Ordinary Conduct of Business. Except as otherwise expressly permitted by this Agreement, the Company will, and will cause its Subsidiaries (including the Company Bank) to, from the date of this Agreement to the Closing, conduct its business in the ordinary course in substantially the same manner as presently conducted and make reasonable commercial efforts consistent with past practices to preserve its relationships with other Persons. Additionally, except as otherwise contemplated by this Agreement or as set forth on Section 6.1(a) of the Company's Disclosure Schedule, the Company will not, and it will not permit its Subsidiaries (including the Company Bank) to, do any of the following without the prior written consent of the Buyer:
(i) amend its governing documents;
(ii) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver any stock or stock options or other equity equivalents of any class or any other of its securities (other than the issuance of any Company Shares pursuant to the exercise of options set forth on Section 4.3 of the Company's Disclosure Schedule), or amend any of the terms of any securities outstanding as of the date hereof;
(iii) (A) split, combine or reclassify any shares of its capital stock, (B) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or (C) redeem or otherwise acquire any of its securities;
(iv) (A) incur or assume any long-term debt or issue any long-term debt securities, other than advances from the Federal Home Loan Bank having a maturity of one year or less, certificates of deposit and repurchase agreements with respect to instruments sold by the Company or its Subsidiaries, all in the ordinary course of business, or, except under existing lines of credit and in amounts not Material to it, incur or assume any short-term debt other than in the ordinary course of business, (B) other than in the ordinary course of business consistent with past practice assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, (C) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course and consistent with past practice up to an amount with respect to any borrower or guarantor that would not result in the credit exposure to such borrower or guarantor increasing by...
Ordinary Conduct of Business. No Credit Party shall, or shall permit any of its Subsidiaries that are Restricted Subsidiaries to: (i) engage in any business other than the Business, (ii) change its Fiscal Year or its method of determining its fiscal quarters or (iii) make or permit any material change in its accounting policies or reporting practices, except as required by a change in applicable accounting principles; provided that in the case of any such change, the Credit Parties shall promptly notify the Administrative Agent thereof and enter into such amendments of the financial ratios, definitions and/or related tests contained herein as the Required Lenders may reasonably request as a result of such change so as to preserve the intent of such provisions.
Ordinary Conduct of Business. Each of the Borrowers shall not, and shall cause each of the Subsidiaries not to:
(a) change its Charter Documents in a manner that would be inconsistent with the provisions of any of the Financing Documents;
(b) change its name or take any action that might adversely affect the Liens created by the Security Documents;
(c) enter into any partnership, profit-sharing or royalty agreement, or other similar arrangement whereby its income or profits are, or might be, shared with any other Person;
(d) create any subsidiaries, except for: (A) the subsidiaries disclosed in Schedule 3.01(d)(i); (B) subsidiaries formed for the purposes of the Corporate Expansion Plan; and (C) subsidiaries formed by PriceSmart in similar lines of business as the Borrowers;
(e) except for Back-to-Back Loans, make or permit to exist any loans or advances to, or assume, guarantee, endorse, or otherwise become directly or contingently liable for, any obligation, Indebtedness of, any Person, other than the endorsement of negotiable instruments for collection in the ordinary course of business and the prudent investment of idle surplus funds in readily marketable Dollar-denominated debt securities;
(f) enter into any Derivative Transactions other than those permitted pursuant to Section 7.02(g);
(g) fail to maintain its corporate existence and its right to carry on its operations;
(h) adopt, establish, maintain, sponsor, administer, contribute to, participate in, or incur any liability under or obligation to contribute to, any Plan or incur any liability to provide post-retirement welfare benefits, except such liability to provide post-retirement welfare benefits as may be required by applicable law or other non-material post-retirement welfare benefits;
(i) allow the Central Office Expenditures (before Charge-backs) to exceed nineteen million two hundred thousand Dollars ($19,200,000) or two and one-half per cent (2.5%) of sales, whichever is greater, during the life of the Loan;
(j) change the nature or scope of the Project, the Corporate Expansion Plan or change the nature of its business or operations;
(k) terminate, amend or grant any waiver with respect to any provision of:
(i) the IFC A Loan Agreement and the IFC C Loan Agreement; or
(ii) any document evidencing or securing any other senior loan set forth under the Corporate Financial Plan; and
(l) terminate, waive or materially amend any license agreements, trademarks or similar agreements set forth in Schedule 3.01(j).
Ordinary Conduct of Business. The Borrower shall not, and shall cause IL not to:
(a) engage in any business other than its present business activities, those related to the Project and other activities similar thereto or form or acquire any subsidiary;
(b) materially change the nature or scope of the Project;
(c) change its Charter Documents in a manner that would be inconsistent with the provisions of any of the Financing Documents;
(d) change its name or take any other action that might adversely affect the Liens created by the Security Documents;
(e) enter into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby such Company’s income or profits are, or might be, shared with any other Person;
(f) except for investments by the Borrower in IL, purchase any equity securities of, make or permit to exist any loans or advances to, invest or acquire any interest whatsoever in, or assume, guarantee, endorse or otherwise become directly or contingently liable for any obligation or Indebtedness of, any Person, other than the endorsement of negotiable instruments for collection in the ordinary course of business and the prudent investment of idle surplus funds in readily marketable Dollar-denominated or LC-denominated debt securities; provided that such investment of idle surplus funds in Local Currency may be made or continue to be held only to the extent that such Local Currency cannot, under the laws of Papua New Guinea, be converted to Dollars;
(g) fail to maintain its corporate existence and its right to carry on its operations;
(h) enter into any Product Sales Agreement or Feedstock Supply Agreement without OPIC’s consent; or
(i) enter into any contract of a type specified in Section 3.16 without OPIC’s consent and determination that such contract is satisfactory to OPIC in form and substance.
