Restrictions on Certain Actions Clause Samples

Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member: (i) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features; (ii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary); (iii) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction; (iv) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts approved therefor by the Member’s board of managers in its annual budget; (v) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “Prime-1” by ▇▇▇▇▇’▇ Investors Service, Inc. or (4) any other investment permitted under any senior credit agreement to which the Company is a party; (vi) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage; (vii) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and co...

Restrictions on Certain Actions. Without limiting the generality of ------------------------------- Section 6.1 and except as otherwise expressly provided in this Agreement, prior ----------- to the Closing, Seller shall not permit any Acquired Company, without the prior written consent of Buyer, to: (a) amend its charter or bylaws or other governing instruments; (b) (i) issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any shares of its capital stock of any class or any other securities or equity equivalents; or (ii) amend any of the terms of any such securities outstanding as of the date hereof; (i) split, combine, or reclassify any shares of its capital stock; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) repurchase, redeem or otherwise acquire any of its securities; or (iv) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of any Acquired Company; (i) except in the ordinary course of business consistent with past practice, for obligations of another Acquired Company, and for any indebtedness to be repaid prior to Closing in accordance with Section 6.3, create, incur, ----------- guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person; (ii) make any loans, advances, or capital contributions to, or investments in, any other Person (other than to wholly owned subsidiaries or to another Acquired Company and customary loans or advances to employees in amounts not material to the maker of such loan or advance); or (iii) mortgage, or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material lien thereupon; (i) except as may be required by Applicable Law or except to the extent consistent with amendments or modifications made to similar plans or arrangements of Seller or its corporate parent, enter into, adopt or make any material amendments to or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance or other ...

Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers will not, without Buyer’s prior consent in connection with the Properties: (a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties; (b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional ▇▇▇▇▇, or propose the deepening, plugging back or reworking of any existing ▇▇▇▇▇, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing ▇▇▇▇▇ on the Oil and Gas Properties, or propose the abandonment of any ▇▇▇▇▇ on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer); (c) sell, transfer, or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or (d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreement, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers with notice of 60 days or less.

Restrictions on Certain Actions. OF THE HERITAGE PARTIES AND HERITAGE GP. Without limiting the generality of Section 5.4, except as listed in Schedule 5.5 and except as otherwise expressly contemplated by this Agreement and the Other Transaction Documents, from and after the date hereof and until the Closing Date, without the approval of La Grange: (a) Except as set forth on Schedule 5.5, neither of the Heritage Parties nor Heritage GP shall agree to sell, transfer or otherwise dispose, or grant or agree to grant an option to purchase, sell, transfer, or otherwise dispose of any securities of any of the Heritage Entities other than in connection with (i) any Heritage Plan, (ii) any employee benefit plan or other employee arrangement adopted by any of the Heritage Entities prior to the date of this Agreement; (iii) any Heritage Permitted Acquisition, (iv) the issuance of Common Units as 42 contemplated by this Agreement; and (v) the issuance and/or sale of Common Units under an effective registration statement. (b) Except as set forth on Schedule 5.5, neither the Heritage Parties nor Heritage GP shall, or shall cause or permit any of the Heritage Entities to: (i) make any expenditures outside the ordinary course of business consistent with past practice which, individually or in the aggregate, exceed $1,000,000 other than (A) expenditures contemplated by the annual budget adopted by the Heritage Entities for the year ending August 31, 2002 or, if applicable, August 31, 2003, and (B) expenditures made in connection with any Heritage Permitted Acquisition; (ii) make any material change in the ongoing operations of the Heritage Business except to the extent resulting from any Heritage Permitted Acquisition; (iii) create, incur, guarantee or assume any indebtedness for borrowed money outside the ordinary course of business other than indebtedness permitted under credit facilities of the Heritage Entities and indebtedness incurred under any new credit facilities entered into by the Heritage Entities to finance the cash portion of the Purchase Price; (iv) mortgage or pledge any of the securities or assets of any of the Heritage Entities or create or suffer to exist any Encumbrance thereupon, other than (A) Permitted Encumbrances, (B) Encumbrances created pursuant to loan documentation permitted under the existing credit facilities of the Heritage Entities and (C) Encumbrances created pursuant to loan documentation relating to any new credit facilities entered into by the Heritage Parties to fina...

Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers will not, without Buyer’s prior written consent in connection with the Properties: (a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date, except in the event of an emergency requiring immediate action to protect life or preserve the Properties; (b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional ▇▇▇▇▇, or propose the deepening, plugging back or reworking of any existing ▇▇▇▇▇, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing ▇▇▇▇▇ on the Oil and Gas Properties, or propose the abandonment of any ▇▇▇▇▇ on the Oil and Gas Properties (and Sellers agree that they will advise and seek Buyer’s direction as to any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer); (c) sell, transfer, or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); (d) voluntarily relinquish operations of any Oil and Gas Property currently operated by Sellers to anyone other than Buyer; or (e) release (or permit to terminate), or modify or reduce its rights under, any Lease forming a part of the Oil and Gas Properties, or any Material Agreement, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers with notice of thirty (30) days or less.

