Operational Covenants. Unless Parent otherwise consents in writing (which consent may not be unreasonably withheld, delayed or conditioned) and except as otherwise contemplated or permitted by this Agreement, prior to the Closing the Company Group shall use reasonable best efforts to operate its businesses in the ordinary course of business; provided that, nothing contained in this Agreement shall: (x) give Parent, directly or indirectly, the right to control or direct in any manner the operations of the Company Group; (y) prohibit or restrict the Company Group’s ability to make withdrawals or borrow funds under any current credit facility; or (z) restrict the ability of the Company Group to declare and pay any cash dividends which is payable prior to the Adjustment Time, or pay (or make provision for payment in respect of) any outstanding fees, costs, expenses, debts or other liabilities of the Company Group, in each case, prior to the Closing. In furtherance of the foregoing, other than in the ordinary course of business and except as set forth on Schedule 6.1 or the extent contemplated or required by this Agreement, prior to the Closing, PCP and the Company Group will not without the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed): (i) issue or sell any debt for borrowed money, Common Shares, or Units, or options or warrants therefor; (ii) declare or pay any dividend that will be payable after the Adjustment Time; (iii) split, combine, subdivide or reclassify or redeem any Common Shares or Units; (iv) make any material change to the LLC Agreement, the Members Agreement, or any governing documents of any Company Subsidiary; (v) implement any facility closings or reductions in force that could implicate WARN; (vi) adopt a plan of complete or partial liquidation or dissolution; (vii) except as required by applicable law: amend any Tax Return; settle or compromise any material Tax liability; change or revoke any material Tax election or change any method of Tax accounting; enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local, or foreign law); or consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect to Taxes; (viii) make any material change to any accounting methods, except as required by changes in GAAP or applicable law or as recommended by the Company Group’s independent accountants; (ix) grant any material mortgage or material lien (other than Permitted Liens) on any material asset of PCP or the Company Group; (x) purchase, sell or otherwise dispose of, or enter into any agreement or other arrangement for the purchase, sale, or other disposition of, any properties or assets, including any Proprietary Rights, involving the payment or receipt of more than $100,000; (xi) sell, offer for sale, license, permit to expire or lapse, or otherwise dispose of, or enter into any agreement or other arrangement for the sale, license or other disposition of, any material Proprietary Rights; (xii) make any material change in the compensation payable or to become payable to any Key Employee other than normal merit increases to employees in accordance with its historical practices, or enter into any bonus arrangements with any such Key Employees unless such amount is included in Transaction Expenses or establish or create any employment, deferred compensation or severance arrangement with any of the foregoing (other than as directed by Parent); or (xiii) agree to do or commit any of the foregoing.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Total System Services Inc)
Operational Covenants. Unless Parent otherwise consents in writing (which consent may not be unreasonably withheldSubject to Section 9.12(b)(iii) hereof, delayed or conditioned) and except as otherwise contemplated or permitted by this Agreement, prior to the Closing the Company Group shall use reasonable best efforts to operate its businesses in the ordinary course of business; provided that, nothing contained in this Agreement shall: (x) give Parent, directly or indirectly, the right to control or direct in any manner the operations without a vote of the Company Group; (y) prohibit or restrict the Company Group’s ability to make withdrawals or borrow funds under any current credit facility; or (z) restrict the ability majority of the Company Group to declare and pay any cash dividends which is payable prior to the Adjustment Time, or pay (or make provision for payment in respect of) any outstanding fees, costs, expenses, debts or other liabilities holders of the Company GroupSeries C Preferred Shares then outstanding, in each case, prior to the Closing. In furtherance of the foregoing, other than in the ordinary course of business and except as set forth on Schedule 6.1 or the extent contemplated or required by this Agreement, prior to the Closing, PCP and the Company Group will not without the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed):Buyer shall not:
(ia) authorize, issue or sell any debt for borrowed money, Common Shares, or Units, or options or warrants therefor;
