Common use of Prohibitions on Certain Actions Clause in Contracts

Prohibitions on Certain Actions. From and after the Closing Date, without the prior written consent of at least one of the Principal Purchasers and for so long as such Principal Purchaser has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants, in the aggregate, issued to such Purchasers on the Closing Date, the Company will not (through merger, amendment, recapitalization, consolidation, reorganization or otherwise): (i) make any acquisition (whether by merger, stock purchase, asset purchase or otherwise) of another business or party involving the payment, contribution or assignment by or to the Company or its Subsidiaries of money or assets greater than $2,000,000; (ii) enter into, or amend, the terms of agreements with Quest Diagnostics, which consent shall not be unreasonably withheld, conditioned or delayed following good faith consultation with the Company; (iii) submit any resolution at a meeting of shareholders or in any other manner change or authorize a change in the size of the Board; (iv) offer, sell or issue any securities ranking senior to Common Stock, or offer, sell or issue any securities which are convertible into or exchangeable or exercisable for securities ranking senior to Common Stock, including, but not limited to, any preferred shares, other than securities of any direct or indirect Subsidiary of the Company that are offered, sold or issued solely to the Company; (v) amend the Company’s Certificate of Incorporation or Bylaws in any manner that affects the rights, privileges, or economics of the Common Stock or Warrants; (vi) effect or cause to be effected, or enter any contract, agreement or other arrangement that would, directly or indirectly, result or have the effect of causing, a Change of Control or an Insolvency Event; (vii) pay or declare any dividends on any securities of the Company, distribute any assets (including property or cash) of the Company other than in the ordinary course of business or repurchase any outstanding securities of the Company, other than payments, declarations or distributions of assets solely to the Company; or (viii) adopt or amend any shareholder rights plan or similar agreement.

Appears in 3 contracts

Samples: Stockholders Agreement (Feinberg Family Trust), Stockholders Agreement (Vermillion, Inc.), Stockholders Agreement (Vermillion, Inc.)

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Prohibitions on Certain Actions. From and after the Closing Date, No Borrower shall without the prior written consent of at least one Lender (which consent shall be given in Lender’s sole discretion) (a) create, incur, guarantee or suffer to exist any Debt (except any Debt existing on the date hereof pursuant to the agreements evidencing such Debt as in effect on the date hereof); (b) create or suffer to exist any Lien upon any Assets (except for Permitted Liens) or install or otherwise incorporate in the Improvements any materials, equipment or fixtures under any conditional sales agreements or security agreement whereby the right is reserved or accrued to anyone to remove or repossess any such items; (c) declare or make any declaration or payment of the Principal Purchasers and a distribution, interest or dividend on any equity interest (other than to another Borrower or a payment-in-kind) or any purchase, redemption, or other acquisition or retirement for so long as such Principal Purchaser has value of any equity interest (other than to another Borrower) (collectively, “Distributions”); (d) make any acquisition of any assets or any acquisition of record or beneficial ownership of Sharesany equity interests of a Person; or any advance or capital contribution to or other investment in a Person; (e) make any sale, Warrants lease, license, consignment, transfer or Warrant Shares, other disposition of any Assets (other than sales of inventory in the aggregateordinary course of business); (f) make any loans or other advances of money to any Person; (g) make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Debt (other than the Loans) prior to its due date under the agreements evidencing such Debt as in an amount equal to at least fifty percent (50%) of the Shares and Warrants, in the aggregate, issued to such Purchasers effect on the Closing Date, the Company will not other than payments permitted to be paid under this Agreement; (through mergerh) merge, amendmentcombine or consolidate with any Person, recapitalizationor liquidate, consolidationwind up its affairs or dissolve itself, reorganization in each case whether in a single transaction or otherwise): in a series of related transactions; (i) change its name or conduct business under any fictitious name; change its tax or other organizational identification number; or change its form or state of organization; (j) form or acquire any subsidiary after the Closing Date; (k) amend, modify or otherwise change any of its Organizational Documents as in effect on the Closing Date except for any amendment, modification or other change that does not adversely affect Lender or any duty to pay the Loans; (l) become a party to or permit any subsidiary to become a party to any agreement (other than a Loan Document) that conditions or restricts the right of any Borrower to incur or repay the Loans, to grant Liens on the collateral securing the Loans, to declare or make any acquisition (whether by mergerDistributions to a Borrower, stock purchaseto modify, asset purchase extend or otherwise) of another business or party involving renew the paymentLoans, contribution or assignment by or to the Company or its Subsidiaries of money or assets greater than $2,000,000; repay any intercompany Debt owed to Borrower; (iim) enter into, or amend, the terms of agreements with Quest Diagnostics, which consent shall not be unreasonably withheld, conditioned or delayed following good faith consultation with the Company; (iii) submit any resolution at a meeting of shareholders or engage in any other manner change or authorize a change in the size of the Board; (iv) offer, sell or issue any securities ranking senior to Common Stock, or offer, sell or issue any securities which are convertible into or exchangeable or exercisable for securities ranking senior to Common Stock, including, but not limited to, any preferred sharesbusiness, other than securities of its business as conducted on the Closing Date and any direct activities incidental thereto; or indirect Subsidiary of the Company that are offered, sold or issued solely to the Company; (vn) amend the Company’s Certificate of Incorporation or Bylaws in modify any manner that affects the rights, privileges, or economics of the Common Stock or Warrants; (vi) effect or cause to be effected, or enter any contract, agreement material agreements or other arrangement that would, directly material contracts or indirectly, result or have the effect of causing, a Change of Control or an Insolvency Event; (vii) pay or declare any dividends on any securities of the Company, distribute any assets (including property or cash) of the Company other than in the ordinary course of business or repurchase any outstanding securities of the Company, other than payments, declarations or distributions of assets solely to the Company; or (viii) adopt or amend any shareholder rights plan or similar agreementdocuments.

