Regular Course of Business. Except as otherwise specified in this Agreement, as from the date hereof and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations in accordance with the regular course of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld: (i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM; (ii) approve any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023; (iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, except as a result of the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may be; (iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person; (v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship; (vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein; (vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party; (viii) promote any change in its accounting policies and practices, except if required by Applicable Law; (ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers in the ordinary course of business, undertake any new obligation or responsibility or enter into new relevant agreements, involving Relevant Assets, including agreements for the purchase or sale of any Relevant Assets; (x) Lien any tangible or intangible asset, or offer them as collateral, except if so required due to guarantees relating to labor or tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period; (xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instruments, except for those entered into in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period; (xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person; (xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof; (xiv) donate or freely assign any asset, right, or any form of property, to any Person; (xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD; (xvi) engage in new lines of business; (xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement; (xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees; (xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or (xx) agree, promise or undertake to perform any of the acts described above.
Appears in 1 contract
Sources: Merger Agreement (EVERTEC, Inc.)
Regular Course of Business. Except as otherwise specified consented to in writing by Buyer or as expressly contemplated by this Agreement (including the Schedules attached hereto), prior to the Closing, Seller shall cause Waters to carry on its business in the ordinary course of business and in a manner consistent with past practices. Except as expressly contemplated by this Agreement, or as consented to in writing by Buyer, from the date hereof and until through the Closing, ▇▇▇▇▇▇ agrees to conduct its operations in accordance with the regular course of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia Seller shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheldpermit or cause Waters to:
(ia) call any shareholders’ meeting amend its Articles of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSMIncorporation or Bylaws;
(iib) approve issue, sell or deliver, agree to issue, sell or deliver, or authorize the issuance, sale or delivery of, any distribution shares of dividends, profits any class of its capital stock or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023;
(iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable for any such shares or convertible into sharessecurities in turn so exchangeable or convertible, options, or any warrants, calls, options or other rights calling for the issuance, sale or delivery of any such shares or convertible or exchangeable securities or redeem or call or commit for redemption, purchase rights or other acquisition any shares of its capital stock or other form of acquisition right relating securities;
(c) (i) borrow or agree to the shares issued by Sinqia borrow any funds or mortgage or pledge any of its Subsidiariesassets, except as a result tangible or intangible, (ii) voluntarily assume or guarantee the obligations of the Sinqia’s Stock Plans as provided in Section 2.4(ivany other person or incur any liability (fixed or contingent), as the case may be;
(iii) cancel or agree to cancel any debts or claims, (iv) approve lease, license, sell or effect the acquisition transfer any of its assets (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party;
(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;
(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers than inventory in the ordinary course of business), undertake properties or rights or (v) make, or permit any new obligation amendment or responsibility termination of, any contract, agreement, license or enter into new relevant agreements, involving Relevant Assets, including agreements for the purchase or sale of any Relevant Assetsother right to which it is a party;
(xd) Lien increase the compensation payable or to become payable to the Waters Employees or any tangible or intangible assetof Waters’ officers, directors, or offer them as collateral, except if so required due to guarantees relating to labor or tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xi) take out any loan, issue debt securitiesagents, enter into any type of financing agreement new arrangements for any severance or change the terms of existing financing agreements termination or debt instrumentsbonus pay with any such persons, except for those entered enter into in the ordinary course of Sinqia's business and that any employment contract not terminable at will with any employee or make any loan to or engage in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00)transaction with any officer or director of Seller or Waters, individually or in a series any employee of related transactions in a twelve (12) month periodSeller or any Waters Employee;
(xiie) guaranteeexcept as required by law, endorse enter into or otherwise become liable (whether directly, contingently or otherwise) for the obligations of make any Personmaterial change in any Employee Benefit Program;
(xiiif) enter intoacquire control or ownership of any other corporation, amendassociation, modify joint venture, partnership, business trust or in any way alter the terms other business entity, or acquire control or ownership of all or a material portion of the existing contracts entered assets of any of the foregoing, or merge, consolidate or otherwise combine with any other corporation or enter into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate any agreement providing for any of the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereofforegoing;
(xivg) donate declare or freely assign pay any assetdividend in kind or make any other distribution in kind to its shareholders, right, or any form of property, to any Personexcept the Planned Dividend;
(xvh) make any material alteration in the accounting principles or practices of Waters;
(i) make any capital expenditure or commitment for additions to property, plant or equipment;
(j) enter into any collective bargaining agreement lease of real property or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPDpersonal property;
(xvik) engage sell or transfer any interest in new lines or grant any other right to use or have access to any customer list of business;
(xvii) anticipate the vesting periods Waters or Proprietary Rights or any permits or licenses of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4Waters; or
(xx1) agreefail to maintain its business organization and goodwill intact or fail to use its best efforts to maintain its relationship with suppliers, promise or undertake to perform any of the acts described abovecustomers, creditors, employees and others having business relationships with it.