(ii) declare or pay any dividend that will be payable after the Adjustment Time;
(iii) split, combine, subdivide or reclassify or redeem any Common Shares or Units;
(iv) make any material change to the LLC Agreement, the Members Agreement, or any governing documents of any Company Subsidiary;
(v) implement any facility closings or reductions in force that could implicate WARN;
(vi) adopt a plan of complete or partial liquidation or dissolution;
(vii) except as required by applicable law: amend any Tax Return; settle or compromise any material Tax liability; change or revoke any material Tax election or change any method of Tax accounting; enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local, or foreign law); or consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect to Taxes;
(viii) make any material change to any accounting methods, except as required by changes in GAAP or applicable law or as recommended by the Company Group’s independent accountants;
(ix) grant any material mortgage or material lien (other than Permitted Liens) on any material asset of PCP or the Company Group;
(x) purchase, sell or otherwise dispose of, or enter into any agreement providing for the issuance (contingent or otherwise) of (i) any capital stock or other arrangement equity securities (or any debt or securities convertible into or exchangeable for the purchase, sale, any capital stock or other disposition of, any properties equity securities) which are senior to or assets, including any Proprietary Rights, involving on a parity with the Series C Preferred Shares with respect to the payment of dividends, redemption or receipt distributions upon liquidation or otherwise or (ii) any additional shares of more than $100,000Series C Preferred Shares;
(xib) sell, offer for sale, license, permit to expire or lapsebecome subject to, or otherwise dispose permit any of its Subsidiaries to become subject to, (including, without limitation, by way of amendment to or modification of, or enter into ) any agreement or other arrangement for instrument which by its terms would restrict or impair the saleCompany's right to perform the provisions of the Certificate of Designation (including, license without limitation, provisions relating to the declaration and payment of dividends on, and the making of repurchases pursuant to the Put Option or other disposition Call Option (as defined in the Certificate of Designation) of, the Series C Preferred Shares), provided, however, that Buyer may enter any material Proprietary RightsSenior Debt (as defined in the Certificate of Designation) agreement or instrument if prior thereto Buyer shall have used its best efforts to limit or eliminate any such restrictions in such Senior Debt agreement or instrument, and such efforts were unable to implement such limitation or restriction;
(xiic) make redeem any material change shares of Series A Preferred Stock then outstanding unless Buyer makes an Offer to Purchase the Series C Preferred Shares on a pari passu basis with redemption of such shares of Series A Preferred Stock and Series C Preferred Shares in proportion to the total amount outstanding (stated value plus accrued dividends) of each such series;
(d) redeem, purchase or otherwise acquire directly or indirectly (including through a Subsidiary) any Junior Stock (as defined in the compensation payable or to become payable to any Key Employee Certificate of Designation) (other than normal merit increases to (i) repurchases of not more than 5% of Buyer Common Stock from present or former employees or consultants of Buyer or its Subsidiaries upon termination of employment or consultancy in accordance with its historical practicesarrangements approved by Buyer's Board of Directors or (ii) open market purchases of Buyer Common Stock, or enter into any bonus arrangements in accordance with any applicable securities laws and with the terms of existing Senior Debt (as defined in the Certificate of Designation) agreements, but only to the extent that, after giving effect to such Key Employees unless such amount is included open market purchases, in Transaction Expenses or establish or create any employmentmanagement's good faith judgment based on projected operating results, deferred compensation or severance arrangement with any Buyer would be able to pay cash dividends to Sellers as provided under Section 2(B) of the foregoing (other than as directed by ParentCertificate of Designation, provided, that Buyer shall not be entitled to make such open market purchases during any period in which there are cash dividends in arrears under the Certificate of Designation); or
(xiiie) consummate, or agree to do consummate, any Change in Ownership or commit any Fundamental Change (each as defined in the Certificate of Designation), unless in connection therewith or as a condition to the foregoingconsummation thereof, the Company repurchases all Series C Preferred Shares then outstanding in cash at a price per share equal to the Stated Value (as defined in the Certificate of Designation) thereof plus all accrued and unpaid dividends thereon.
