Restricted Activities and Transactions. Except as otherwise consented to in writing by MOTG, from the date of this Agreement through the Effective Time (as hereinafter defined), SoundCity will not:
(a) amend its Charter or By-Laws;
(b) issue, sell or deliver, or agree to issue, sell or deliver, any shares of any class of capital stock of SoundCity or any securities convertible into any such shares, or any options, warrants, or other rights calling for the issuance, sale or delivery of any such shares or convertible securities;
(c) except in the ordinary course of business (i) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel or agree to cancel any debts or claims, (iii) distribute, lease, sell or transfer, agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, (iv) make or permit any amendment to or termination of any material contract or agreement, license or other right to which it is a party or (v) mortgage or pledge any of its assets, tangible or intangible;
(d) grant any bonus or increase in compensation, other than bonuses or increases given in conformity with past practice;
(e) enter into or make any change in any Employee Benefit Program, except as required by law;
(f) acquire voting securities or any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of banking, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; or
(g) enter into or agree to enter into any other material agreement or material transaction not in the ordinary course of business.
Restricted Activities and Transactions. Except as otherwise consented to in writing by Parent, or contemplated by this Agreement, prior to the Effective Date, Target will not:
(a) amend its certificate or articles of incorporation or bylaws;
(b) issue, sell or deliver, or agree to issue, sell or deliver, any shares of any class of capital stock or any securities convertible into any such shares or convertible into securities in turn so convertible, or any options, warrants or other rights calling for the issuance, sale or delivery of any such shares or convertible securities, declare or pay any dividend or make any distribution on its capital stock in cash, stock or property, subdivide shares of capital stock into a greater number of shares, or redeem, repurchase or otherwise acquire any shares of capital stock;
(c) discharge or satisfy or pay any lien, encumbrance, debt or obligation other than in the ordinary course of business;
(d) sell, transfer or otherwise dispose of any of its assets otherwise than in the normal course of business;
(e) incur or assume or authorize or commit to any expenditure(s) in excess of $25,000 in the aggregate other than in the ordinary course of business;
(f) assume or guarantee, or agree to assume or guarantee, any debt, liability or other obligation of any person, firm or corporation; or
(g) acquire control of any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing or merge, consolidate or otherwise combine with any other corporation (except as provided for in this Agreement), or enter into any agreement providing for any of the foregoing.
Restricted Activities and Transactions. Except as specifically consented to in writing by ERD, prior to the Effective Time of the Merger, ENSA shall not:
(a) amend its certificate of incorporation or by-laws;
(b) except pursuant to conversion rights or options in existence on the date hereof, (none of which conversion rights or options were issued or created since the end of ENSA's last fiscal year) issue, sell or deliver, or agree to issue, sell or deliver, any shares of any class of capital stock of ENSA, any securities convertible into any such shares or convertible into securities in turn so convertible or any options, warrants or other rights calling for the issuance, sale or delivery of any such shares or convertible securities;
(c) encumber any of its properties or assets, except for Permitted Encumbrances;
(d) except in the ordinary course of business (and consistent with prior practice), (i) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guaranty or otherwise, any obligation or liability (absolute or contingent), (ii) cancel or agree to cancel any debts or claims, (iii) lease, sublease, sell or otherwise transfer, agree to lease, sublease, sell or otherwise transfer, or grant or agree to grant any preferential rights to lease or otherwise acquire, any of its properties or assets, (iv) make or agree to make any capital expenditure in excess of $25,000 in any individual case or $100,000 in the aggregate, (v) make or permit any amendment or termination of any Contract or (iv) terminate service to any customer;
(e) grant any increase in compensation to any employee (except in the ordinary course of business and consistent with prior practice), officer or director of ENSA or any sales agent, terminate any employment agreement or sales agency agreement with any sales agent or enter into any agreement to make any special bonus payment to or severance arrangement with any employee (except in the ordinary course of business and consistent with prior practice), officer, director or agent of ENSA;
(f) enter into or make any change in any employee benefit program, except as required by law;
(g) acquire control or ownership of any Person, or acquire control or ownership of the customer list or any other substantial portion of the assets of any Person, or merge, consolidate or otherwise combine with any other Person, or enter into any agreement providing for any of the foregoing;
(h) except in the ordinary course of business, cha...