Appears in 1 contract
Regular Course of Business. Except The Company and each of the Subsidiaries shall operate the Business in substantially the same manner as otherwise specified presently conducted and only in this Agreement, as from the date hereof ordinary and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations usual course and substantially consistent with past practice and in accordance compliance with the regular course of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld:
(i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM;
all material Legal Requirements and (ii) approve any distribution of dividendsall material leases, profits or juros sobre capital própriocontracts, except for the payment of the JCP Sinqia 2023;
(iii) redeemcommitments and other agreements, repurchaseand all licenses, issue or sell any sharespermits and other instruments, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, except as a result operation of the Sinqia’s Stock Plans as provided in Section 2.4(iv)Business, as and will use reasonable efforts to preserve intact its present business organization and to keep available the case may be;
(iv) approve services of all employees, representatives and agents. The Company and each of the Subsidiaries shall use its reasonable efforts, consistent with past practices, to promote the Business and to maintain the goodwill and reputation associated with the Business, and shall not take or effect the acquisition (including by merger, merger of shares, acquisition of shares or assetsomit to take any action which causes, or in which is likely to cause, any material deterioration of the Business or the relationships of the Company and each of the Subsidiaries with its suppliers or customers. Without limiting the generality of the foregoing, (a) other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party;
(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;
(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers than in the ordinary course of business, undertake any new obligation the Company and each of the Subsidiaries shall maintain all of its equipment in the same condition and repair as such equipment is maintained as of the date hereof, ordinary wear and tear excepted; (b) the Company and each of the Subsidiaries shall not sell, transfer, pledge, lease or responsibility or enter into new relevant agreements, involving Relevant Assets, including agreements for the purchase or sale otherwise dispose of any Relevant material Assets;
; (xc) Lien the Company and each of the Subsidiaries shall not amend, terminate or waive any tangible material right in respect of the Assets or intangible assetthe Business, or offer them as collateraldo any act, except if so required due or omit to guarantees relating do any act, which will cause a breach of any contract, agreement, commitment or obligation by it; (d) the Company and each of the Subsidiaries shall not engage in any activities or transactions outside the ordinary course of business; (e) the Company and each of the Subsidiaries shall not declare or pay any dividend or make any other distribution or payment of any kind in cash or property to labor its shareholders or tax proceedings in which Sinqia and/or its Subsidiariesother affiliates; (f) the Company and each of the Subsidiaries shall not incur any Indebtedness, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instruments, except for those entered into other than in the ordinary course of Sinqia's business business; (g) the Company and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person;
(xiii) enter into, amend, modify or in any way alter the terms each of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreementsshall not permit any liens on the Assets, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth other than in the agreements entered into before the date hereof;
(xiv) donate or freely assign any asset, right, or any form of property, to any Person;
(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;
(xvi) engage in new lines of business;
(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal ordinary course of business; and (bh) the dismissal Company and each of employees outside the normal course Subsidiaries shall not increase any existing employee benefits, establish any new employee plan or amend or modify any existing Plans, or otherwise incur any obligation or liability under any employee plan materially different in nature or amount from obligations or liabilities incurred in connection with the Plans. The Company and the Sellers shall promptly notify the Parent if any of business; them (i) engages in any transaction which could have a Material Adverse Effect on the Company or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or
(xx) agree, promise or undertake to perform any of the acts described above.Subsidiaries, (ii) incurs any debt on behalf of the Company or any of the Subsidiaries for borrowed money (other than trade debt in the ordinary course), or (iii) enters into any agreements or transactions on behalf of the Company
Appears in 1 contract
Regular Course of Business. Except as otherwise specified (a) The Company shall operate its business diligently and in this Agreementgood faith and in the ordinary and usual course, as from the date hereof and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations in accordance consistent with the regular course past management practices; shall maintain all of its business respective properties in good order and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreovercondition, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld:
maintain (i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM;
(iiexpiration due to lapse of time) approve any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023;
(iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, all leases and Contracts in effect without change except as a result of the Sinqia’s Stock Plans expressly provided herein or except as provided in Section 2.4(iv), as the case may be;
(iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party;
(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;
(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, undertake release, waive or compromise any new obligation debt, Claim or responsibility right in its favor; shall not alter the rate or enter into new relevant agreementsbasis of compensation of any of its officers, involving Relevant Assetsdirectors, including agreements employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the purchase Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company.
