to the earlier of the termination of this agreement pursuant to its terms or the issuance of Shares, CommScope shall carry on its business in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations. Without limiting the generality of the foregoing, during the period from the date of this agreement and continuing until the earlier of the termination of this agreement pursuant to its terms or the issuance of Shares, CommScope shall not, without Lucent's prior written consent:
(i) directly or indirectly acquire or agree to acquire by merging or consolidating with, or by purchasing all or a substantial portion of the assets of, or by any other manner, any assets constituting a business or any corporation, partnership, joint venture or association or other entity or division thereof, or any direct or indirect interest in any of the foregoing, in each case that is material to CommScope and its subsidiaries, taken as a whole, other than CommScope's investment in the JVs or its participation in any of the other transactions contemplated by the OFS Purchase Agreement;
(ii) except in the ordinary course of business consistent with past practice, directly or indirectly sell, lease, license, sell and leaseback, mortgage or otherwise encumber or subject to any lien or other encumbrance or otherwise dispose of any properties or assets or any interest therein, in each case that are material to CommScope and its subsidiaries, taken as a whole, other than in connection with the Financing and the transactions contemplated by the OFS Purchase Agreement;
(iii) acquire, merge or agree to acquire or be acquired, by merging or consolidating with, or by purchasing a substantial equity interest in any business or any corporation, partnership, association, or other business organization or division thereof, in each case in a transaction that is material to CommScope and its subsidiaries taken as a whole, other than CommScope's investment in the JVs or its participation in any of the transactions contemplated by the OFS Purchase Agreement; or
(iv) authorize any of, or commit, resolve or agree to take any of, the foregoing actions.
No Extraordinary Transactions. Unless and until the Initial Closing shall have occurred, Company will not, without having first obtained Purchaser's written consent, which consent shall not be unreasonably withheld, suffer or permit the occurrence of any of the following events or conditions, namely:
(a) the creation, attachment, or imposition of any assignment, attachment, mortgage, security interest, other lien, claim, equity, option, right, or interest of any kind upon any of the Company Stock or upon any property (whether real or personal, tangible or intangible, or mixed) of any Controlled Company, except, in the case of any property of any Controlled Company, Permitted Liens created, attaching, or imposed in the Ordinary Course of Business,
(b) the (i) adoption or amendment (except (A) as required by law, (B) to effect the payments to R. Exxxxx xx set forth in SCHEDULE 6A.02, which payments are contemplated by this Agreement, and (C) for the voluntary compliance resolution which Company agrees to file with the IRS on or before August 31, 1997, after having given Purchaser an opportunity to review the same) by any Controlled Company of any bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment, or other employee benefit agreement, trust, plan, or fund for the benefit or welfare, of any director, officer, employee, agent, or representative, (ii) increase (except for normal merit increases in the Ordinary Course of Business, not to exceed, on an annualized basis, ten thousand dollars ($10,000) for any one Person, and one hundred thousand dollars ($100,000) for all Persons in the aggregate) by any Controlled Company of the compensation or benefits of any director, officer, employee, agent, or representative or pay any benefit not required by any existing plan or arrangement (including, without limitation, stock options or stock appreciation rights), (iii) taking of any action or the granting of any benefit by any Controlled Company not in the Ordinary Course of Business with respect to any existing bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment, or other employee benefit agreement, trust, plan, or fund, or (iv) entering into by any Controlled Company of any contract, agreement, commitment, or arrangement to do any of the foregoing,
(c) any change in any Controlled Company's authorized capital stock, including without limitation a...
No Extraordinary Transactions. Unless and until the Secondary Closing shall have occurred, Company will not, at any time on or after the Initial Closing Date, without having first obtained the written consent of each of John X. Xxxxx XXX and Jamex X. Xxxxx XXX, which consent shall not be unreasonably withheld, suffer or permit the occurrence of any of the following events or conditions, namely:
(a) any (i) issuance or sale of any shares of capital stock (other than pursuant to this Agreement) or any other securities of any Controlled Company, (ii) issuance or sale of any securities convertible into or exchangeable for, any options, rights, or warrants to purchase, any certificates or scrip for, any participations in, any rights to subscribe for, or any calls or commitments of any character whatsoever relating to, any shares of capital stock or any other securities of any Controlled Company, (iii) entry into any arrangement, contract, or understanding (other than this Agreement) with respect to the issuance or sale of any shares of capital stock (other than pursuant to this Agreement) or any other securities of any Controlled Company, (iv) recapitalization or other change in the capital structure of any Controlled Company, or (v) grant of any stock options by any Controlled Company under any stock option plan or otherwise,
(b) any merger or consolidation of any Controlled Company with any other Person or any acquisition of any stock, business, or substantial percentage of the property or assets of any other Person (except as may be necessary to consummate he transactions contemplated in this Agreement, or
