Prohibited Transactions Prior to Closing Date Clause Samples

Prohibited Transactions Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of the Purchaser, prior to the Closing Date the Company shall not: (a) become a party to any agreement which, if it existed on the date hereof, would be required to be listed in the Schedules pursuant to Sections 3.10, 3.11, 3.12, 3.14, 3.15, 3.17 or 3.24; (b) do or permit to occur any of the things referred to in Section 3.9; (c) modify or terminate any of the Assumed Contracts; or (d) enter into any compromise or settlement of any Action relating to any of the Purchased Assets.
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Prohibited Transactions Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of Purchaser, Shareholder covenants and agrees that the Company shall not: (a) become a party to any agreement which, if it existed on the date hereof, would be required to be listed in any Exhibit hereto; (b) do or allow to be done, any of the things listed in Section 2.11; (c) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to it or its properties or business, except settlements made by insurers which do not in any single case involve a contribution by the Company; (d) make any change in its Articles of Incorporation or Bylaws; (e) invest in other than (i) deposits, accounts or certificates of deposit in an institution whose accounts are insured by the FDIC; (ii) commercial paper of companies rated “A” or better by Standard & Poors Company or “P-1” or better by M▇▇▇▇’▇ Investors Services, Inc. or (iii) obligations of the United States government or any agency thereof, all of which investments must mature within 12 months after the date on which made; (f) make any change in its Authorized Stock; (g) issue any shares of its Authorized Stock, securities convertible into its Authorized Stock, or any long term debt securities; (h) issue or grant any options, warrants, or other rights to purchase shares of its Authorized Stock; (i) declare or pay any dividends or other distributions on any shares of outstanding Stock; (j) enter into or amend any employment, pension, retirement, stock option, profit sharing, deferred compensation, consultant, bonus, group insurance, or similar plan in respect of its directors, officers, or other employees, or increase the current level of contributions to any such plan now in effect; (k) take any action materially and adversely affecting this Agreement or the transactions contemplated hereby or the financial condition (present or prospective), businesses, properties, or operations of the Company; (l) acquire, consolidate or merge with any other company, corporation or association, or acquire, other than in the ordinary course of business, any assets of any other company, corporation or association; (m) Mortgage, pledge, or subject to a lien or any other encumbrance, any of its assets, dispose of any of its assets or incur or cancel any debts or claims.
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Prohibited Transactions Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of Sub or Sleepmaster, prior to the Closing Date, PBBC shall not become a party to any agreement which, if it existed on the date of this Agreement, would be required to be 55 listed in the Disclosure Schedules, unless PBBC enters into such agreement in the Ordinary Course of Business; provided, that nothing in this Section shall relieve PBBC of its obligations under Section 11.7 to provide an Update Notice (as defined in such Section) or to modify any of the Disclosure Schedules to this Agreement with respect to any agreement referred to above in this Section.
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Related to Prohibited Transactions Prior to Closing Date

  • Prohibited Transactions Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

  • Reportable Transactions Neither Company nor any of its Subsidiaries has been a party to, or a material advisor with respect to, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b).

  • Plan Assets; Prohibited Transactions The Borrower is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

  • No Prohibited Transactions None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.

  • Prohibited Transactions and Activities None of the Depositor, the Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any REMIC created hereunder after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any of any REMIC Regular Interest created hereunder as a REMIC or (b) cause any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.