(b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or sale indirectly, do or propose or agree to do any of the following without the prior written consent of TSI:
(i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any Relevant Assetsshares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it;
(xii) Lien declare, set aside, make or pay any tangible dividend or intangible assetother distribution, payable in cash, stock, property or offer them as collateralotherwise, except if so required due with respect to guarantees relating to labor or tax proceedings in which Sinqia and/or any of its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instrumentscapital stock, except for those entered into distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or
(iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock.
(c) Notwithstanding any other provision set forth in this SECTION 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in SECTION 2.32 hereof, (iii) the bonus payments and marketing fees described on SCHEDULE 216 hereto to the extent that such fees are incurred in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person;
(xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof;
(xiv) donate or freely assign any asset, right, or any form of property, to any Person;
(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;
(xvi) engage in new lines of business;
(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or
(xx) agree, promise or undertake to perform any of the acts described above.
Appears in 1 contract
Sources: Stock Purchase Agreement (Travel Services International Inc)
Regular Course of Business. Except The Company shall operate the Business in substantially the same manner as otherwise specified presently conducted and only in this Agreement, as from the date hereof ordinary and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations usual course and substantially consistent with past practice and in accordance compliance with the regular course of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld:
(i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM;
all Legal Requirements and (ii) approve any distribution of dividendsall leases, profits or juros sobre capital própriocontracts, except for the payment of the JCP Sinqia 2023;
(iii) redeemcommitments and other agreements, repurchaseand all licenses, issue or sell any sharespermits and other instruments, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia operation of the Business, and will use reasonable efforts to preserve intact its present business organization and to keep available the services of all employees, representatives and agents. The Company shall use its best efforts, consistent with past practices, to promote the Business and to maintain the goodwill and reputation associated with the Business, and shall not take or omit to take any action which causes, or which is likely to cause, any material deterioration of the Business or the relationships of the Company with suppliers or customers. Without limiting the generality of the foregoing, (a) the Company shall maintain all of its equipment in the same condition and repair as such equipment is maintained as of the date hereof, ordinary wear and tear excepted; (b) the Company shall not sell, transfer, pledge, lease or otherwise dispose of any of its Subsidiariesthe Assets, except as a result other than (i) the sale of inventory in the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may be;
(iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular ordinary course of business and or (ii) as otherwise contemplated by this Agreement; (c) the Company shall not amend, terminate or waive any material right in respect of the Assets or the Business, or do any act, or omit to do any act, which are will cause a breach of any contract, agreement, commitment or obligation by it; (d) the Company shall not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved engage in any transactionactivities or transactions outside the ordinary course of business except as contemplated by this Agreement; (e) the Company shall not declare or pay any dividend or make any other distribution or payment of any kind in cash or property to any of the Sellers or other affiliates except as contemplated by this Agreement; (f) the Company shall not incur any Indebtedness, or enter into any agreement with any Related Party;
(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;
(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers other than in the ordinary course of business, undertake ; (g) the Company shall not permit any new obligation or responsibility or enter into new relevant agreements, involving Relevant liens on the Assets, including agreements for the purchase or sale of any Relevant Assets;
(x) Lien any tangible or intangible asset, or offer them as collateral, except if so required due to guarantees relating to labor or tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instruments, except for those entered into other than in the ordinary course of Sinqia's business business; and that (h) the Company shall not increase any existing employee benefits, establish any new employee plan or amend or modify any existing Plans, or otherwise incur any obligation or liability under any employee plan materially different in nature or amount from obligations or liabilities incurred in connection with the Plans. The Sellers and the Company shall promptly notify the Purchaser if any of them (i) engages in any case do not increase Sinqia’s consolidated indebtedness transaction which could have a Material Adverse Effect on the Company, (ii) incurs any debt on behalf of the Company for borrowed money (other than trade debt in more than five million Reais (R$ 5,000,000.00the ordinary course), individually or in a series of related (iii) enters into any agreements or transactions in a twelve (12) month period;
(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person;
(xiii) enter into, amend, modify or in any way alter the terms on behalf of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth Company not in the agreements entered into before the date hereof;
(xiv) donate or freely assign any asset, right, or any form of property, to any Person;
(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;
(xvi) engage in new lines of business;
(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal ordinary course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or
(xx) agree, promise or undertake to perform any of the acts described above.
