Common use of Restrictions on Certain Actions Clause in Contracts

Restrictions on Certain Actions. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing, Sellers shall not, without the prior written consent of Buyer: (a) create, incur, guarantee, or assume any liability or obligation in respect of the Business, except current liabilities incurred in the ordinary course of the Business, to the extent necessary to preserve and maintain the Business consistent with past practice; (b) mortgage or pledge any of the Assets or create or suffer to exist any Encumbrance thereupon, other than those existing in connection with the Permitted Encumbrances; (c) (i) enter into, adopt, or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock purchase, pension, retirement, deferred compensation, employment, collective bargaining, severance, or other employee benefit agreement, trust, plan, fund, or other arrangement for the benefit or welfare of any employee of the Business; (ii) increase in any manner the compensation or fringe benefits of any employee of the Business other than in the ordinary course of business, consistent with prior practice; or (iii) pay to any employee of the Business any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof; (d) sell, lease, transfer, or otherwise dispose of, directly or indirectly, any of the Assets, other than in the ordinary course of the Business consistent with past practice; (e) make any capital expenditure or expenditures relating to the Business that are not in the ordinary course of business or that in the aggregate are in excess of $500,000; (f) pay, discharge, or satisfy any claims, liabilities, or obligations relating to the Business (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), including without limitation any loans or other amounts payable to shareholders or affiliates, other than the payment, discharge, or satisfaction in the ordinary course of the Business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Latest Balance Sheet or incurred since the date thereof in the ordinary course of the Business consistent with past practice; (g) enter into, or amend, modify, or change, any lease, contract, agreement, commitment, arrangement, or transaction relating to the Business, except in the ordinary course of the Business consistent with past practice; (h) delay payment of any account payable or other liability of Sellers relating to the Business beyond its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (i) allow the levels of raw materials, work-in-process, finished goods, supplies, and other materials included in the inventory of the Business to vary in any material respect from the levels customarily maintained by Sellers in the ordinary course of the Business consistent with past practice; (j) permit any current insurance or reinsurance policies to be cancelled or terminated or any of the coverages thereunder to lapse if such policy covers Assets or insures risks, contingencies, or liabilities of the Business, unless simultaneously with such cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the coverage cancelled, terminated, or lapsed are in full force and effect and written copies thereof have been provided to Triangle or Buyer; (k) authorize, declare, pay, or effect any dividend or liquidating or other distribution in respect of its capital stock (other than in cash for (i) payment of tax liabilities for tax periods ending prior to the Closing resulting from the subchapter S corporation status of a Seller) or (ii) payment of any obligations under any shareholder agreements or any direct or indirect redemption, purchase, or other acquisition of any of such stock (other than under any shareholder agreements); (l) deliberately take any action that would make any of the representations or warranties of any Seller contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any of the conditions set forth in this Agreement not being satisfied; (m) enter into or amend any contract, agreement, or other commitment that would have a Material Adverse Effect; or (n) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section 5.2. ARTICLE

Restrictions on Certain Actions. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing, Sellers shall not, without the prior written consent of Buyer: (a( ) create, incur, guarantee, or assume any liability or obligation in respect of the Business, except current liabilities incurred in the ordinary course of the Business, to the extent necessary to preserve and maintain the Business consistent with past practice; (ba) mortgage or pledge any of the Assets or create or suffer to exist any Encumbrance thereupon, other than those existing in connection with the Permitted Encumbrances; (cb) (i) enter into, adopt, or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock purchase, pension, retirement, deferred compensation, employment, collective bargaining, severance, or other employee benefit agreement, trust, plan, fund, or other arrangement for the benefit or welfare of any employee of the Business; (ii) increase in any manner the compensation or fringe benefits of any employee of the Business other than in the ordinary course of business, consistent with prior practice; or (iii) pay to any employee of the Business any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof; (dc) sell, lease, transfer, or otherwise