Appears in 1 contract

Samples: Second Lien Loan Agreement (North American Technologies Group Inc /Tx/)

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Prohibitions on Certain Actions. From and after the Closing Date, No Borrower shall without the prior written consent of at least one Lender (which consent shall be given in Lender’s sole discretion) (a) create, incur, guarantee or suffer to exist any Debt (except any Debt existing on the date hereof pursuant to the agreements evidencing such Debt as in effect on the date hereof); (b) create or suffer to exist any Lien upon any Assets (except for Permitted Liens) or install or otherwise incorporate in the Improvements any materials, equipment or fixtures under any conditional sales agreements or security agreement whereby the right is reserved or accrued to anyone to remove or repossess any such items; (c) declare or make any declaration or payment of the Principal Purchasers and a distribution, interest or dividend on any equity interest (other than to another Borrower or a payment-in-kind) or any purchase, redemption, or other acquisition or retirement for so long as such Principal Purchaser has value of any equity interest (other than to another Borrower) (collectively, “Distributions”); (d) make any acquisition of any assets or any acquisition of record or beneficial ownership of Sharesany equity interests of a Person; or any advance or capital contribution to or other investment in a Person; (e) make any sale, Warrants lease, license, consignment, transfer or Warrant Shares, other disposition of any Assets (other than sales of inventory in the aggregateordinary course of business); (f) make any loans or other advances of money to any Person; (g) make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Debt (other than the Loans) prior to its due date under the agreements evidencing such Debt as in an amount equal to at least fifty percent (50%) of the Shares and Warrants, in the aggregate, issued to such Purchasers effect on the Closing Date, the Company will not other than payments permitted to be paid under this Agreement; (through mergerh) merge, amendmentcombine or consolidate with any Person, recapitalizationor liquidate, consolidationwind up its affairs or dissolve itself, reorganization in each case whether in a single transaction or otherwise): in a series of related transactions; (i) change its name or conduct business under any fictitious name; change its tax or other organizational identification number; or change its form or state of organization; (j) form or acquire any subsidiary after the Closing Date; (k) amend, modify or otherwise change any of its Organizational Documents as in effect on the Closing Date except for any amendment, modification or other change that does not adversely affect Lender or any duty to pay the Loans; (1) become a party to or permit any subsidiary to become a party to any agreement (other than a Loan Document) that conditions or restricts the right of any Borrower to incur or repay the Loans, to grant Liens on the collateral securing the Loans, to declare or make any acquisition (whether by mergerDistributions to a Borrower, stock purchaseto modify, asset purchase extend or otherwise) of another business or party involving renew the paymentLoans, contribution or assignment by or to the Company or its Subsidiaries of money or assets greater than $2,000,000; repay any intercompany Debt owed to Borrower; (iim) enter into, or amend, the terms of agreements with Quest Diagnostics, which consent shall not be unreasonably withheld, conditioned or delayed following good faith consultation with the Company; (iii) submit any resolution at a meeting of shareholders or engage in any other manner change or authorize a change in the size of the Board; (iv) offer, sell or issue any securities ranking senior to Common Stock, or offer, sell or issue any securities which are convertible into or exchangeable or exercisable for securities ranking senior to Common Stock, including, but not limited to, any preferred sharesbusiness, other than securities of its business as conducted on the Closing Date and any direct activities incidental thereto; or indirect Subsidiary of the Company that are offered, sold or issued solely to the Company; (vn) amend the Company’s Certificate of Incorporation or Bylaws in modify any manner that affects the rights, privileges, or economics of the Common Stock or Warrants; (vi) effect or cause to be effected, or enter any contract, agreement material agreements or other arrangement that would, directly material contracts or indirectly, result or have the effect of causing, a Change of Control or an Insolvency Event; (vii) pay or declare any dividends on any securities of the Company, distribute any assets (including property or cash) of the Company other than in the ordinary course of business or repurchase any outstanding securities of the Company, other than payments, declarations or distributions of assets solely to the Company; or (viii) adopt or amend any shareholder rights plan or similar agreementdocuments.

Appears in 1 contract

Samples: Second Lien Loan Agreement (Sammons Enterprises, Inc.)

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