Appears in 1 contract
Sources: Stock Purchase Agreement (Hi Rise Recycling Systems Inc)
Regular Course of Business. Except as otherwise specified (a) The Company shall operate its business diligently and in this Agreementgood faith and in the ordinary and usual course, as from the date hereof and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations in accordance consistent with the regular course past management practices; shall maintain all of its business respective properties in good order and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreovercondition, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld:
maintain (i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM;
(iiexpiration due to lapse of time) approve any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023;
(iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, all leases and Contracts in effect without change except as a result of the Sinqia’s Stock Plans expressly provided herein or except as provided in Section 2.4(iv), as the case may be;
(iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party;
(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;
(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, undertake release, waive or compromise any new obligation debt, Claim or responsibility right in its favor; shall not alter the rate or enter into new relevant agreementsbasis of compensation of any of its officers, involving Relevant Assetsdirectors, including agreements employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the purchase Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company.
(b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or sale indirectly, do or propose or agree to do any of the following without the prior written consent of TSI:
(i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any Relevant Assetsshares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it;
(xii) Lien declare, set aside, make or pay any tangible dividend or intangible assetother distribution, payable in cash, stock, property or offer them as collateralotherwise, except if so required due with respect to guarantees relating to labor or tax proceedings in which Sinqia and/or any of its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instrumentscapital stock, except for those entered into distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or
(iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock.
(c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 2.16 hereto to the extent that such fees are incurred in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person;
(xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof;
(xiv) donate or freely assign any asset, right, or any form of property, to any Person;
(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;
(xvi) engage in new lines of business;
(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or
(xx) agree, promise or undertake to perform any of the acts described above.
Appears in 1 contract
Regular Course of Business. Except as otherwise specified (a) The Company shall operate its business diligently and in this Agreementgood faith and in the ordinary and usual course, as from the date hereof and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations in accordance consistent with the regular course past management practices; shall maintain all of its business respective properties in good order and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreovercondition, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld:
maintain (i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM;
(iiexpiration due to lapse of time) approve any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023;
(iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, all leases and Contracts in effect without change except as a result of the Sinqia’s Stock Plans expressly provided herein or except as provided in Section 2.4(iv), as the case may be;
(iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party;
(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;
(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, undertake release, waive or compromise any new obligation debt, Claim or responsibility right in its favor; shall not alter the rate or enter into new relevant agreementsbasis of compensation of any of its officers, involving Relevant Assetsdirectors, including agreements employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the purchase Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company.
(b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or sale indirectly, do or propose or agree to do any of the following without the prior written consent of TSI:
(i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any Relevant Assetsshares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it;
(xii) Lien declare, set aside, make or pay any tangible dividend or intangible assetother distribution, payable in cash, stock, property or offer them as collateralotherwise, except if so required due with respect to guarantees relating to labor or tax proceedings in which Sinqia and/or any of its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instrumentscapital stock, except for those entered into distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in SECTION 2.10 and (iii) do not violate pooling of interests restrictions; or
(iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock.
(c) Notwithstanding any other provision set forth in this SECTION 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in SECTION 2.32 hereof, (iii) the bonus payments and marketing fees described on SCHEDULE 2.16 hereto to the extent that such fees are incurred in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person;
(xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof;
(xiv) donate or freely assign any asset, right, or any form of property, to any Person;
(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;
(xvi) engage in new lines of business;
(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or
(xx) agree, promise or undertake to perform any of the acts described above.