dispose of, directly or indirectly, any of the Assets, other than in the ordinary course of the Business consistent with past practice; (ed) make any capital expenditure or expenditures relating to the Business that are not in the ordinary course of business or that in the aggregate are in excess of $500,000; (fe) pay, discharge, or satisfy any claims, liabilities, or obligations relating to the Business (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), including without limitation any loans or other amounts payable to shareholders or affiliates, other than the payment, discharge, or satisfaction in the ordinary course of the Business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Latest Balance Sheet or incurred since the date thereof in the ordinary course of the Business consistent with past practice; (gf) enter into, or amend, modify, or change, any lease, contract, agreement, commitment, arrangement, or transaction relating to the Business, except in the ordinary course of the Business consistent with past practice; (hg) delay payment of any account payable or other liability of Sellers relating to the Business beyond its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (ih) allow the levels of raw materials, work-in-process, finished goods, supplies, and other materials included in the inventory of the Business to vary in any material respect from the levels customarily maintained by Sellers in the ordinary course of the Business consistent with past practice; (ji) permit any current insurance or reinsurance policies to be cancelled or terminated or any of the coverages thereunder to lapse if such policy covers Assets or insures risks, contingencies, or liabilities of the Business, unless simultaneously with such cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the coverage cancelled, terminated, or lapsed are in full force and effect and written copies thereof have been provided to Triangle or Buyer; (kj) authorize, declare, pay, or effect any dividend or liquidating or other distribution in respect of its capital stock (other than in cash for (i) payment of tax liabilities for tax periods ending prior to the Closing resulting from the subchapter S corporation status of a Seller) or (ii) payment of any obligations under any shareholder agreements or any direct or indirect redemption, purchase, or other acquisition of any of such stock (other than under any shareholder agreements); (lk) deliberately take any action that would make any of the representations or warranties of any Seller contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any of the conditions set forth in this Agreement not being satisfied; (ml) enter into or amend any contract, agreement, or other commitment that would have a Material Adverse Effect; or (nm) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section 5.2. ARTICLEV.

Restrictions on Certain Actions. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing, Sellers Seller shall not, without the prior written consent of Buyer: : (a) make any material change in the ongoing operations of the Assets or the Business; (b) except in the ordinary course of the Business consistent with past practice, create, incur, guarantee, or assume any liability or obligation indebtedness for borrowed money in respect of the Business, except current liabilities incurred in the ordinary course of the Business, to the extent necessary to preserve and maintain the Business consistent with past practice; ; (bc) mortgage or pledge any of the Assets or create or suffer to exist any Encumbrance thereupon, other than those existing in connection with the Permitted Encumbrances; (c) ; (i) enter into, adopt, or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, collective bargaining, severance, or other employee benefit agreement, trust, plan, fund, or other arrangement for the benefit or welfare of any employee of the Business; ; (ii) except for normal increases in the ordinary course of the Business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to Seller, increase in any manner the compensation or fringe benefits of any employee of the Business other than in the ordinary course of business, consistent with prior practiceBusiness; or (iii) pay to any employee of the Business any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof; ; (de) sell, lease, transfer, or otherwise dispose of, directly or indirectly, any of the Assets, other than inventories of finished goods sold, rented or leased in the ordinary course of the Business consistent with past practice; ; (ef) make any capital expenditure or expenditures relating to the Business that are not which, individually, is in excess of $100,000 or, in the ordinary course of business or that in the aggregate aggregate, are in excess of $500,000; 1,000,000; (fg) pay, discharge, or satisfy any claims, liabilities, or obligations relating to the Business (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), including without limitation any loans or other amounts payable to shareholders or affiliates, other than the payment, discharge, or satisfaction in the ordinary course of the Business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Latest Balance Sheet or incurred since the date thereof in the ordinary course of the Business consistent with past practice; ; (gi) enter into, or amend, modify, or change, change