Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7, without the prior written consent of Buyer (which, in the case of clause (vi) below, Buyer may grant or withhold in its sole discretion), and except to the extent specifically described on Schedule 5.4(a), neither Parent nor any Company shall, and Parent and the Companies shall cause their respective Affiliates not to:
(i) amend or modify any provision of the Governing Documents of any Company;
(ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business;
(iii) cause or permit any Company to make any acquisition of all or any material part of the assets, properties, capital stock or other Equity Interests or business of any other Person;
(iv) adopt a plan of liquidation, dissolution, merger, consolidation or other reorganization;
(v) other than Approved Capital Expenditures, cause or permit any Company to make any single capital expenditure or series of related capital expenditures in excess of $100,000 individually or in the aggregate;
(vi) without limiting clause (v) above, other than Approved New Theatre Development Expenses, cause or permit any Company to pay or incur any New Theatre Development Expense;
(vii) cause or permit any Company to incur any Indebtedness or guaranty the Indebtedness of any other Person, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date in the ordinary course of business consistent with past practice;
(viii) hire any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000;
(ix) implement any increase to the Compensation of any Business Employee, other than increases in Compensation implemented in the ordinary course of business, consistent with past practice;
(x) implement any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining ag...
Specific Prohibitions. The development fund will not be used for activities other than those provided for in the Work and Financial Plan approved by the JC under this Agreement. Specifically, the funds cannot be spent for:
(1) environmentally destructive activities, equipment, and goods; (2) arms and weapons; (3) activities that exploit children below 18 years old; (4) activities that exploit women; (5) anti-government activities and, (6) activities that go against legal beliefs, traditions, laws, and good morals.
Specific Prohibitions. No person covered by this Code, shall purchase or sell a security, except an Excepted Security, if there has been a determination to purchase or sell such security for the Fund or if such a purchase or sale is under consideration for the Fund, nor may such a person have any dealings in a security that he may not purchase or sell for any other account in which he has Beneficial Ownership, or disclose the information to anyone, until such purchase, sale or contemplated action has either been completed or abandoned.
Specific Prohibitions. The following specific prohibitions shall apply to the Settlement Agreement as follows:
Specific Prohibitions. 18.2.1 The Manager acknowledges that it would be a breach of its duties under the Agreement for the Manager or an Affiliate of the Manager to use Confidential Information obtained in the course of this engagement to enter into a trade or other transaction other than for the Company. Neither the Manager nor any of its Affiliates or their respective directors, officers, or employees shall use any Confidential Information except as expressly permitted in the Agreement. This restriction prohibits, without limitation, use of any Confidential Information for the benefit of the Manager or any of its Affiliates or their respective directors, officers, or employees (beyond the consideration to be paid to the Manager by the Company pursuant to the Agreement), for the benefit of any other Manager client, or to inform any financial transaction, render any advice or recommendation, or attempt to influence any market or transaction for the benefit of any individual or entity other than the Company.
18.2.2 The Manager shall not knowingly engage in any transaction that would require the Company’s consent pursuant to Section 206(3) of the Advisers Act and the rules and regulations promulgated thereunder unless such transaction is approved by the Company.
18.2.3 The Manager shall not knowingly purchase any asset for the Company from any account or portfolio for which the Manager or any of its Affiliates serves as investment adviser or knowingly sell any asset of the Company to any account portfolio for which the Manager or any such Affiliate serves as investment adviser unless such transaction is approved by the FRBNY.
18.2.4 The Manager acknowledges that it would be a breach of its duties to the Company for the Manager or an Affiliate of the Manager to engage in any transaction that would be inconsistent with the special conditions set forth in Exhibit A-2 related to exchange traded funds, and the Manager and its Affiliates shall comply with the special conditions as long as the Manager provides services with respect to the Facility.
Specific Prohibitions. A. Administrators and Supervisors
1) It is sexual harassment for an administrator or supervisor to use his or her authority to solicit sexual favors or attention from subordinates when the subordinate’s failure to submit will result in adverse treatment, or when the subordinate’s acquiescence will result in preferential treatment.
2) Administrators and supervisors who either engage in sexual harassment or tolerate such conduct by other employees shall be subject to sanctions, as described below.