Appears in 1 contract
Sources: Stock Purchase Agreement (Travel Services International Inc)
Regular Course of Business. Except The Company shall operate the Business in substantially the same manner as otherwise specified presently conducted and only in this Agreement, as from the date hereof ordinary and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations usual course and substantially consistent with past practice and in accordance substantial compliance with the regular course of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld:
(i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM;
all Legal Requirements and (ii) approve any distribution of dividendsall leases, profits or juros sobre capital própriocontracts, except for the payment of the JCP Sinqia 2023;
(iii) redeemcommitments and other agreements, repurchaseand all licenses, issue or sell any sharespermits and other instruments, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia operation of the Business, and will use reasonable efforts to preserve intact its present business organization and to keep available the services of all employees, representatives and agents. The Company shall use its reasonable efforts, consistent with past practices, to promote the Business and to maintain the goodwill and reputation associated with the Business, and shall not take or omit to take any action which causes, or which is likely to cause, any material deterioration of the Business or the relationships of the Company with suppliers or customers. Without limiting the generality of the foregoing, (A) the Company shall maintain all of its equipment in the same condition and repair as such equipment is maintained as of the date hereof, ordinary wear and tear excepted; (B) the Company shall not sell, transfer, pledge, lease or otherwise dispose of any of its Subsidiariesthe Assets, except as a result other than the sale of the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may be;
(iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party;
(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;
(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers inventory in the ordinary course of business; (C) the Company shall not amend, undertake terminate or waive any new obligation material right in respect of the Assets or responsibility the Business, or enter into new relevant agreementsdo any act, involving Relevant Assetsor omit to do any act, including agreements for the purchase or sale which will cause a material breach of any Relevant Assets;
contract, agreement, commitment or obligation by it; (xD) Lien the Company shall not engage in any tangible activities or intangible assettransactions outside the ordinary course of business; (E) the Company shall not declare or pay any dividend or make any other distribution or payment of any kind in cash or property to its sole shareholder or other affiliates; (F) the Company shall not incur any Indebtedness, or offer them as collateral, except if so required due to guarantees relating to labor or tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instruments, except for those entered into other than in the ordinary course of Sinqia's business and that in business; (G) the Company shall not permit any case do not increase Sinqia’s consolidated indebtedness in more liens on the Assets, other than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person;
(xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof;
(xiv) donate or freely assign any asset, right, or any form of property, to any Person;
(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;
(xvi) engage in new lines of business;
(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal ordinary course of business; and (bH) the dismissal Company shall not increase any existing employee benefits, establish any new employee plan or amend or modify any existing Plans, or otherwise incur any obligation or liability under any employee plan materially different in nature or amount from obligations or liabilities incurred in connection with the Plans. The Shareholder and the Company shall promptly notify the Parent if either of employees outside them (i) engages in any transaction which is likely to have a Material Adverse Effect on the normal Company, (ii) incurs any debt on behalf of the Company for borrowed money (other than trade debt in the ordinary course), or (iii) enters into any agreements or transactions on behalf of the Company not in the ordinary course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or
(xx) agree, promise or undertake to perform any of the acts described above.
Appears in 1 contract
Regular Course of Business. Except Sellers shall conduct the Business in the ordinary course and substantially in the same manner as otherwise specified in this Agreement, as from heretofore conducted. Without limiting the date hereof and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations in accordance with generality of the regular course of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheldforegoing:
(ia) call Sellers will not change in any shareholders’ meeting manner the rate or terms of Sinqia compensation or bonus payable or to resolve on become payable to any matter whatsoevermanagement employee, except or change in any manner the rate or terms of any insurance, pension or other employee benefit plan, payment or arrangement made to, for the Sinqia’s GSMor with any management employee;
(iib) approve Sellers will not enter into any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023grape purchase contract;
(iiic) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, except as a result of the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may be;
(iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are Sellers will not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved in any transaction, or enter into any agreement with to do any Related Partyof the things described in clause (a) or (b) above;
(viiid) promote any change in its accounting policies The Sellers will use their best efforts to preserve their rights to, and practicesthe goodwill associated with, except if required by Applicable Law;the Intellectual Property.
(ixe) except in relation Subject to actions the terms and condition of this Agreement, Sellers will use their reasonable efforts to be taken under existing agreements keep available the services of the Employees, and in relation to new agreements preserve the goodwill, reputation, and present relationships of the Business with clients its suppliers, customers, licensors, and service providers others having such business relations with the Business.
(f) Except in the ordinary course of business, undertake or except upon the written consent of the Buyer, no Seller will (i) sell, lease, transfer, or otherwise dispose of any of the Assets, (ii) create or permit to exist any lien on the Assets other than Permitted Liens, or (iii) make any new obligation commitments for capital expenditures in the Business.