any existing lease, contract, agreement, commitment, arrangement, or transaction agreement relating to the Business, except other than in the ordinary course of the Business consistent with past practice; ; (hj) waive, release, grant, or transfer any rights of value relating to the Business, other than in the ordinary course of the Business consistent with past practice; (k) lay off any employees of the Business; (l) accelerate collection of any notes or accounts receivable generated by the Business; (m) delay payment of any account payable or other liability of Sellers Seller relating to the Business beyond its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; ; (in) allow the levels of raw materials, work-in-process, finished goods, supplies, and other materials included in the inventory of the Business to vary in any material respect from the levels customarily maintained by Sellers Seller in the ordinary course of the Business consistent with past practice; ; (jo) permit any current insurance or reinsurance policies to be cancelled canceled or terminated or any of the coverages thereunder to lapse if such policy covers Assets or insures risks, contingencies, or liabilities of the Business, unless simultaneously with such cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the coverage cancelledcanceled, terminated, or lapsed are in full force and effect and written copies thereof have been provided to Triangle Buyer; (p) change any of the accounting principles or Buyer; (k) authorize, declare, pay, or effect any dividend or liquidating or other distribution in respect of its capital stock (other than in cash for (i) payment of tax liabilities for tax periods ending prior practices used by it relating to the Closing resulting from the subchapter S corporation status of a SellerBusiness; (q) or (ii) payment of any obligations under any shareholder agreements or any direct or indirect redemption, purchase, or other acquisition of any of such stock (other than under any shareholder agreements); (l) deliberately take any action that which would or might make any of the representations or warranties of any Seller contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any of the conditions set forth in this Agreement not being satisfied; or (m) enter into or amend any contract, agreement, or other commitment that would have a Material Adverse Effect; or (nr) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section 5.2. ARTICLESection.

Restrictions on Certain Actions. Without limiting Prior to the generality of Closing Date, the foregoingCompany shall not, and except as otherwise expressly provided in this Agreement, prior to the Closing, Sellers shall notnot permit any Subsidiary, without the prior written consent of Buyer: , to: (a) assign, transfer, grant, create, incur, guarantee, incur or assume any liability or obligation in respect of the Business, except current liabilities incurred in the ordinary course of the Business, Lien that will not be discharged pursuant to the extent necessary to preserve and maintain the Business consistent with past practice; Plan; (b) mortgage except with respect to the Transferred Subsidiaries or pledge as otherwise specifically contemplated in this Agreement, sell, transfer or liquidate any assets unless such sale, transfer or liquidation is in the Ordinary Course of Business or is otherwise permitted under Section 6.4 of the Assets or create or suffer to exist any Encumbrance thereupon, other than those existing in connection with the Permitted Encumbrances; Credit Agreement; (c) amend its Organizational Documents; (d) (i) enter intosplit, adoptcombine or reclassify any shares of its capital stock or any other securities or equity equivalents; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock or any other securities or equity equivalents; (iii) repurchase, redeem or otherwise acquire any of its securities; (iv) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization; or (iv) repay intercompany Indebtedness owed to Affiliates except in payment of services rendered; (e) except as may be required by lawapplicable Laws or as permitted by subjection (j) amend below, enter into, adopt or make any material amendments to or terminate any collective bargaining agreement, bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, collective bargaining, severance, severance or other employee benefit agreement, trust, plan, fund, fund or other arrangement for the benefit or welfare of any employee of the Business; (ii) increase in any manner the compensation director, officer or fringe benefits of any employee of the Business other than in the ordinary course of business, consistent with prior practice; or (iii) pay to any employee of the Business any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof; (d) sell, lease, transfer, or otherwise dispose of, directly or indirectly, any of the Assets, other than in the ordinary course of the Business consistent with past practice; (e) make any capital expenditure or expenditures relating to the Business that are not in the ordinary course of business or that in the aggregate are in excess of $500,000; employee; (f) pay, discharge, or satisfy any claims, liabilities, or obligations relating fail to the Business (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), including without limitation any loans