Common use of PROHIBITED ACTIVITIES BY THE COMPANY Clause in Contracts

PROHIBITED ACTIVITIES BY THE COMPANY. Between the date of this Agreement and the Closing Date, Company will not, without prior written consent of Parent: (i) make any change in its Charter Documents or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 6.4; (iii) declare or pay any dividend, or make any distribution in respect of Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of Company Stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice), in connection with the transactions contemplated by this Agreement, or involves an amount not in excess of $5,000; (v) create, assume or permit to exist any Lien upon any asset or property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $5,000 as necessary or desirable for the conduct of its business, (y) (1) Liens for Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanic's, worker's, repairmen's, employee's or other like Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 6.8 or 6.13; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material right or claim; provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 6.9 unless specifically listed thereon; (x) commit a material breach or amend or terminate any material agreement, permit, license or other right; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

PROHIBITED ACTIVITIES BY THE COMPANY. Between the date of this Agreement and the Closing Date, Company will not, without prior written consent of Parent: (i) make any change in its Charter Documents or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 6.4; (iii) declare or pay any dividend, or make any distribution in respect of Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of Company Stock; except (a) cash distributions to Stockholders not to exceed their individual tax liability resulting from the operations of Company, and (b) distribution of a 1995 Suburban and a Silverado pick-up truck (along with any leases or note obligations) to Xxxxxxx X'Xxxxx; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice), in connection with the transactions contemplated by this Agreement, or involves an amount not in excess of $5,000; (v) create, assume or permit to exist any Lien upon any asset or property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $5,000 as necessary or desirable for the conduct of its business, (y) (1) Liens for Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanic's, worker's, repairmen's, employee's or other like Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 6.8 or 6.13; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material right or claim; provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 6.9 unless specifically listed thereon; (x) commit a material breach or amend or terminate any material agreement, permit, license or other right; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

PROHIBITED ACTIVITIES BY THE COMPANY. Between Except as otherwise provided in Section 7.4, between the date of this Agreement and the Closing Date, Company will not, without prior written consent of Parent: (i) make any change in its Charter Documents or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 6.4; (iii) declare or pay any dividend, or make any distribution in respect of Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of Company Stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice), in connection with the transactions contemplated by this Agreement, or involves an amount not in excess of $5,000; (v) create, assume or permit to exist any Lien upon any asset or property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $5,000 as necessary or desirable for the conduct of its business, (y) (1) Liens for Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanic's, worker's, repairmen's, employee's or other like Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 6.8 or 6.13; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material right or claim; provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 6.9 unless specifically listed thereon; (x) commit a material breach or amend or terminate any material agreement, permit, license or other right; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

PROHIBITED ACTIVITIES BY THE COMPANY. Between the date of this Agreement and the Closing Date, Company will not, without prior written consent of Parent: (i) make any change in its Charter Documents or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 6.4; (iii) declare or pay any dividend, or make any distribution in respect of Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of Company Stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice), in connection with the transactions contemplated by this Agreement, or involves an amount not in excess of $5,000; (v) create, assume or permit to exist any Lien upon any asset or property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $5,000 as necessary or desirable for the conduct of its business, (y)to (1) Liens for Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanic's, worker's, repairmen's, employee's or other like Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 6.8 or 6.13; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material right or claim; provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 6.9 unless specifically listed thereon; (x) commit a material breach or amend or terminate any material agreement, permit, license or other right; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

PROHIBITED ACTIVITIES BY THE COMPANY. Between Except as set forth in Section 9.9, between the date of this Agreement and the Closing Date, Company will not, without prior written consent of Parent: (i) make any change in its Charter Documents or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 6.4; (iii) declare or pay any dividend, or make any distribution in respect of Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of Company Stock; provided, however, that Company may complete the spin-off DTS prior to the Closing Date; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is (x) in the normal course of business (consistent with past practice), (y) in connection with the transactions contemplated by this Agreement, or (z) involves an amount not in excess of $5,000;; provided, however, the Company may pay attorneys' fees incurred in connection with this Agreement. (v) create, assume or permit to exist any Lien upon any asset or property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $5,000 as necessary or desirable for the conduct of its business, (y) (1) Liens for Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanic's, worker's, repairmen's, employee's or other like Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 6.8 or 6.13; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; provided, however, that Company may distribute its 1995 Yukon and 1999 GMC pickup to Xxxxx Xxxxxx and its 1995 Chevrolet pickup to Xxxxx XxXxxxx; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material right or claim; provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 6.9 unless specifically listed thereon; (x) commit a material breach or amend or terminate any material agreement, permit, license or other right; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