(g) No Seller will accelerate or responsibility or enter into new relevant agreementsdelay the manufacture, involving Relevant Assetsshipment, including agreements for the purchase or sale of any Relevant Assets;inventory in a manner inconsistent with past practices, including, without limitation, sell inventory to distributors in excess of quantities which would constitute, as of the Closing Date, the lesser of (i) inventories beyond which the distributor has historically purchased during the comparable period in the prior year or (ii) a fifteen (15) day supply for distributors located in the State of California and a forty-five (45) day supply for other distributors (any such excess referred to herein as "Loaded Sales to Distributors").
(xh) Lien any tangible or intangible assetThe Sellers will (i) use reasonable efforts to maintain the Assets in good repair, or offer them as collateralorder, except if so required due to guarantees and condition, normal wear and tear excepted, (ii) maintain their records relating to labor or tax proceedings the Assets in which Sinqia and/or its Subsidiariesthe usual, as regular, and ordinary manner on a basis consistent with past practices, and (iii) use reasonable efforts to perform and comply with their obligations under the case may beContracts. The Sellers will not make any material alterations to the Assets, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instruments, except for those entered into other than in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00)consistent with past practices, individually or in a series of related transactions in a twelve (12) month period;
(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for without the obligations of any Person;
(xiii) enter into, amend, modify or in any way alter the terms prior written consent of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreementsBuyer, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof;
(xiv) donate which consent shall not be unreasonably withheld or freely assign any asset, right, or any form of property, to any Person;
(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;
(xvi) engage in new lines of business;
(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or
(xx) agree, promise or undertake to perform any of the acts described abovedelayed.
Appears in 1 contract
Sources: Purchase Agreement (Canandaigua B V)
Regular Course of Business. Except as otherwise specified (a) The Company shall operate its business diligently and in this Agreementgood faith and in the ordinary and usual course, as from the date hereof and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations in accordance consistent with the regular course past management practices; shall maintain all of its business respective properties in good order and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreovercondition, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld:
maintain (i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM;
(iiexpiration due to lapse of time) approve any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023;
(iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, all leases and Contracts in effect without change except as a result of the Sinqia’s Stock Plans expressly provided herein or except as provided in Section 2.4(iv), as the case may be;
(iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party;
(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;
(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, undertake release, waive or compromise any new obligation debt, Claim or responsibility right in its favor; shall not alter the rate or enter into new relevant agreementsbasis of compensation of any of its officers, involving Relevant Assetsdirectors, including agreements employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the purchase Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company.
(b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or sale indirectly, do or propose or agree to do any of the following without the prior written consent of TSI:
(i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any Relevant Assetsshares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it;
(xii) Lien declare, set aside, make or pay any tangible dividend or intangible assetother distribution, payable in cash, stock, property or offer them as collateralotherwise, except if so required due with respect to guarantees relating to labor or tax proceedings in which Sinqia and/or any of its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instrumentscapital stock, except for those entered into distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or
(iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock.
(c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person;
(xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof;
(xiv) donate or freely assign any asset, right, or any form of property, to any Person;
(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;
(xvi) engage in new lines of business;
(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or
(xx) agree, promise or undertake to perform any of the acts described above.
Appears in 1 contract
Regular Course of Business. Except as otherwise specified in this Agreement, as from the date hereof and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations in accordance with the regular course of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld:withheld:
(i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM;
(ii) approve any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023;
(iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, except as a result of the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may be;
(iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party;
(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;
(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers in the ordinary course of business, undertake any new obligation or responsibility or enter into new relevant agreements, involving Relevant Assets, including agreements for the purchase or sale of any Relevant Assets;
(x) Lien any tangible or intangible asset, or offer them as collateral, except if so required due to guarantees relating to labor or tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instruments, except for those entered into in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person;or
(xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof;
(xiv) donate or freely assign any asset, right, or any form of property, to any Person;
(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;
(xvi) engage in new lines of business;
(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or
(xx) agree, promise or undertake to perform any of the acts described above.
Appears in 1 contract
Sources: Merger Agreement
Regular Course of Business. Except (a) The Company shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as otherwise specified expressly provided herein; shall comply with the provisions of all material Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in this Agreementits favor; shall not increase the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as from in effect on the date hereof up to the Closing Date; and until Closingshall preserve the business of the Company intact, ▇▇▇▇▇▇ agrees and use its reasonable best efforts to conduct its operations in accordance keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the regular course Company.
