Without limiting the provisions of Section 6. 1(a), Parent hereby covenants and agrees that, except (i) as set forth in Section 6.1(b)(i) of the Sellers Disclosure Letter or Section 6.10(b)(ii) of the Sellers Disclosure Letter, (ii) for matters contemplated by Section 6.14 or as otherwise expressly contemplated hereby or (iii) with the prior written consent of Purchaser, from and after the date hereof and prior to and including the Closing Date, none of Sellers (with respect to the Business) nor the Acquired Subsidiaries, as applicable, will: (i) amend the articles of incorporation or bylaws or similar organizational documents of any of the Acquired Subsidiaries; (ii) authorize, issue or sell, or agree to authorize, issue or sell, any additional shares or other equity or ownership interests, or grant, confer or award any options, warrants or rights to acquire any shares, including securities convertible or exchangeable for shares or other equity or ownership interests, of any Acquired Subsidiary, or take or agree to take any of the foregoing actions as a partner in a Joint Venture with respect to any Seller's equity interests in such Joint Venture; (iii) enter into any contract relating to the Business, in each case, other than (A) such contracts that are entered into in the ordinary course of business consistent with past practice (including guaranteed investment contracts and funding agreements and investments made pursuant to Section 6.1(b)(xvi); provided that such guaranteed investment contracts and funding agreements do not have put provisions that would permit the acceleration of the stated maturity thereof upon a change of control or ratings downgrade; and (B) any such contract not entered into in the ordinary course of business consistent with past practice and pursuant to which any Seller or any Acquired Subsidiary receives, or is reasonably expected to receive, payments, or makes, or is reasonably expected to make, payments, of less than fifteen million dollars ($15,000,000) for all contracts outside the ordinary course of business in the aggregate per calendar year; (iv) modify, amend or terminate any of the Applicable Contracts, except in the ordinary course of business consistent with past practice; (v) (A) incur or assume any indebtedness for borrowed money (including surplus notes or capital notes), (B) guarantee any indebtedness of another, (C) make any loans or advances of borrowed money or capital contributions to, or equity investments in, any other Person, other than indebtedness, guarantees, loans, advances, contributions and (1) investments pursuant to Section 6.1(b)(xvi) or (2) loans or borrowings under currently available lines of credit or (D) create or assume any other liability or obligation material to any Acquired Subsidiary, other than in the ordinary course of business, or grant or create any Lien on any of its assets, other than Permitted Liens and other Liens in the ordinary course of business; it being hereby understood that the foregoing clauses shall apply only to the Acquired Subsidiaries; (vi) except as required by Law and except with respect to the retention agreements contemplated by Section 6.15(k), (A) adopt or amend a Sellers Benefit Plan (or any plan that would be a Sellers Benefit Plan if adopted) that would increase the liability of any Acquired Subsidiary (unless such adoption or amendment applies generally to all employees of Sellers), (B) enter into, adopt, extend, renew or amend any (1) collective bargaining agreement (except in the ordinary course of business consistent with past practice after consultation with Purchaser) or (2) employment agreement, in each case, that would increase the liability of any Acquired Subsidiary, (C) employ, or offer to employ, any individual at any of the Acquired Subsidiaries, except in the ordinary course of business consistent with past practice, (D) transfer any employee or service provider (x) to an Acquired Subsidiary from a Person that is not an Acquired Subsidiary or (y) from an Acquired Subsidiary to a Person that is not an Acquired Subsidiary, unless the transferred employee or service provider was a Business Employee before the transfer and would remain a Business Employee immediately after the transfer, (E) grant any increase in compensation or benefits to any Business Employee, except in the ordinary course of business consistent with past practice for Business Employees who are neither officers nor executives or (F) reassign any expatriate Business Employees to the United States or to any country to which such expatriate is not assigned as of the date of this Agreement, unless the transferred expatriate Business Employee was a Business Employee before the transfer and would remain a Business Employee immediately after the transfer; (vii) change any of its material accounting, hedging, investing, underwriting, actuarial, pricing, Tax, agency principles, marketing or agency principles, practices, methods or policies (including reserving methods, practices or policies) employed with respect to the Business in any material respect, except as may be required as a result of a change in Law, GAAP or SAP and except as contemplated herein; (viii) except as required by Law or by any Governmental Authority and except for elections made in the ordinary course of business, with respect to any Acquired Subsidiary, (A) make any settlement or compromise of any current audit, except as set forth in Section 4.18 of the Sellers Disclosure Letter, or settle or compromise any audit that is not disclosed in such Section of the Sellers Disclosure Letter, (B) consent to any extension or waiver of any limitation period with respect to any material Taxes or (C) make a request for a Tax Ruling or enter into a Closing Agreement, or settle or compromise any audit or other controversy relating to Taxes, in