Other Negative Covenants Sample Clauses
Other Negative Covenants. The Company hereby further covenants and agrees that it will not:
(a) Create or authorize the creation of any additional class or series of shares of stock or equity unless the same ranks junior to the Series A Preferred Stock as to conversion, redemption, the distribution of assets on the liquidation, dissolution or winding up of the Company, or increase the authorized amount of the Series A Preferred Stock or any series thereof or increase the authorized amount of any additional class or series of shares of stock unless the same ranks junior to the Series A Preferred Stock as to conversion, redemption, or the distribution of assets on the liquidation, dissolution or winding up of the Company, or create or authorize any obligation or security convertible into shares of Series A Preferred Stock or into shares of any other class or series of stock unless the same ranks junior to the Series A Preferred Stock as to conversion, redemption or the distribution of assets on the liquidation, dissolution or winding up of the Company, whether any such creation, authorization or increase shall be by means of amendment to the Amended Certificate of Incorporation or by merger, consolidation or otherwise;
(b) Amend, alter or repeal its Amended Certificate of Incorporation, By-laws or other organizational documents in any manner, or take any other corporate action, that would alter, change or adversely affect the terms, conditions, rights or privileges of the Series A Preferred Stock, except any amendment to its Amended Certificate of Incorporation in connection with the creation of an additional class or series of shares permitted pursuant to Section 4.7(a);
(c) Redeem, purchase or otherwise acquire for value (or pay into or set aside for a sinking fund for such purpose) any of the Common Stock of any class, any other capital stock of the Company, or any of the Company's options, warrants or convertible or exchangeable securities except that these provisions shall not prohibit the Company from completing any redemption permitted by the Certificate of Incorporation and except for acquisitions of securities of employees of the Company or its affiliates; or
(d) within one (1) year following the Closing, merge or consolidate with or into any other corporation or sell, lease or convey all or substantially all of its property or business without obtaining the prior written consent of the Purchasers.
Other Negative Covenants. Without Agility’s prior written consent, Borrower shall not do any of the following: (i) acquire any material assets outside the ordinary course of business; (ii) sell, lease, license, encumber, transfer or otherwise dispose of any Collateral except for sales of inventory in the ordinary course of business; (iii) pay or declare any dividends on Borrower’s stock; (iv) redeem , repurchase or otherwise acquire, any of Borrower ‘s stock; (v) except as provided on Exhibit B, make any investments in, or loans or advances to, any person, including without limitation any investments in, or downstreaming of funds to, any subsidiary or affiliate of Borrower; (vi) incur any indebtedness, including any guaranties or other contingent liabilities, other than (I) trade debt and equipment purchase money financing and/or capital lease obligations, each incurred in the ordinary course of business; and (2) unsecured convertible indebtedness on substantially similar terms as that which is existing as of the date hereof under which no interest or principal payments are due prior to the Maturity Date (collectively set forth on Exhibit B, “Permitted Debt”); (vii) make any deposits or investments into any investment or depository accounts unless they are subject to an account control agreement acceptable to Agility; (viii) make any payment on any of Borrower ‘s indebtedness that is subordinate to the Obligations (for the avoidance of doubt, the Borrower shall be permitted to make payments when due on the Permitted Debt that is outstanding as of the date hereof); (ix) permit or suffer a merger, change of control, or acquisition of all or any substantial part of Borrower’s assets; (x) use any part of the Advance to repay loans or pay deferred salaries or other amounts owing to any officers, directors, shareholders or affiliates of Borrower, other than repayments of the Permitted Debt that is outstanding as of the date hereof to debtors that may also be shareholders of Borrower; or (xi) agree to do any of the foregoing.
Other Negative Covenants. While any obligation of Borrower or Guarantor under the Loan Documents remains outstanding, the following provisions shall apply, except to the extent that Lender otherwise consents in writing:
Other Negative Covenants. The Borrower will not:
(a) Seek the dissolution or winding up, in whole or in part, of the Borrower or voluntarily file, or consent to the filing of, a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceedings; and
(b) Commingle any of its accounts with accounts of any other Person, including, any Obligor, Subsidiary of the Borrower, or parent or affiliate of the Borrower.
Other Negative Covenants. During the term of this Agreement, and thereafter for so long as there are any unpaid Secured Obligations to Lender, Borrower and Guarantors covenant that, unless Lender has first consented thereto in writing, they will not:
Other Negative Covenants. Such Obligor shall not, and shall not permit its subsidiaries to, do any of the following, except as otherwise expressly permitted in this Financing Agreement:
(i) Mortgage, assign, pledge, transfer or otherwise permit any Lien, charge, security interest, encumbrance or judgment (whether as a result of a purchase money or title retention transaction, or other security interest, or otherwise), to exist on any of the Collateral or any other assets, whether now owned or hereafter acquired, of such Obligor or subsidiary, except for the Liens granted herein and in the other Loan Documents and for Permitted Encumbrances;
(ii) Enter into, or permit any subsidiary to enter into, any Hedging Agreement, or incur or create any Indebtedness other than the Permitted Indebtedness;
(iii) Except for Permitted Asset Transfers, sell, lease, assign, transfer or otherwise dispose of any of its assets or any beneficial interest therein or, in the case of any capital stock owned by an Obligor, in any way relinquish control over any related voting power except pursuant to the Security Documents and the Senior Lien Financing Documents (as such documents are in effect on the date hereof);
(iv) Except with respect to the transfer of Pledged Stock of one Obligor to another and except for a Permitted Liquidation, merge, amalgamate, consolidate or otherwise alter or modify their respective corporate names, principal places of business, structure, or existence, re-incorporate or re-organize, or enter into or engage in any operation or activity materially different from that presently being conducted by such Obligor (or such subsidiary), except that (A) an Obligor may change its corporate name or address, or (B) a Company may merge or amalgamate with and into any other Company or a Guarantor may merge or amalgamate with or into any other Guarantor (other than the Inactive Guarantor) or Company (provided that a Company is the survivor of such merger or amalgamation), provided that: (i) in any such instance under clause (A) or (B) above, Harvard shall give the Lender thirty (30) days' prior written notice thereof; and (ii) the relevant Obligors shall execute and deliver, prior to or simultaneously with any such action, any and all documents and agreements reasonably requested by the Lender to confirm the continuation and preservation of all security interests and Liens granted to the Lender hereunder or under any other Loan Document;
(v) Assume, guarantee, endorse, or otherwise become lia...