(b) Without limiting the generality of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreoverthe foregoing paragraph, as the Company shall not, from the date hereof until the Closing, Sinqia shall not perform nor approve that its Subsidiaries perform directly or indirectly, do or propose or agree to do any of the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheldfollowing without the prior written consent of TSI:
(i) call issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shareholders’ meeting shares of Sinqia its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to resolve on acquire any matter whatsoevershares of such capital stock, except for the Sinqia’s GSMor any other ownership interest, of it;
(ii) approve declare, set aside, make or pay any distribution dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of dividendsits capital stock, profits or juros sobre capital próprioexcept, except for prior to the payment of Closing, the JCP Sinqia 2023Company may make the Pre-Closing Distribution, subject to the limitations set forth in SECTION 2.10 ;
(iii) reclassify, combine, split, subdivide or redeem, repurchasepurchase or otherwise acquire, issue directly or sell any sharesindirectly, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, except as a result of the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may becapital stock;
(iv) approve declare any increase in salary or effect the acquisition (including by mergerbonus to any employee, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party;
(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;
(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers than in the ordinary course of business, undertake any new obligation or responsibility or enter into new relevant agreements, involving Relevant Assets, including agreements for the purchase or sale of any Relevant Assets;
(xv) Lien materially alter or change any tangible or intangible asset, or offer them as collateral, except if so required due to guarantees relating to labor or tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month periodexisting material contractual relationships;
(xivi) take out any loan, issue debt securities, enter into any type purchase or commit to purchase capital assets in excess of financing agreement or change the terms of existing financing agreements or debt instruments, except for those entered into in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person;
(xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof;
(xiv) donate or freely assign any asset, right, or any form of property, to any Person;
(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;
(xvi) engage in new lines of business;
(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4$25,000; or
(xxvii) agree, promise incur additional indebtedness or undertake to perform any contingent liabilities in excess of the acts described above$25,000.
Appears in 1 contract
Sources: Stock Purchase Agreement (Travel Services International Inc)
Regular Course of Business. Except (a) each of the Companies shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as otherwise specified expressly provided herein; shall comply with the provisions of all Regulations and Orders applicable to such Company and the conduct of its respective business; shall not cancel, release, waive or compromise any debt, Claim or right in this Agreementits favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as from in effect on the date hereof up to the Closing Date; and until Closingshall preserve the business of each of the Companies intact, ▇▇▇▇▇▇ agrees and use its best efforts to conduct its operations in accordance keep available for each of the Companies and the Purchaser the services of the officers and employees of each of the Companies, and to preserve the good will of clients, suppliers and others having business relations with each of the regular course Companies.
(b) Without limiting the generality of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreoverthe foregoing paragraph, as each of the Companies shall not, from the date hereof until the Closing, Sinqia shall not perform nor approve that its Subsidiaries perform directly or indirectly, do or propose or agree to do any of the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheldfollowing without the prior written consent of TSI:
(i) call issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shareholders’ meeting shares of Sinqia its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to resolve on acquire any matter whatsoevershares of such capital stock, except for the Sinqia’s GSMor any other ownership interest, of it;
(ii) approve declare, set aside, make or pay any distribution dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of dividends, profits or juros sobre its capital própriostock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause such Company to fail to meet the payment financial conditions set forth in Section 2.35 and (iii) do not violate pooling of the JCP Sinqia 2023;interests restrictions; or
(iii) reclassify, combine, split, subdivide or redeem, repurchasepurchase or otherwise acquire, issue directly or sell any sharesindirectly, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, except as a result of the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may be;
(iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;
(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;
(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;
(vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party;
(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;
(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers in the ordinary course of business, undertake any new obligation or responsibility or enter into new relevant agreements, involving Relevant Assets, including agreements for the purchase or sale of any Relevant Assets;
(x) Lien any tangible or intangible asset, or offer them as collateral, except if so required due to guarantees relating to labor or tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instruments, except for those entered into in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;
(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person;
(xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof;
(xiv) donate or freely assign any asset, right, or any form of property, to any Person;
(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;
(xvi) engage in new lines of business;
(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;
(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;
(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or
(xx) agree, promise or undertake to perform any of the acts described abovecapital stock.
Appears in 1 contract
Sources: Stock Purchase Agreement (Travel Services International Inc)