or other amounts payable to shareholders or affiliates, other than the payment, discharge, or satisfaction make capital expenditures in the ordinary course Ordinary Course of the Business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Latest Balance Sheet or incurred since the date thereof in the ordinary course of the Business consistent with past practice; Business; (g) enter into, or assume, amend, modify, cancel, waive, assign any rights or changeobligations under or otherwise change in any respect any Material Contract other than in the Ordinary Course of Business; (h) enter into any Contract with any Person (including an Affiliate), other than Contracts entered into in the Ordinary Course of Business, involving more than $50,000 per Contract or series of related Contracts; (i) change accounting principles or practices used by it, except for any lease, contract, agreement, commitment, arrangementchange required by U.S. GAAP, or transaction relating to write-down the Businessvalue of any assets, revalue any asset or write-off as uncollectible any receivables except in the ordinary course Ordinary Course of the Business consistent with past practice; (h) delay payment of any account payable or other liability of Sellers relating to the Business beyond its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (i) allow the levels of raw materials, work-in-process, finished goods, supplies, and other materials included in the inventory of the Business to vary in any material respect from the levels customarily maintained as required by Sellers in the ordinary course of the Business consistent with past practice; U.S. GAAP; (j) permit increase any compensation (including salary, bonuses, benefits and other forms of current insurance and deferred compensation) payable to any officer, director or reinsurance policies employee or group of officers, directors or employees, other than (A) annual salary increases or bonuses made in the Ordinary Course of Business, but in no event greater than 5% over the prior year’s salary and bonus for any one individual or (B) increases in compensation of any employee reasonably determined by the Company as necessary for the continued and unimpaired operation of the Nitrogen Business; provided, however, that the aggregate increases in employee compensation pursuant to be cancelled or terminated (B) shall not exceed $100,000 in the aggregate; or (k) settle any matter whereby the Company or any of its Subsidiaries will be required to pay consideration in any form in excess of $100,000 over any insurance proceeds received by or due to the coverages thereunder to lapse if such policy covers Assets Company or insures risks, contingencies, or liabilities of the Business, unless simultaneously with such cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the coverage cancelled, terminated, or lapsed are in full force and effect and written copies thereof have been provided to Triangle or Buyer; (k) authorize, declare, pay, or effect any dividend or liquidating or other distribution in respect of its capital stock (other than in cash for (i) payment of tax liabilities for tax periods ending prior Subsidiaries with respect to the Closing resulting from the subchapter S corporation status of a Seller) or (ii) payment of any obligations under any shareholder agreements or any direct or indirect redemption, purchase, or other acquisition of any of such stock (other than under any shareholder agreements); (l) deliberately take any action that would make any of the representations or warranties of any Seller contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any of the conditions set forth in this Agreement not being satisfied; (m) enter into or amend any contract, agreement, or other commitment that would have a Material Adverse Effect; or (n) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section 5.2. ARTICLEmatter.

Restrictions on Certain Actions. Without limiting the ------------------------------- generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing, Sellers Company shall not, without the prior written consent of Buyer: Buyer (awhich consent will not be unreasonably withheld): (i) make any Material change in the ongoing operations of Company's Business; (ii) except in the ordinary course of business consistent with past practice with respect to the purchase of inventory (including raw materials), create, incur, guarantee, or assume any liability or obligation Indebtedness for borrowed money in respect of the Company's Business, except current liabilities incurred in the ordinary course of the Business, to the extent necessary to preserve and maintain the Business consistent with past practice; ; (biii) mortgage or pledge any of the Assets its assets or create or suffer to exist any Encumbrance thereupon, other than those existing in connection with the Permitted Encumbrances; ; (c) (ia) enter into, adopt, or (except as may be required by lawApplicable Law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, stock purchase, pension, retirement, deferred compensation, employment, collective bargaining, severance, or other employee benefit agreementEmployee Benefit Plan, trust, plan, fund, or other arrangement for the benefit or welfare of any employee of Company's Business; (b) except for normal increases in the Business; (ii) ordinary course of business