Specific Prohibitions. For purposes of this Section 5.01, it shall not be considered in the ordinary course of business for NSB to do any of the following: (i) make any capital expenditure of $10,000 or more not disclosed in Section 5.01(b) of the NSB Disclosure Schedule without the prior written consent of First Star; (ii) make any sale, assignment, transfer, pledge, hypothecation or other disposition of any assets having a book or market value, whichever is greater, in the aggregate in excess of $25,000, other than pledges of assets to secure government deposits, sales of assets received in satisfaction of debts previously contracted in the normal course of business, issuance of loans, or transactions in the investment securities portfolio of NSB or repurchase agreements made, in each case, in the ordinary course of business or (iii) undertake or enter into any lease, contract or other commitment for its account involving a payment by NSB of more than $10,000 annually, or containing a material financial commitment and extending beyond six months from the date hereof, other than in the normal course of providing credit to customers as part of its banking business, and agreements for professional services incurred in connection with the transactions contemplated by this Agreement.
Specific Prohibitions. Tenant may NOT permit any part of the Property to be used for:
(a) any activity which is a nuisance, unsanitary, hazardous, toxic, offensive, unreasonably noisy, violent, lewd, immoral, dangerous, or related to illegal drugs;
(b) repair of any vehicle or the storage of any vehicle with an expired inspection sticker;
(c) any business except for computer-based activity that does not involve employees, associates, physical visits by customers, or staff parking;
(d) any activity which violates any zoning ordinance, homeowner’s association rule, or restrictive covenant;
(e) any illegal, unlawful, disreputable, or suspicious activity, including any activity (particularly nighttime activity) that is suggestive of the drug trade; or
(f) any activity that obstructs, interferes with, or infringes on the rights of neighbors and other persons near the Property, including but not limited to noisy, offensive, or disruptive late- night activities or persistent barking dogs.
(g) Unless otherwise authorized by this Lease, Tenant may not install or permit any of the following on the Property, even temporarily: a spa, hot tub, above-ground pool, trampoline, or any item which causes a suspension or cancellation of Landlord’s insurance coverage or an increase in Landlord’s insurance premiums.
Specific Prohibitions. No assignment or other disposition of any Company Interest of any Member may be made if such assignment or disposition, alone or when combined with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Code or under any other relevant section of the Code or any successor statute unless the Managers determine, in their sole discretion, that such termination of the Company within the meaning of Section 708 of the Code would not have a materially adverse effect on the Members or the Company. No assignment or other disposition of any Company Interest may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject to an effective registration under, or is exempt from the registration requirements of, the applicable state and federal securities laws, unless the Company waives in writing the requirement for an opinion of counsel. No Company Interest may be assigned or given to a Person who has been adjudged to be insane or incompetent.
Specific Prohibitions. For purposes of this Section 5.01, it shall not be considered in the ordinary course of business for Elberton to do any of the following: (i) make any capital expenditure of $25,000 or more not disclosed in Section 5.01(b) of the Elberton Disclosure Schedule without the prior written consent of Oconee, which consent shall not be unreasonably withheld, delayed or conditioned; (ii) make any sale, assignment, transfer, pledge, hypothecation or other disposition of any assets having a book or market value, whichever is greater, in the aggregate in excess of $25,000, other than pledges of assets to secure government deposits, sales of assets in the normal course of business or issuance of loans; (iii) make any transaction in securities or repurchase agreements, except investments made in the ordinary course of business and conforming to Elberton’s investment policy in effect on December 31, 2020; (iv) undertake or enter into any lease, contract or other commitment for its account involving payment of more than $25,000 annually, or containing a material financial commitment and extending beyond six months from the date hereof, other than in the normal course of providing credit to customers as part of its banking business, and agreements for professional services incurred in connection with the transactions contemplated by this Agreement; (v) invest in any investment securities other than United States government agencies with a term of one (1) year or less or federal funds; or (vi) originate or acquire any loans or extensions of credit in excess of $400,000, except for any lending commitments outstanding on the date hereof, and except that Oconee shall be deemed to have approved such loan or commitment if it does not object to Elberton within two business clays following Xxxxxx’s receipt of notice that Elberton intends to enter into such loan or commitment.