Appears in 1 contract
Sources: Merger Agreement (Mothers Work Inc)
Operational Covenants. Unless Without limiting the generality of the foregoing, except in each case (i) as expressly set forth in Schedule 5.02 of the Company Disclosure Schedule, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) as required by Law or (iv) as consented to by Parent otherwise consents in writing (which consent may shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company agrees that during the Pre-Effective Date Period, the Company shall and shall cause each of the Company’s Subsidiaries to: (a) not split, consolidate or reclassify any of the outstanding securities of the Company or any of its Subsidiaries nor undertake any other capital reorganization, nor declare, set aside or pay any dividends on, reduce capital or make any other distributions on or in respect of the outstanding securities of the Company or any of its Subsidiaries other than quarterly cash dividends or distributions on the Common Shares or DSUs in accordance with the Company’s past practice and dividend policy, or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiary; (b) not amend or modify the articles of incorporation or by-laws or other organizational documents of the Company or any of its Subsidiaries, as the case may be, the terms of any of the outstanding securities (or rights to acquire them), or any outstanding indebtedness and credit facilities of the Company or any of its Subsidiaries; (c) subject to (i) below, not issue any securities (other than the issuance of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Schedule; (d) subject to (g) below and except as otherwise contemplated for the Transactions, not enter into, adopt or permitted by this Agreementconsummate any liquidation, prior to the Closing dissolution, merger, amalgamation, arrangement, consolidation or reorganization of the Company Group shall use reasonable best efforts or any of its Subsidiaries; (e) subject to operate its businesses applicable Laws, (i) not enter into, terminate, amend, or waive any material term of any material Contract other than in the ordinary course of business; provided that, nothing contained in this Agreement shall: (xii) give Parent, directly not enter into or indirectly, extend the right term or scope of any Contract that purports to control or direct in any manner the operations of the Company Group; (y) prohibit or restrict the Company Group’s ability or any of its Subsidiaries or Affiliates, from engaging in any line of business or in any geographic area, and (iii) not enter into any material Contract that would be breached by, or require the consent of any third party in order to make withdrawals or borrow funds under any current credit facility; or (z) restrict continue in full force following, the ability consummation of the Transactions; provided that the Company Group to declare and pay any cash dividends which is payable shall advise Parent prior to the Adjustment Timeentering into, amending, terminating or waiving any material term of any Significant Metal Supply Agreement or Significant Customer Contract; (f) not enter into, adopt, amend, vary, modify or take any other action with respect to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, trust, fund, or pay (arrangement for the benefit or make provision for payment in respect of) welfare of any outstanding feesemployee, costs, expenses, debts or other liabilities of the Company Groupexcept, in each case, (i) for any increases in the compensation or benefits (A) in the ordinary course of business and consistent with past practice, (B) in accordance with annual merit salary or bonus increases, or (C) as required by Contract (provided that in the case of the Company’s directors and executive officers, such Contracts are set forth on Schedule 5.10 of the Company Disclosure Schedule), or (ii) for any new hires where annual base salary does not exceed $350,000, with respect to employees located in North America, or $400,000, with respect to employees located outside of North America; (g) subject to Section 5.04, not sell, lease, encumber or otherwise dispose of any capital assets or group of related capital assets other than obsolete equipment (through one or more related or unrelated transactions) having a value in excess of $20,000,000 in the aggregate for all such transactions; (h) other than borrowings under existing lines of credit and revolving credit facilities in the ordinary course of business (or any refinancing of such existing lines not to exceed their current limits) or indebtedness owing to, or guarantees of indebtedness owing to, the Company or any Subsidiary, not incur or commit to incur any indebtedness for borrowed money or issue any debt securities, incur or commit to incur, or guarantee, endorse or otherwise become responsible for any other material liability, obligation or indemnity or the obligations of any -29- other Person or other business organization, or make any loans or advances except to the Company or wholly-owned Subsidiaries; (i) not grant or amend the terms of any Options, SARs, DSUs, PSUs, SPAUs or similar incentives except, in each case, as specifically required by Contracts