Covenants of Target Sample Clauses
The "Covenants of Target" clause sets out specific obligations and commitments that the target company must adhere to during a defined period, typically between the signing and closing of a transaction. These covenants often require the target to operate its business in the ordinary course, refrain from taking certain actions without the buyer's consent, or maintain key assets and relationships. By imposing these requirements, the clause helps ensure that the target's value and condition remain stable and predictable, thereby protecting the buyer from adverse changes before the deal is finalized.
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Covenants of Target. TARGET covenants and agrees that, during the period from the date of this Agreement until the Closing Date, TARGET shall conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of SUB and PARENT:
(i) shall not amend its Certificate of Incorporation or Bylaws;
(ii) shall not pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course of business or as otherwise provided in any contracts or agreements with any such employees;
(iii) shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity;
(iv) shall not sell, transfer, or otherwise dispose of any assets required for the operations of TARGET’s business except in the ordinary course of business consistent with past practices;
(v) shall not create, incur, assume, or guarantee any indebtedness for money borrowed except in the ordinary course of business, or create or suffer to exist any mortgage, lien or other encumbrance on any of its assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided by SUB and PARENT and/or any of their affiliates;
(vi) shall not make any capital expenditure or series of capital expenditures except in the ordinary course of business, with the exception of the acquisition referred to in Section 4.01(iii) hereof;
(vii) shall not declare or pay any dividends on or make any distribution of any kind with respect to the TARGET Common Stock;
(viii) shall maintain its facilities, assets and properties in reasonable repair, order and condition, reasonable wear and tear excepted, and to notify SUB and PARENT immediately in the event of any material loss or damage to any of TARGET’s material assets;
(ix) shall maintain in full force and effect all present insurance coverage of the types and in the amounts as are in effect as of the date of this Agreement;
(x) shall seek to preserve the present employees, reputation and business organization of TARGET and TARGET’s relationship with its clients and others having business dealings with it;
(xi) shall not issue any additional TARGET Common Stock or take any action affecting the capitalization of TARGET;
(xii) shall use commercially reasonable ...
Covenants of Target. Except as otherwise consented to in writing by Acquiror after the date of this Agreement, Target covenants to and agrees with Acquiror and Merger Sub as follows:
Covenants of Target. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement and the Bank Merger Agreement, or with the prior written consent of WAL, Target and each Target Subsidiary shall carry on their respective businesses in the ordinary course consistent with past practices and consistent with prudent banking practices. Target will use its reasonable best efforts to (x) preserve its business organization and that of each Target Subsidiary intact, (y) keep available to itself and WAL the present services of the employees of Target and each Target Subsidiary and (z) preserve for itself and WAL the goodwill of the customers of Target and each Target Subsidiary and others with whom business relationships exist. Without limiting the generality of the foregoing, and except as set forth in Section 5.1 of the Target Disclosure Schedule or as otherwise expressly provided in this Agreement or consented to by WAL in writing (which consent, with respect to clauses (e), (f), (j), (k), (n), (o), (p), (q),(r), (t), (w), (x), (z) or, to the extent an agreement or commitment to take any action relates to any of the foregoing clauses, (a)(a) below, shall not be unreasonably withheld, conditioned or delayed), Target shall not, and shall not permit any Target Subsidiary to:
(a) declare or pay any dividends on, or make other distributions in respect of, any of its capital stock;
(b) (i) split, combine or reclassify any shares of its capital stock or issue, authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock except upon the exercise or fulfillment of rights or options issued or existing pursuant to the Target Stock Plan in accordance with their present terms, all to the extent outstanding and in existence on the date of this Agreement or (ii) repurchase, redeem or otherwise acquire, any shares of the capital stock of Target or any Target Subsidiary, or any securities convertible into or exercisable for any shares of the capital stock of Target or any Target Subsidiary;
(c) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of the foregoing, other than the issuance of Target Common Stock ...
Covenants of Target. Covenants of SUB and PARENT
Covenants of Target. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9 (such period being hereinafter referred to as the “Interim Period”), unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld or delayed), and except as otherwise expressly contemplated herein, Target shall, and shall cause each of the Target Entities to: (a) operate its business only in the ordinary course; (b) use its commercially reasonable efforts to preserve intact its business organization and material Assets, intellectual property and franchises; and (c) notify Buyer promptly after receipt of any material communication between Target and any Regulatory Authority. Except as expressly permitted by this Agreement or as set forth below, none of the Target Entities, shall, during the Interim Period, directly or indirectly, do any of the following without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed):
(a) take any action which would reasonably be likely to: (A) materially adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby; (B) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; or (C) result in a change of the business operations of Target as operated on the date of this Agreement and as reflected in Target’s Financial Statements.
(b) distribute any Asset except as described on Schedule 6.1 of Target Disclosure Memorandum;
(c) amend the operating agreement, certificate of formation, certificate or articles of incorporation, bylaws or other governing instruments of any Target Entity;
(d) terminate or allow to lapse, or modify in any material respect, any insurance policy;
(e) adopt a plan of complete or partial liquidation with respect to Target or resolutions providing for or authorizing such a liquidation;
(f) amend or modify or agree to amend or modify the terms of any Target Material Contract;
(g) enter into any oral or written agreement or understanding, or contract creating any obligations or commitment with an Affiliate of Target or Target Members; or
(h) authorize any of, or commit or agree to take any of, the foregoing actions.
Covenants of Target. 28 Section 5.2
Covenants of Target. In addition to Target’s covenants found elsewhere in this Agreement, Target covenants and agrees that:
Covenants of Target. Target hereby covenants and agrees with the other Parties as follows:
Covenants of Target. 37 4.1. Information...........................................37 4.2. Regulatory Approvals..................................38 4.3. Conduct of Business...................................38 4.4. Meeting of Stockholders of Target; Document Preparation...........................................38 4.5. Consents..............................................39 4.6.
Covenants of Target. Target covenants and agrees with REA that until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with its terms, it will:
(a) not solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of applicable Laws, for securities or assets of Target, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. If Target, including any of its officers or directors, receives any form of offer or inquiry, Target will, within two (2) Business Days following receipt, notify REA of the offer or inquiry and provide REA with such details as it may request;
(b) make available and afford REA and its authorized representatives (and, if requested by ▇▇▇ and at REA’s cost, provide copies of) all contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licenses, orders, permits, books of account, accounting records, constating documents and all other documents and information relating to Target. Target will afford REA and its authorized representatives reasonable opportunity to have free and unrestricted access to Target’s assets, undertaking, records and documents, provided that REA shall take reasonable measures to not interfere with the day-to-day operations of Target or Powdermet, Inc. during such access. At the request of ▇▇▇, Target will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of Target’s business or to enable REA or its authorized representatives to ob...