consistent with past practice that, in the aggregate, do not result in a Material increase in benefits or compensation expense to Company, increase in any manner the compensation or fringe benefits of any employee of the Business other than in the ordinary course of business, consistent with prior practiceCompany's Business; or (iiic) pay to any employee of the Business Company any benefit not required by any employee benefit agreementEmployee Benefit Plan, trust, plan, fund, or other arrangement as in effect on the date hereof; (d) pay any bonus to any employee of Company except for bonuses paid in the ordinary course of business and consistent with past practice; (e) declare, set aside or pay any dividend or distribution with respect to its common stock, or redeem, repurchase, or otherwise acquire any of its common stock; or (f) offer, sell, issue or commit to issue any of Company's common stock or any options, warranties, rights or other securities convertible into or having a right to acquire any of same. (v) sell, lease, transfer, or otherwise dispose of, directly or indirectly, any of the Assetsits assets, other than inventory and unusable equipment sold in the ordinary course of the Business business consistent with past practice; ; (evi) make any capital expenditure or expenditures relating to the Company's Business that are not in the ordinary course of business or that in the aggregate are which is in excess of $500,000; 50,000.00 as to any one item or $100,000.00 in the aggregate; (fvii) pay, discharge, or satisfy any claims, liabilities, or obligations relating to the Company's Business (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), including without limitation any loans or other amounts payable to shareholders or affiliates, other than the payment, discharge, or satisfaction in the ordinary course of the Business business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Latest Balance Sheet Financial Statements or incurred since the date thereof latest of the Financial Statements delivered to Buyer in the ordinary course of the Business business consistent with past practice; ; (gviii) enter into, or amend, modify, or change, into any lease, contractContract, agreement, commitment, arrangement, or transaction relating to the Company's Business, except in the ordinary course of the Business business consistent with past practice; ; (hix) delay payment of amend, modify, or change any account payable existing lease, Contract, or other liability of Sellers agreement relating to the Business beyond its due date or the date when such liability would have been paid Company's Business, other than in the ordinary course of the Business business consistent with past practice; ; (ix) waive, release, grant, or transfer any rights of value relating to Company's Business, other than in the ordinary course of business consistent with past practice; (xi) allow the levels of raw materials, work-in-processprogress, finished goods, supplies, and other materials included in the inventory of the Company's Business to vary in any material Material respect from the levels customarily maintained by Sellers Company in the ordinary course of the Business business consistent with past practice; ; (jxii) permit any current insurance or reinsurance policies policy to be cancelled or terminated or any of the coverages thereunder to lapse if such policy covers Assets assets or insures risks, contingencies, or liabilities of the Company's Business, unless simultaneously with such cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the coverage cancelled, terminated, or lapsed are in full force and effect and written copies thereof have been provided to Triangle or Buyer; Company; (kxiii) authorize, declare, pay, or effect any dividend or liquidating or other distribution in respect of its capital stock (other than in cash for (i) payment of tax liabilities for tax periods ending prior to the Closing resulting from the subchapter S corporation status of a Seller) or (ii) payment of any obligations under any shareholder agreements or any direct or indirect redemption, purchase, or other acquisition of any of such stock (other than under any shareholder agreements); (l) deliberately take any action that would make change any of the representations accounting principles or warranties practices used by it relating to Company's Business, except for any change required by reason of any Seller contained a concurrent change in this Agreement untrue or inaccurate as GAAP and notice of any time from which is given in writing by the date of this Agreement Company to the Closing or would or might result Buyer; or (xiv) engage in any transactions not contemplated by this Agreement, incur any Material liabilities or incur any obligations except those in connection with its performance of the conditions set forth in this Agreement not being satisfiedtransactions provided for herein; or (mxv) enter into any Contract to acquire all or amend substantially all of the assets or properties of any contract, agreement, other Person or acquire all or substantially all of the securities of any other commitment that would have a Material Adverse EffectPerson; or (xvi) effect any change in the Articles of Incorporation or Bylaws of Company; or (nxvii) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section 5.2. ARTICLESection.