set forth on Schedule 3.03 of the Company Disclosure Schedule; (j) except in the ordinary course of business and consistent with past practice, not waive, release, assign, settle or compromise any material claims, litigation or arbitration or other material legal rights, not satisfy any material liabilities substantially prior to the Closing. In furtherance same being due, and other than in the ordinary course of business, not enter into any interest rate, currency or commodity swaps, ▇▇▇▇▇▇, or similar financial instruments; (k) not incur, or commit to, capital expenditures: (i) other than capital expenditures contemplated by the Company’s budget or capital plan for 2007, or (ii) otherwise not in excess of $35,000,000 in the aggregate (provided that the Company shall advise Parent in advance of incurring or committing to any capital expenditures in excess of $15,000,000 in the aggregate); (l) not make any changes to existing accounting policies unless required by U.S. GAAP, or as recommended by the Company’s independently registered public accountants, or pursuant to written instructions, comments or orders from the SEC, the OSC or any applicable securities regulatory authority of the foregoingother provinces and territories of Canada; (m) subject to Section 5.04, not acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any Person or other business organization or division other than (i) acquisitions for consideration that is individually not in excess of $5,000,000, or in the aggregate, not in excess of $10,000,000 and (ii) capital expenditures to the extent otherwise permitted by this Agreement; (n) not make, rescind or change any material election with respect to Taxes or file any material amended Tax Return, settle any material Tax claim or dispute or waive or extend the statute of limitations relating to any Taxes of the Company or any Subsidiary, or other than in the ordinary course of business and except as set forth on Schedule 6.1 or the extent contemplated or required by this Agreementconsistent with past practice, prior to the Closing, PCP and the Company Group will not without the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed):
(i) issue or sell any debt for borrowed money, Common Shares, or Units, or options or warrants therefor;
(ii) declare or pay any dividend that will be payable after the Adjustment Time;
(iii) split, combine, subdivide or reclassify or redeem any Common Shares or Units;
(iv) make any material change to the LLC Agreement, the Members Agreement, or any governing documents of any Company Subsidiary;
(v) implement any facility closings or reductions in force that could implicate WARN;
(vi) adopt a plan of complete or partial liquidation or dissolution;
(vii) except as required by applicable law: amend any Tax Return; settle or compromise any material Tax liability; change or revoke any material Tax election or change any method of Tax accounting; enter into any “closing agreement” as described agreement regarding Taxes, surrender any right to claim a material tax refund or amend any of its transfer pricing policies; (o) not amend the Rights Plan or adopt, approve or implement any other shareholder rights plan or similar poison pill arrangement, other than in Section 7121 connection with a Superior Proposal; (p) not take any materially adverse employment actions outside the ordinary course of the Code (or any similar provision of statebusiness, localincluding mass redundancies, or foreign law); or consent to any extension or waiver of the limitations period applicable to any claim or assessment and including with respect to Taxes;
(viii) make any material change to any accounting methodsthe employees of the Company and its Subsidiaries employed in Europe, except as required by changes in GAAP consultation with the applicable works councils of the European Community member nations, the European works council, and the United Kingdom works council; or applicable law or as recommended by the Company Group’s independent accountants;
(ixq) grant any material mortgage or material lien (other than Permitted Liens) on any material asset of PCP or the Company Group;
(x) purchase, sell or otherwise dispose of, not authorize or enter into any agreement or other arrangement for commitment to do any of the purchase, sale, or other disposition of, any properties or assets, including any Proprietary Rights, involving the payment or receipt of more than $100,000;
(xi) sell, offer for sale, license, permit to expire or lapse, or otherwise dispose of, or enter into any agreement or other arrangement for the sale, license or other disposition of, any material Proprietary Rights;
(xii) make any material change in the compensation payable or to become payable to any Key Employee other than normal merit increases to employees in accordance with its historical practices, or enter into any bonus arrangements with any such Key Employees unless such amount is included in Transaction Expenses or establish or create any employment, deferred compensation or severance arrangement with things prohibited by any of the foregoing (other than as directed by Parent); or
(xiii) agree to do or commit any of the foregoingsubparagraphs.