Restrictions on Certain Actions. For a period of two (2) years from the date of Closing, neither any of the ▇▇▇▇▇▇▇▇ Trusts nor any of the Sullivans shall, without the prior consent of the Board of Directors of Perma-Fix (specifically expressed in a resolution adopted by a majority of the Board of Directors of Perma-Fix who are not employees, representatives or agents of the ▇▇▇▇▇▇▇▇ Trusts and/or the Sullivans or any of their Affiliates):

Restrictions on Certain Actions. Without limiting the ------------------------------- generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing, Company shall not, without the prior written consent of Buyer (which consent will not be unreasonably withheld): (i) make any Material change in the ongoing operations of Company's Business; (ii) except in the ordinary course of business consistent with past practice with respect to the purchase of inventory (including raw materials), create, incur, guarantee, or assume any Indebtedness for borrowed money in respect of Company's Business; (iii) mortgage or pledge any of its assets or create or suffer to exist any Encumbrance thereupon; (a) enter into, adopt, or (except as may be required by Applicable Law) amend any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, stock purchase, pension, retirement, deferred compensation, employment, severance, or other Employee Benefit Plan, trust, fund, or other arrangement for the benefit or welfare of any employee of Company's Business; (b) except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a Material increase in benefits or compensation expense to Company, increase in any manner the compensation or fringe benefits of any employee of Company's Business; (c) pay to any employee of Company any benefit not required by any Employee Benefit Plan, trust, fund, or other arrangement as in effect on the date hereof; (d) pay any bonus to any employee of Company except for bonuses paid in the ordinary course of business and consistent with past practice; (e) declare, set aside or pay any dividend or distribution with respect to its common stock, or redeem, repurchase, or otherwise acquire any of its common stock; or (f) offer, sell, issue or commit to issue any of Company's common stock or any options, warranties, rights or other securities convertible into or having a right to acquire any of same. (v) sell, lease, transfer, or otherwise dispose of, directly or indirectly, any of its assets, other than inventory and unusable equipment sold in the ordinary course of business consistent with past practice; (vi) make any capital expenditure or expenditures relating to Company's Business which is in excess of $50,000.00 as to any one item or $100,000.00 in the aggregate; (vii) pay, discharge, or satisfy any claims, liab...

Restrictions on Certain Actions. From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement, Purchaser and its Affiliates will not, in any manner, directly or indirectly, solicit, initiate, encourage or participate in applications, bids, purchases or negotiations with respect to the acquisition of any interest in an FCC license, permit, approval or authorization that, if consummated, would have the effect under the Communications Act of preventing or delaying Purchaser from consummating the acquisition of the Purchased Assets as contemplated by this Agreement.

Restrictions on Certain Actions. Subject to receipt of the approvals required by Section 5.4, if any, neither the LLC nor any Manager or Officer shall take, or shall cause its Subsidiaries to take, any of the following actions without the prior consent of the Managers holding at least sixty percent (60%) of the votes held by all Managers (which consent shall be obtained in accordance with the requirements of Section 5.1(a) or Section 5.1(c) above) or to the extent such action is expressly contemplated by the annual budget approved in accordance with Section 5.1(c); provided, however, that those actions set forth in Subsections 5.5(a), (f) and (t) shall require the prior consent of the Managers holding at least seventy-five percent (75%) of the votes held by all Managers (as otherwise set forth in this Section 5.5): (a) directly or indirectly declare or make any distributions upon any of the LLC’s equity securities (except for distributions in accordance with Section 3.1); (b) make, or permit any of its Subsidiaries to make, any loans or advance to, guarantees for the benefit of, or investments in, any Person; (c) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the LLC or its Subsidiaries (other than inventory in the ordinary course) in an amount which exceeds $5,000 on an individual basis or exceeds $10,000 on a cumulative basis in any calendar year; (d) unless otherwise contemplated by the LLC’s annual business plan and budget which has been approved by the Board, make any capital expenditure (including research and development expenditures), except for capital expenditures which are less than $5,000 on an individual basis or less than $10,000 on a cumulative basis in any calendar year; (e) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the LLC’s or any Subsidiary’s equity securities (including, in the case of Subsidiaries, warrants, options and other rights to acquire equity securities); (f) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including profits interests) or debt securities with equity features or securities exercisable or convertible into equity securities (including profits interests) or debt securities with ...