Ordinary Conduct of Business. The Company shall not:
(a) nor shall it permit any Consolidated Subsidiary to, engage in any business other than its present business activities, those related to the Fund and other activities similar thereto;
(b) materially change the nature or scope of the Fund;
(c) take any action which, under the Employee Retirement Income Security Act of 1974, as amended, would cause a Material Adverse Effect; or
(d) fail to maintain its corporate existence and its right to carry on its operations.
Ordinary Conduct of Business. The Fund and the Holding Company shall not, and the Fund, the Holding Company and the Managing Member shall not permit any Portfolio Holding Company or Controlled Portfolio Company to:
(a) engage in any business other than seeking to achieve the Investment Objectives as provided herein with respect to the Projects by (i) in the case of the Fund, holding Holding Company Securities or Interim Securities, (ii) in the case of the Holding Company, holding Interim Securities or Portfolio Holding Company Securities, (iii) in the case of any Portfolio Holding Company, holding Portfolio Securities, and (iii) in the case of any Controlled Portfolio Company, seeking to acquire, develop, design, construct, finance, own, lease, sell, operate and dispose of Projects in accordance with this Agreement and holding Permitted Portfolio Company Investments;
(b) (i) unless it has timely made such filings, registrations or other recordations as are necessary or advisable to maintain the Liens in favor of a Collateral Agent for the benefit of OPIC created by the Security Documents in full force and effect without any reduction in priority, change its name or (ii) take any other action that might adversely affect the Liens in favor of a Collateral Agent for the benefit of OPIC created by the Security Documents;
(c) enter into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Fund's, the Holding Company's or such Controlled Portfolio Company's or Portfolio Holding Company's income, profits or cash available for distribution is, or might be, shared with any Person other than as provided in the Fund Operating Agreement and in accordance with this Agreement, PROVIDED, HOWEVER, that nothing contained herein shall preclude the Fund, through a Portfolio Holding Company, from entering into Projects in the form of (and from investing in Portfolio Companies which consist of) joint ventures, partnerships, joint stock
Ordinary Conduct of Business. The Borrower shall not:
(a) engage in any business other than those related to the Project;
(b) materially change the nature or scope of the Project;
(c) change its Charter Documents in a manner that would be inconsistent with the provisions of any of the Transaction Documents;
(d) change its name or take any other action that might adversely affect the Liens created by the Security Documents;
(e) enter into any partnership, profit-sharing, or royalty agreement or other similar arrangement whereby the Borrower’s income or profits are, or might be, shared with any other Person;
(f) purchase any equity securities of, make or permit to exist any loans or advances to, invest or acquire any interest whatsoever in, or assume, guarantee, endorse, or otherwise become directly or contingently liable for any obligation or Indebtedness of, any Person, except as expressly permitted pursuant to the Transaction Documents;
(g) issue or undertake to issue any ownership interest, quota, capital stock (including preferred stock), securities, or rights or interests except in accordance with the Charter Documents in connection with a capital increase, provided that any quotas or shares issued as a result of such capital increase become subject to a pledge in favor of OPIC in form and substance satisfactory to OPIC and are issued to a Person approved in writing by OPIC; or
(h) change its Fiscal Year.
Ordinary Conduct of Business the Group having conducted its business in the ordinary course in all material respects;
Ordinary Conduct of Business. The Company shall not:
(a) engage in any business other than its present business activities, those related to the Project and other activities similar thereto;
(b) materially change the nature or scope of the Project;
(c) change its Articles of Association, in a manner which would be inconsistent with the provisions of any of the Financing Documents;
(d) enter into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Company's income or profits are, or might be, shared with any other person; or
(e) purchase any equity securities of, make or permit to exist any loans or advances to, invest or acquire any interest whatsoever in, or assume, guarantee, endorse or otherwise become directly or contingently liable for any obligation or Indebtedness of any person or entity, other than the endorsement of negotiable instruments for collection in the ordinary course of business and the secure investment of idle surplus funds in readily marketable U.S. dollar-denominated debt securities.
Ordinary Conduct of Business. The Company shall not and the Shareholders shall not allow the Company to:
(a) engage in any business other than its present business activities, those related to the Project and other activities similar thereto;
(b) materially change the nature or scope of the Project;
(c) change its Charter Documents in a manner that would be inconsistent with the provisions of any of the Financing Documents;
(d) change its name or take any other action that might adversely affect the Liens created by the Security Documents;
(e) enter into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Company's income or profits are, or might be, shared with any other Person;
(f) purchase any equity securities off make or permit to exist any loans or advances to, invest or acquire any interest whatsoever in, or assume, guarantee, endorse or otherwise become directly or contingently liable for any obligation or Indebtedness of, any Person, other than the endorsement of negotiable instruments for collection in the ordinary course of business and the prudent investment of idle surplus funds in readily marketable Dollar-denominated debt securities; or
(g) fail to maintain its corporate existence and its right to carry on its operations.