Other Negative Covenants. For so long as there is any Amount Outstanding, the Company must not, and must ensure that each Group Company does not, directly or indirectly, without the Investor’s written approval (not to be unreasonably withheld or delayed):
(a) dispose, in a single transaction or in a series of transactions, of all or any part of its assets unless:
(i) such disposal is in the ordinary course of business and for fair market value, and
(ii) where the value of the asset(s) the subject of the disposal is greater than AU$1,000,000, at least 50% of the net proceeds of the disposal are, if required by the Investor, applied in or towards repayment of the Amount Outstanding;
(b) reduce its issued share capital or any uncalled liability in respect of its issued capital, except by means of a purchase or redemption of the share capital that is permitted under Australian Law, unless such reduction is required in connection with a proposed listing of the Company on the NASDAQ Stock Exchange;
(c) except under the Other Purchases, issue or agree to issue any debt, equity or equity-linked securities (including options) that have a variable interest rate or are convertible into, exchangeable or exercisable for, or include the right to receive Shares or other securities:
(i) at a conversion, repayment, exercise or exchange rate or other price that is based on, and/or varies with, the trading prices of, or quotations for, the Shares; or
(ii) at a conversion, repayment, exercise or exchange rate or other price that is subject to being reset at some future date after the initial issuance of such debt, equity or equity-linked security or upon the occurrence of specified or contingent events;
(d) undertake any consolidation of its share capital, unless such consolidation is required in connection with a proposed listing of the Company on the NASDAQ Stock Exchange;
(e) change the nature of its business;
(f) make an application under section 411 of the Corporations Act;
(g) grant any Security Interest over any of its assets, or allow a Security Interest to come into existence over any assets of any Group Company;
(h) make any payment to any party in reduction of the amount owing by the Company to them, other than as specifically permitted under clause 7.3;
(i) list the Company on the NASDAQ Stock Exchange and on the initial public offering offer shares or depository interests at a per unit price less than the Floor Price;
(j) draw down on its facility with Acuity Capital Investment Management...
Other Negative Covenants. Until the repayment in full of the Debenture, the Company, BVI Sub and any other Subsidiaries shall not, unless such transaction is approved in writing by each Investor:
a) Sell, lease, or otherwise dispose of all or substantially all of its assets;
b) Dissolve, liquidate, or wind up its business;
c) Conduct its business other than in its ordinary and usual course;
d) Merge, consolidate with another entity or otherwise sell all, or substantially all, of its ownership interests to an unrelated third-party; or
e) Without the prior written consent of the Investors, sell any equity, equity equivalent, or debt securities to third parties (other than Investors), except for the Interim Financing and the New Financing.
Other Negative Covenants. For the period ending six (6) months following the repayment in full of the Debenture (except for subsection (viii)), the Company shall not, unless such transaction is approved in writing by the Investor:
(i) Sell, lease, or otherwise dispose of all or substantially all of its assets;
(ii) Dissolve, liquidate, or wind up its business;
(iii) Conduct its business other than in its ordinary and usual course;
(iv) Issue any debt obligations other than those described in the Investment Banking Agreement, unless all of the obligations of the Debenture are retired with such proceeds;
(v) Pay any dividend or make any other distributions of cash or property to any of the holders of its capital stock;
(vi) Merge or consolidate with another entity;
(vii) Enter into any transaction with an affiliate other than in the ordinary course;
(viii) For a period of one (1) year following the date of this Agreement, the Company shall not, without the prior written consent of the Investor, (x) issue or sell shares of Common Stock or preferred stock or (y) issue any warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock or preferred stock, provided, however, the Company may issue up to an aggregate of 50,000,000 shares of Common Stock at a price not less than $0.08 per share during the one (1) year period. Notwithstanding the preceding, this Section 7.11 (viii) shall not apply if the Company does not raise a minimum of $3,000,000 in debt financing pursuant to the Investment Banking Agreement by March 31, 2009.
Other Negative Covenants. The Borrower will not, unless the Lender shall otherwise consent in writing:
(a) Liens, Etc.
(i) Create, assume or suffer to exist, or permit any subsidiary to create, assume or suffer to exist, any liens upon or with respect to any of the equity interests in any subsidiary, whether now owned or hereafter acquired, or (ii) create or assume, or permit any subsidiary to create or assume, any liens or security interest upon or with respect to any other assets material to the consolidated operations of the Borrower and its consolidated subsidiaries taken as a whole securing the payment of Loan.
(b) Loan, Etc. Create, assume or suffer to exist, or permit any of its consolidated subsidiaries to create, assume or suffer to exist, any debt, other than other Loans with the Lender