Appears in 1 contract
Sources: Arrangement Agreement
Operational Covenants. Unless Without limiting the generality of the foregoing, except in each case (i) as expressly set forth in Schedule 5.02 of the Company Disclosure Schedule, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) as required by Law or (iv) as consented to by Parent otherwise consents in writing (which consent may shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company agrees that during the Pre-Effective Date Period, the Company shall and shall cause each of the Company’s Subsidiaries to:
(a) not split, consolidate or reclassify any of the outstanding securities of the Company or any of its Subsidiaries nor undertake any other capital reorganization, nor declare, set aside or pay any dividends on, reduce capital or make any other distributions on or in respect of the outstanding securities of the Company or any of its Subsidiaries other than quarterly cash dividends or distributions on the Common Shares or DSUs in accordance with the Company’s past practice and dividend policy, or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiary;
(b) not amend or modify the articles of incorporation or by-laws or other organizational documents of the Company or any of its Subsidiaries, as the case may be, the terms of any of the outstanding securities (or rights to acquire them), or any outstanding indebtedness and credit facilities of the Company or any of its Subsidiaries;
(c) subject to (i) below, not issue any securities (other than the issuance of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Schedule;
(d) subject to (g) below and except as otherwise contemplated for the Transactions, not enter into, adopt or permitted by this Agreementconsummate any liquidation, prior to the Closing dissolution, merger, amalgamation, arrangement, consolidation or reorganization of the Company Group shall use reasonable best efforts or any of its Subsidiaries;
(e) subject to operate its businesses applicable Laws, (i) not enter into, terminate, amend, or waive any material term of any material Contract other than in the ordinary course of business; provided that, nothing contained in this Agreement shall: (xii) give Parent, directly not enter into or indirectly, extend the right term or scope of any Contract that purports to control or direct in any manner the operations of the Company Group; (y) prohibit or restrict the Company Group’s ability or any of its Subsidiaries or Affiliates, from engaging in any line of business or in any geographic area, and (iii) not enter into any material Contract that would be breached by, or require the consent of any third party in order to make withdrawals or borrow funds under any current credit facility; or (z) restrict continue in full force following, the ability consummation of the Transactions; provided that the Company Group to declare and pay any cash dividends which is payable shall advise Parent prior to the Adjustment Timeentering into, amending, terminating or waiving any material term of any Significant Metal Supply Agreement or Significant Customer Contract;
(f) not enter into, adopt, amend, vary, modify or take any other action with respect to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, trust, fund, or pay (arrangement for the benefit or make provision for payment in respect of) welfare of any outstanding feesemployee, costs, expenses, debts or other liabilities of the Company Groupexcept, in each case, (i) for any increases in the compensation or benefits (A) in the ordinary course of business and consistent with past practice, (B) in accordance with annual merit salary or bonus increases, or (C) as required by Contract (provided that in the case of the Company’s directors and executive officers, such Contracts are set forth on Schedule 5.10 of the Company Disclosure Schedule), or (ii) for any new hires where annual base salary does not exceed $350,000, with respect to employees located in North America, or $400,000, with respect to employees located outside of North America;
(g) subject to Section 5.04, not sell, lease, encumber or otherwise dispose of any capital assets or group of related capital assets other than obsolete equipment (through one or more related or unrelated transactions) having a value in excess of $20,000,000 in the aggregate for all such transactions;
(h) other than borrowings under existing lines of credit and revolving credit facilities in the ordinary course of business (or any refinancing of such existing lines not to exceed their current limits) or indebtedness owing to, or guarantees of indebtedness owing to, the Company or any Subsidiary, not incur or commit to incur any indebtedness for borrowed money or issue any debt securities, incur or commit to incur, or guarantee, endorse or otherwise become responsible for any other material liability, obligation or indemnity or the obligations of any other Person or other business organization, or make any loans or advances except to the Company or wholly-owned Subsidiaries;
(i) not grant or amend the terms of any Options, SARs, DSUs, PSUs, SPAUs or similar incentives except, in each case, as specifically required by Contracts set forth on Schedule 3.03 of the Company Disclosure Schedule;