Restricted Activities and Transactions. Except as otherwise consented to in writing by Purchaser, from the date hereof and through the Effective Time of the Merger the Company will not:
4.2.1 amend its articles of incorporation or by-laws;
4.2.2 issue, sell or deliver, or agree to issue, sell or deliver, or grant, or declare any stock dividend or stock split with respect to, any shares of any class of capital stock of the Company or any securities convertible into any such shares or convertible into securities in turn so convertible, or any options, warrants or other rights calling for the issuance, sale or delivery of any such shares or convertible securities;
4.2.3 mortgage, pledge or xxxxx x xxxx upon any of its assets, tangible or intangible;
4.2.4 except in the ordinary course of business (and consistent with past practice), (i) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel or agree to cancel any material debts or claims, (iii) lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its material assets, property or rights, or (iv) make or permit any substantive amendment or termination of any material contract, agreement, license or other right of which it is a party;
4.2.5 materially amend or terminate any existing employee benefit plan or adopt any new employee benefit plan;
4.2.6 acquire control or ownership of any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of the foregoing, or enter into any agreement providing for any of the foregoing;
4.2.7 directly or indirectly solicit, encourage or authorize any individual, corporation or entity (including without limitation its directors, officers, employees, attorneys, accountants and investment bankers) to directly or indirectly solicit or encourage any inquiry, proposal, offer or possible offer from a third party relating to or enter into any agreement for (i) the purchase of shares of any class of capital stock of the Company or any securities convertible into any such shares or convertible into securities in turn so convertible, or the acquisition of any option, warrant or other right to purchase or otherwise acquire any such shares or convertible securities, (ii) a tender or exchange offer for any sha...
Restricted Activities and Transactions. 25 7.3 Cooperation...............................................................................................25 7.4
Restricted Activities and Transactions. (a) Halo shall not engage, or agree to engage, in any one or more of the following activities or transactions, except in the ordinary course of business, without the prior written permission of Unify after no less than five (5) Business Days prior written notice (i) take any action or omit to take any action or cause another Person to take an action or omit to take an action that may damage, harm, encumber or otherwise have an adverse effect on the Gupta Business; (ii) destroy or remove from the facilities any Books or Records maintained in connection with the Gupta Business; (iii) terminate any policies of title, liability, fire, workers’ compensation, property and any other form of insurance covering the Gupta Entities or the Gupta Business; (iv) settle any lawsuit or claim if such settlement imposes any continuing liability or non-monetary obligation on the Gupta Business or any of Gupta Entities; (v) waive any material claims or rights relating to the Gupta Business; or (vi) take any action or omit to take any action that would cause the representations and warranties of Halo contained in Article IV hereof to be untrue, inaccurate or misleading.
(b) Unify shall not engage, or agree to engage, in any one or more of the following activities or transactions, except in the ordinary course of business, without the prior written permission of Halo after no less than five (5) Business Days prior written notice (i) take any action or omit to take any action or cause another Person to take an action or omit to take an action that may damage, harm, encumber or otherwise have an adverse effect on any of the NavRisk Assets or ViaMode Assets; (ii) destroy or remove from the facilities any Books or Records maintained in connection with the NavRisk Business; (iii) terminate any policies of title, liability, fire, workers’ compensation, property and any other form of insurance covering the NavRisk Assets or ViaMode Assets or operations of the NavRisk Business or the ViaMode Product; (iv) settle any lawsuit or claim if such settlement imposes any continuing liability or non-monetary obligation on the NavRisk Business or any of the NavRisk Assets or ViaMode Assets; (v) waive any material claims or rights relating to the NavRisk Assets or ViaMode Assets or the NavRisk Business; or (vi) take any action or omit to take any action that would cause the representations and warranties of Unify contained in Article V hereof to be untrue, inaccurate or misleading.
Restricted Activities and Transactions. Without the prior written consent of the Purchaser, the Seller shall not engage in any one or more of the following activities or transactions with respect to the Business: (a) directly or indirectly create, incur or assume any Lien, other than Permitted Liens, on or with respect to any property or asset (including any document or instrument in respect of goods) of the Business, whether now owned or hereafter acquired, or any income or profits therefrom; (b) Transfer, or agree to Transfer, any part of the Business's assets, properties or rights, other than in the ordinary course of the business of the Business in accordance with past practice; (c) enter or agree to enter, into any agreement or arrangement granting any preferential rights to purchase any of the Business's assets, properties or rights (including, without limitation, the Transferred Assets) or requiring the consent of any party to the Transfer of any such assets, properties or rights; (d) make or permit to be made any amendment to or termination of any Contract or any Approval relating to the Business other than in the ordinary course of business in accordance with past practice; (e) make any change in any profit-sharing, pension, retirement, long-term disability, hospitalization, insurance or other Employee Benefit Plan, payment or arrangement, except in the ordinary course consistent with past practice or as required by Law; (f) enter into any collective bargaining agreement; (g) enter into any contract or agreement except in the ordinary course of business in accordance with past practice; or (h) except in the ordinary course of business, enter into any compromise or settlement of any Action affecting or relating to the Business or any of its properties, assets or businesses.
