Ordinary Course Transactions. Except as provided in Section 3.4.2, any action required to, or which may, be taken by the Member, Managers, Officers, or Committee may be taken without a meeting by telephone conference call among a majority of the members thereof or by consent thereto in writing, setting forth the action so taken, and unanimously signed by the Member, Managers, Officers, or the Committees.
Ordinary Course Transactions. VIALOG will not, without the prior written consent of Coast, (a) merge or consolidate with another entity other than one that is a wholly-owned subsidiary and VIALOG is the surviving entity, (b) enter into any transaction outside the ordinary course of business, (c) incur any debts, outside the ordinary course of business, which would have a Material Adverse Effect, (d) guarantee or otherwise become liable with respect to the obligations of another party or entity, (e) make any change in VIALOG's capital structure which would have a Material Adverse Effect, (f) redeem, prior to maturity, any of the $75,000,000.00, 12 3/4% Senior Notes issued by Vialog unless funded by the proceeds of an equity offering or the proceeds of a debt offering where the debt offering is subordinated in all respects to Coast including, but not limited to Coast`s claims, Coast's rights to payment, and Coast's Collateral, (g) dissolve or elect to dissolve, or (h) acquire any assets or interests except (i) in the ordinary course of business, (ii) in a transaction or a series of transactions not involving the payment of an aggregate amount in excess of Five Hundred Thousand Dollars ($500,000), or (iii) the acquisition of A Business Conference-Call, Inc. ("ABCC") provided (A) the acquisition is funded entirely by the proceeds of an equity offering and (B) the assets of ABCC are pledged as collateral security for the obligations of the Borrowers and Vialog to Coast. With respect to any other proposed acquisitions the same shall require Coast's approval which approval shall not be unreasonably withheld.
Ordinary Course Transactions. Unless an Event of Default shall have occurred and be continuing and the Secured Party shall have notified the Buyer that its right to do so is terminated, suspended, or otherwise limited in accordance with the terms hereof, the grant of Security Interests in the Collateral, including without limitation, the Intellectual Property, pursuant hereto and the Collateral Documents shall not preclude the Buyer from entering into any Trademark License or, subject to Section 5, from managing or maintaining, including selling, exchanging, assigning, or otherwise disposing of, the Collateral, including without limitation, the Intellectual Property, in a manner that is in the ordinary course of the Buyer’s business and consistent with the Buyer’s historical practices; provided however that (i) Buyer shall not be entitled to dispose of any or all of the Collateral unless Secured Party has consented (which consent may be unreasonably withheld) and Buyer has granted Secured Party a security interest of equal or greater priority in Collateral of equal or greater value than the Collateral disposed of by Buyer, and (ii) Buyer shall not be entitled to license exclusively any or all of the Collateral unless Secured Party has consented (which consent shall not be unreasonably withheld).
Ordinary Course Transactions. Unless an Event of Default shall have occurred and be continuing and the Secured Party shall have notified the Debtor that its right to do so is terminated, suspended, or otherwise limited in accordance with the terms hereof, the grant of Security Interests in the Collateral, including without limitation, the Intellectual Property, pursuant hereto and the Collateral Documents shall not preclude the Debtor from entering into any Copyright License or Trademark License or, subject to Section 5, from managing or maintaining, including selling, exchanging, assigning, or otherwise disposing of, the Collateral, including without limitation, the Intellectual Property, in a manner that is in the ordinary course of the Debtor's business and consistent with the Debtor's historical practices; provided however that Debtor shall not be entitled to dispose of any or all of the Remaining Collateral unless Secured Party has consented (which consent shall not be unreasonably
Ordinary Course Transactions. Each Customer Agreement arose out of a bona fide business transaction entered into in the ordinary course of business consistent with past practice of the Company.
Ordinary Course Transactions. The Borrower shaxx xxx enter into any material transactions except in the ordinary course of business, on ordinary commercial terms and on the basis of arms' length arrangements, provided that neither this covenant nor Section 7.07 shall limit the Borrower's ability to transfer (including, without limitation, by way of donation) its co-ownership interest in the Pillones Dam to any third party so long as the water rights of the Borrower for the Current Operations and the Sulfide Project are unaffected by such transfer and provided further that the Senior Facility Lenders agree that transactions undertaken pursuant to any Identified Material Project Document with a Parent Company shall be deemed to meet the standard in this Section 7.25.
Ordinary Course Transactions. Except for the transactions expressly contemplated by the Transaction Documents or necessarily incidental thereto, Old Valero will not, and will not permit any of its Subsidiaries to, incur any Debt or Lien, acquire or dispose of any assets, declare or pay any dividends or other distributions or enter into any other material transaction, in any such case outside the ordinary course of business as heretofore conducted by Old Valero and its Subsidiaries.