(j) except in the ordinary course of business and consistent with past practice, not waive, release, assign, settle or compromise any material claims, litigation or arbitration or other material legal rights, not satisfy any material liabilities substantially prior to the Closing. In furtherance same being due, and other than in the ordinary course of business, not enter into any interest rate, currency or commodity swaps, h▇▇▇▇▇, or similar financial instruments;
(k) not incur, or commit to, capital expenditures: (i) other than capital expenditures contemplated by the Company’s budget or capital plan for 2007, or (ii) otherwise not in excess of $35,000,000 in the aggregate (provided that the Company shall advise Parent in advance of incurring or committing to any capital expenditures in excess of $15,000,000 in the aggregate);
(l) not make any changes to existing accounting policies unless required by U.S. GAAP, or as recommended by the Company’s independently registered public accountants, or pursuant to written instructions, comments or orders from the SEC, the OSC or any applicable securities regulatory authority of the foregoingother provinces and territories of Canada;
(m) subject to Section 5.04, not acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any Person or other business organization or division other than (i) acquisitions for consideration that is individually not in excess of $5,000,000, or in the aggregate, not in excess of $10,000,000 and (ii) capital expenditures to the extent otherwise permitted by this Agreement;
(n) not make, rescind or change any material election with respect to Taxes or file any material amended Tax Return, settle any material Tax claim or dispute or waive or extend the statute of limitations relating to any Taxes of the Company or any Subsidiary, or other than in the ordinary course of business and except as set forth on Schedule 6.1 consistent with past practice, enter into any closing agreement regarding Taxes, surrender any right to claim a material tax refund or the extent contemplated or required by this Agreement, prior to the Closing, PCP and the Company Group will not without the prior written consent amend any of Parent (which consent may not be unreasonably withheld, conditioned or delayed):
(i) issue or sell any debt for borrowed money, Common Shares, or Units, or options or warrants thereforits transfer pricing policies;
(iio) declare not amend the Rights Plan or pay adopt, approve or implement any dividend that will be payable after the Adjustment Timeother shareholder rights plan or similar poison pill arrangement, other than in connection with a Superior Proposal;
(iiip) splitnot take any materially adverse employment actions outside the ordinary course of business, combineincluding mass redundancies, subdivide or reclassify or redeem any Common Shares or Units;
(iv) make any material change to the LLC Agreement, the Members Agreement, or any governing documents of any Company Subsidiary;
(v) implement any facility closings or reductions in force that could implicate WARN;
(vi) adopt a plan of complete or partial liquidation or dissolution;
(vii) except as required by applicable law: amend any Tax Return; settle or compromise any material Tax liability; change or revoke any material Tax election or change any method of Tax accounting; enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local, or foreign law); or consent to any extension or waiver of the limitations period applicable to any claim or assessment and including with respect to Taxes;the employees of the Company and its Subsidiaries employed in Europe, except in consultation with the applicable works councils of the European Community member nations, the European works council, and the United Kingdom works council; or
(viiiq) make any material change to any accounting methods, except as required by changes in GAAP or applicable law or as recommended by the Company Group’s independent accountants;
(ix) grant any material mortgage or material lien (other than Permitted Liens) on any material asset of PCP or the Company Group;
(x) purchase, sell or otherwise dispose of, not authorize or enter into any agreement or other arrangement for commitment to do any of the purchase, sale, or other disposition of, any properties or assets, including any Proprietary Rights, involving the payment or receipt of more than $100,000;
(xi) sell, offer for sale, license, permit to expire or lapse, or otherwise dispose of, or enter into any agreement or other arrangement for the sale, license or other disposition of, any material Proprietary Rights;
(xii) make any material change in the compensation payable or to become payable to any Key Employee other than normal merit increases to employees in accordance with its historical practices, or enter into any bonus arrangements with any such Key Employees unless such amount is included in Transaction Expenses or establish or create any employment, deferred compensation or severance arrangement with things prohibited by any of the foregoing subparagraphs. In the event that the Company proposes to take an action not otherwise permitted by Section 5.02 of this Agreement, or proposes to decline to take an action otherwise required by Section 5.01 of this Agreement, the Company will request the consent of Parent to such action, or inaction, as the case may be, in accordance with the procedures set forth in the Company Disclosure Schedule (other than as directed by Parentthe “Consent Procedures”); or
(xiii) . Each of the Company and Parent agree to do or commit any of comply in good faith with the foregoingConsent Procedures.
Appears in 1 contract
Sources: Arrangement Agreement (Novelis Inc.)