Restricted Activities and Transactions. Without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, none of the Sellers, Global Communications and Mexican Express shall engage in any one or more of the following activities or transactions with respect to the Business: (a) directly or indirectly create, incur, assume, or permit to be created, any Lien, other than Permitted Liens, on or with respect to any property or asset (including any document or instrument in respect of goods) of the Business, whether now owned or hereafter acquired, or any income or profits therefrom; (b) Transfer, or agree to Transfer, any part of the Business's assets, properties or rights, other than in the ordinary course of the business of the Business in accordance with past practice; (c) enter or agree to enter into any agreement or arrangement granting any right to purchase any of the Business's assets, properties or rights (including, without limitation, the Transferred Assets) or requiring the consent of any party to the Transfer of any such assets, properties or rights; (d) make or permit to be made any amendment to or termination of any Contract or any Approval relating to the Business, other than in the ordinary course of the business of the Business in accordance with past practice; (e) make any change in any profit-sharing, pension, retirement, long-term disability, hospitalization, insurance or other Employee Benefit Plan, payment or arrangement, except in the ordinary course consistent with past practice or as required by Law; (f) enter into any collective bargaining agreement; (g) enter into any contract or agreement except in the ordinary course of business in accordance with past practice; (h) enter into any compromise or settlement of any Action affecting or relating to the Business or any of its properties, assets or businesses; or (i) otherwise take any other action or permit any other event to occur which that result in a breach of any of the representations or warranties set forth in Article V hereof.
Restricted Activities and Transactions. Except as otherwise consented to in writing by VSI, prior to the Effective Time of the Merger the Company will not and the Company will cause each of its Subsidiaries not to:
4.2.1 amend its articles of incorporation or by-laws;
4.2.2 issue, sell or deliver, or agree to issue, sell or deliver, or grant, or declare any stock divided or stock split with respect to, any shares of any class of capital stock of the Company or any securities convertible or exchangeable into any such shares or convertible or exchangeable into securities in turn so convertible or exchangeable, or any options, warrants or other rights calling for the issuance, sale or delivery of any such shares or any such convertible or exchangeable securities, except that the Company may issue shares of Company Common Stock pursuant to the Employee Options, the Director Options, the Swiss Warrants, the Consultant's Options, the Russell Warrants, the ITT Warrants, the Convertible Note or xxx Xxxtlement Agreement, provided that such options, warrants or Note are exercisable by their terms on the date of such issuance and are outstanding on the date hereof and provided that the applicable provisions of the Convertible Note and the Settlement Agreement remain in full force and effect on the date of such issuance;
4.2.3 except in the ordinary course of business or as required upon exercise of directors' fiduciary duties, mortgage or pledge any of its assets, tangible or intangible;
(i) borrow, or agree to borrow, any funds, other than in the ordinary course of business pursuant to the Company's existing credit facilities in amounts that will not preclude the Company from satisfying the condition set forth in Section 7.6 hereof, or (ii) except in the ordinary course of business (and consistent with past practice), voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (iii) except in the ordinary course of business (and consistent with past practice), cancel or agree to cancel any material debts of third-parties or claims against third-parties, (iv) except in the ordinary course of business (and consistent with past practice), lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its material assets, property or rights, or (v) except in the ordinary course of business (and consistent with past practice), make or permit any substantive amendment or termi...
Restricted Activities and Transactions. From the date hereof, until Closing, except as may otherwise be permitted or required hereby, without Buyer's prior consent expressly identifying and referring to this paragraph 5.2, which consent shall not be unreasonably withheld or delayed, Seller will not directly or indirectly do or agree to do, and within the past forty-five (45) days Seller directly or indirectly has not done or agreed to do, any one or more of the following:
(a) encumber, mortgage, pledge, or subject the Property Sold or any part thereof to any Lien, security interest, charge, or encumbrance;
(b) grant, agree to, offer, or pay any kickback, discount, incentive payment, commission, or promotional or other allowance to any person, or sell or agree to sell or otherwise dispose of any part of the Property Sold in each case other than sales for value, at usual rates, and in the ordinary and normal course of business;
(c) agree to terminate, amend, restrict, extend, or waive any material right under or materially affecting any Contract or the value of all or any material part of the Property Sold;
(d) conduct its business other than in the normal and usual manner in the ordinary course, or other than in material compliance with all applicable laws, rules, and regulations of all local, state, and federal authorities, entities, and agencies;
(e) vary materially from the charges for its services currently being charged and received by Seller;
(f) except as disclosed to Buyer, pay, paid, or agreed to pay, any bonus to any person, or make or agree to make any material change in the compensation payable or to become payable to any employee or agent of Seller;
(g) enter into any employment contract or lease; or
(h) except as disclosed to Buyer, enter into any contract or other commitment binding upon Seller for a period of more than thirty (30) days or other than in the ordinary course of business.
