No Material Transactions. No material transaction shall have been ------------------------ entered into by Whitco other than transactions in the ordinary course of business between December 31, 2002 and the Effective Date, other than as referred to in this Agreement or in Schedule A annexed hereto, except with the prior written consent of Wentworth.
No Material Transactions. Except as set forth in the Current SEC Reports, no material transactions shall have been entered into by Vyteris Mergerco or Treasure Mountain since March 31, 2004, other than (a) transactions in the ordinary course of business or (b) transactions referred to in this Agreement or in connection herewith, except with the prior written consent of Vyteris.
No Material Transactions. Except as permitted by this Agreement, neither the Parent nor any Borrower shall have entered into any material commitment or material transaction since July 1, 1997 including, without limitation, transactions for borrowings and capital expenditures, which are not in the ordinary course of such Person's business.
No Material Transactions. Until the Effective Time, Prime will not and will not allow any of its subsidiaries to, without the prior written consent of Summit:
(a) pay (or make a declaration which creates an obligation to pay) any cash dividends, other than dividends from subsidiaries of Prime to Prime or other subsidiaries of Prime except that Prime may declare, set aside and pay a dividend of $0.11 per share of Prime Stock per quarter; provided, however, if the Effective Time has not occurred by November 30, 1999, Prime shall be permitted to increase the amount of its quarterly dividend to $.13 per share of Prime Stock per quarter;
(b) declare or distribute any stock dividend or authorize or effect a stock split;
(c) merge with, consolidate with, or sell any material asset to any other corporation, Bank, or person (except for mergers of subsidiaries of Prime into other subsidiaries of Prime) or enter into any other transaction not in the ordinary course of the banking business;
(d) except as set forth on Prime Schedule 4.05(d), incur any liability or obligation other than intraCompany obligations, make or agree to make any commitment or disbursement, acquire or dispose or agree to acquire or dispose of any property or asset (tangible or intangible), make or agree to make any contract or agreement or engage or agree to engage in any other transaction, except (i) transactions in the ordinary course of business or other transactions involving not more than $75,000, and (ii) costs and expenses incurred in connection with the Reorganization and other transactions contemplated by this Agreement;
(e) subject any of its properties or assets to any lien, claim, charge, option or encumbrance, except in the ordinary course of business and for amounts not material in the aggregate to Prime and its subsidiaries, on a consolidated basis;
(f) except as set forth in Prime Schedule 4.05(f), pay any employee bonuses or increase or enter into any agreement to increase the rate of compensation of any employee at the date hereof which is not consistent with past practices and policies and which when considered with all such increases or agreements to increase constitutes an average annualized rate not exceeding four percent (4%);
(g) except as set forth in Prime Schedule 4.05(g), create, adopt or modify any employment, termination, severance pension, supplemental pension, profit sharing, bonus, deferred compensation, death benefit, retirement, stock option, stock award, stock purchase or other employe...
No Material Transactions. That no material transactions shall have been entered into by GLOBAL or TURFCLUB other than transactions in the ordinary course of business between March 31, 2001 and the Effective Date, other than as referred to in this Agreement or in the schedules annexed, except with the prior written consent of IMSCO.
No Material Transactions. 17 SECTION 5.07 Subsidiaries................................................................................17
No Material Transactions. None of Parent, Purchaser or Merger Sub has commenced negotiations, agreed in principle or executed any agreement (A) pursuant to which (i) all or any substantial portion of the material assets or properties of the Company or the Surviving Corporation or their subsidiaries would be offered, sold, leased, exchanged or otherwise disposed of, (ii) any material number of shares of capital stock of the Company or the Surviving Corporation or their subsidiaries would be offered or sold, (iii) the Company or the Surviving Corporation or their subsidiaries would be merged, combined or reorganized with another person or entity subsequent to the Closing, or (B) that would constitute a material change to the Company's existing long term business plan. Neither Parent nor Purchaser will be required to make any disclosure in the Schedule TO in response to paragraphs (c)(1) and (c)(2) of Rule 1006 of Regulation M-A (17 C.F.R. Section 1006) that does not relate to the transactions contemplated by this Agreement.
No Material Transactions. Without the prior written consent of RACC (which consent shall not unreasonably be withheld), Great Lakes shall not become a party to or agree to or effect any merger, amalgamation or consolidation, asset acquisition, stock acquisition, disposition of any of its assets or create or permit to exist any subsidiary unless, as a result of such disposition, all Obligations shall be contemporaneously paid in full in cash.
No Material Transactions. Until the Effective Time, Summit will not and will not allow any of its subsidiaries to, without the prior written consent of UJB: (a) pay (or make a declaration which creates an obligation to pay) any cash dividends, at a quarterly rate in excess of $.21 per share of Summit Common, other than dividends from subsidiaries of Summit to Summit or other subsidiaries of Summit and dividends payable on the Summit Preferred; (b) declare or distribute any stock dividend or authorize or effect a stock split; (c) except in connection with the Garden State Agreement and as listed on Summit Schedule 4.05(c), merge with, consolidate with, or sell any material asset to any other corporation, bank, or person (except for mergers of subsidiaries of Summit into other subsidiaries of Summit) or enter into any other transaction not in the ordinary course of business; (d) incur any liability or obligation other than intracompany obligations, make or agree to make any commitment or disbursement, acquire or dispose or agree to acquire or dispose of any property or asset (tangible or intangible), make or agree to make any contract or agreement or engage or agree to engage in any other transaction, except transactions in the ordinary course of business and other transactions aggregating not more than $20,000,000; (e) subject any of its properties or assets to any lien, claim, charge, option or encumbrance, except in the ordinary course of business and for amounts not material in the aggregate to the Summit and its subsidiaries taken as a whole; (f) increase or enter into any agreement to increase the rate of compensation of all employees on the date hereof at an average annualized rate exceeding five percent (5%) in the aggregate, or pay any employee bonuses other than bonuses payable under the existing employee compensation plans providing for formula bonus awards; (g) except as disclosed in Summit Schedule 4.05(g), create, adopt or modify any employment or severance arrangement or any pension or profit sharing plan, bonus, deferred compensation, death benefit, retirement or other employee or director benefit plan of whatsoever nature, or change the level of benefits under any such arrangement or plan, or increase any severance or termination pay benefit or any other fringe benefit, or make or increase any grant or award under any compensation plan, including stock incentive and stock option plans; (h) distribute, issue, sell or grant any of its Equity Securities or any stock app...
No Material Transactions. Between October 8, 2006 and the date hereof, none of Family LLC, CVC MergerCo or any of their Affiliates (other than the Company and any of its Subsidiaries) has engaged in material negotiations, agreed in principle or executed any agreement pursuant to which at least 20.1% of the consolidated assets of the Surviving Corporation would be, directly or indirectly, offered, sold, leased, exchanged or otherwise disposed of, including by way of merger, sale of equity securities or otherwise. As of the date hereof, none of Family LLC, CVC MergerCo or any of their Affiliates (other than the Company and any of its Subsidiaries) has any current plan to, directly or indirectly, offer, sell, lease, exchange or otherwise dispose of at least 20.1% of the consolidated assets of the Surviving Corporation.