PROHIBITED ACTIVITIES BY THE COMPANY. Between Except for the Transfer, etween the date of this Agreement and the Closing Date, Company will not, without prior written consent of Parent: (i) make any change in its Charter Documents Documents, Bylaws or BylawsOperating Agreements; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 6.4kind; (iii) declare or pay any dividend, or make any distribution in respect of Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of Company Stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice), in connection with the transactions contemplated by this Agreement, or involves an amount not in excess of $5,000; (v) create, assume or permit to exist any Lien upon any asset or property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $5,000 as necessary or desirable for the conduct of its business, business and (y) (1) Liens for Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanic's, worker's, repairmen's, employee's or other like Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 6.8 or 6.13appropriate schedules hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material right or claim; provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 6.9 unless specifically listed thereon; (x) commit a material breach or amend or terminate any material agreement, permit, license or other right; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

PROHIBITED ACTIVITIES BY THE COMPANY. Between the date of this Agreement and the Closing Date, Company will not, without prior written consent of Parent: (i) make any change in its Charter Documents or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 6.4; (iii) declare or pay any dividend, or make any distribution in respect of Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of Company Stock; except distribution of that certain time-share to Xxxxxxxx 0, Xxxx 0000, Week 32 at The Village Pointe Condominiums, a 1995 Ford Elgrande and a Lexus 400SL (along with any leases or note obligations) to Xxxxx Xxxxxxxx; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice), in connection with the transactions contemplated by this Agreement, or involves an amount not in excess of $5,000; (v) create, assume or permit to exist any Lien upon any asset or property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $5,000 as necessary or desirable for the conduct of its business, (y) (1) Liens for Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanic's, worker's, repairmen's, employee's or other like Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 6.8 or 6.13; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material right or claim; provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 6.9 unless specifically listed thereon; (x) commit a material breach or amend or terminate any material agreement, permit, license or other right; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

PROHIBITED ACTIVITIES BY THE COMPANY. Between the date of this Agreement and the Closing Date, Company will not, without prior written consent of Parent: (i) make any change in its Charter Documents or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 6.4kind; (iii) declare or pay any dividend, or make any distribution in respect of Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of Company Stock; except distribution of a 1994 Ford Ranger (along with any lease or note obligation) to Xxxxxx Xxxxxxxxx; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice), in connection with the transactions contemplated by this Agreement, or involves an amount not in excess of $5,000; (v) create, assume or permit to exist any Lien upon any asset or property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $5,000 as necessary or desirable for the conduct of its business, and (y) (1) Liens for Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanic's, worker's, repairmen's, employee's or other like Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 6.8 or 6.13appropriate schedules hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material right or claim; provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 6.9 unless specifically listed thereon; (x) commit a material breach or amend or terminate any material agreement, permit, license or other right; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

PROHIBITED ACTIVITIES BY THE COMPANY. Between the date of this Agreement and the Closing Date, Company will not, without prior written consent of Parent: (i) make any change in its Charter Documents or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 6.4kind; (iii) declare or pay any dividend, or make any distribution in respect of Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of Company Stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice), in connection with the transactions contemplated by this Agreement, or involves an amount not in excess of $5,000; (v) create, assume or permit to exist any Lien upon any asset or property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $5,000 as necessary or desirable for the conduct of its business, (y)of (1) Liens for Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanic's, worker's, repairmen's, employee's or other like Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 6.8 or 6.13appropriate schedules hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material right or claim; provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 6.9 unless specifically listed thereon; (x) commit a material breach or amend or terminate any material agreement, permit, license or other right; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

PROHIBITED ACTIVITIES BY THE COMPANY. Between the date of this Agreement and the Closing Date, Company will not, without prior written consent of Parent: (i) make any change in its Charter Documents or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 6.4; (iii) declare or pay any dividend, or make any distribution in respect of Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of Company Stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice), in connection with the transactions contemplated by this Agreement, or involves an amount not in excess of $5,000; (v) create, assume or permit to exist any Lien upon any asset or property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $5,000 as necessary or desirable for the conduct of its business, (y) (1) Liens for Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanic's, worker's, repairmen's, employee's or other like Liens arising in the ordinary course -29- of business, or (3) Liens set forth on Schedule 6.8 or 6.13; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material right or claim; provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 6.9 unless specifically listed thereon; (x) commit a material breach or amend or terminate any material agreement, permit, license or other right; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.