each of clauses (A), (B) and (C), to the extent such action results in a material adverse effect to any of the Acquired Subsidiaries for any Post-Closing Tax Periods; (ix) pledge or otherwise encumber shares of capital stock or other equity or ownership interest of any Acquired Subsidiary or any interest in a Joint Venture, other than Permitted Liens; (A) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any Person or assets comprising a business or any material amount of property or assets in or of any other Person or (B) dispose, transfer, encumber, pledge or lease any material property or assets; (xi) declare or pay any dividend or distribution with respect to the capital stock of, or other equity or ownership interest in, any Acquired Subsidiary, other than (i) as contemplated by Section 6.14 or (ii) to the extent that Excess Reference Equity exceeds $200,000,000; (xii) except as provided for in Section 6.1(b)(viii), settle any material claim, action or proceeding or waive any material rights or material claims in respect of the Business; (xiii) enter into or terminate any exclusive distribution agreement with respect to the Business; (xiv) forfeit, abandon, modify, waive or terminate any material Permit; (xv) enter into any activities that are not financial in nature within the meaning of the Bank Holding Company Act; (A) make or dispose of any investments, other than in the ordinary course of business consistent with past practice or pursuant to the investment policies of the Acquired Subsidiaries or the investment asset allocation plan set forth in Section 6.1(b)(xvi) of the Sellers Disclosure Letter or (B) enter into, or amend, modify or terminate, any reinsurance contract other than in the ordinary course of business consistent with past practice with the primary effect of increasing the RBC Ratio of TIC or CLIC; (xvii) transfer or assign any Subsidiary Shares of any Acquired Foreign Subsidiary to any Domestic Insurance Company; (xviii) make any capital contribution to, or equity investment in, TIC or CLIC, including surplus notes, capital notes and capital stock; and (xix) enter into a contract to do, or to authorize, or commit to do, any of the foregoing.
Appears in 2 contracts
Sources: Acquisition Agreement (Metlife Inc), Acquisition Agreement (Metlife Inc)
Without limiting the provisions of Section 6. 1(a), Parent hereby covenants and agrees that, except (iA) as expressly contemplated or permitted by this Agreement, (B) as may be required by applicable Law or the terms of any Partnership Employee Benefit Plan, (C) as set forth in Section 6.1(b)(i) the corresponding section of the Sellers Partnership Disclosure Letter or Section 6.10(b)(ii) of the Sellers Disclosure LetterSchedule, (ii) for matters contemplated by Section 6.14 or as otherwise expressly contemplated hereby or (iiiD) with the prior written consent of PurchaserParent (which consent will not be unreasonably withheld, from delayed or conditioned), during the Pre-Closing Period, the Partnership Entities will not, and after the date hereof and prior to and including the Closing Date, none will cause each of Sellers (with respect to the Business) nor the Acquired Subsidiaries, as applicable, willtheir Subsidiaries not to:
(i) amend in the articles of incorporation or bylaws or similar organizational documents of any case of the Acquired Partnership Entities and their Included Subsidiaries, (A) issue or sell, or authorize the creation of, any additional equity interests or any additional options, warrants, convertible securities or exchangeable securities (other than ordinary course grants of awards in accordance with the terms of the Partnership LTIP) or (B) enter into any agreement with respect to the foregoing;
(ii) authorizein the case of the Partnership Entities and their Included Subsidiaries, issue (A) split, combine or sellreclassify any of its equity, or agree to authorize(B) repurchase, issue redeem or sellotherwise acquire any membership, any additional shares partnership or other equity interests or ownership interests, or grant, confer or award any options, warrants or rights to acquire any shareswarrants, including convertible securities convertible or exchangeable for shares securities, except upon the forfeiture of Phantom Units, the settlement of Phantom Units in accordance with the terms thereof or other equity or ownership interests, the withholding of Partnership Common Units to satisfy any Acquired Subsidiary, or take or agree to take any of the foregoing actions as a partner in a Joint Venture Tax withholding obligations with respect to any Seller's equity interests in such Joint Ventureawards granted pursuant to the Partnership LTIP;
(iii) enter into (A) sell, lease, dispose of, license or convey all or any contract relating to the Businessportion of their assets, in each casebusiness or properties, other than (A1) such contracts that are entered into distributions permitted under Section 6.1(b)(iv), (2) in the ordinary course of business consistent with past practice practice, (including guaranteed investment contracts 3) the exchange of equipment between the Included Subsidiaries and funding agreements and investments made pursuant to Section 6.1(b)(xvi); provided that such guaranteed investment contracts and funding agreements do the Pasadena Subsidiaries with a value not have put provisions that would permit in excess of $500,000 in the acceleration aggregate or (4) by virtue of the stated maturity thereof upon a change consummation of control any Qualified Pasadena Sale or ratings downgrade; and Spin-Off Transaction, (B) sell, lease, dispose of, license or convey any such contract not entered into individual capital asset for consideration in excess of $750,000, (C) acquire, by merger or otherwise, all or substantially all of the business or property of any other entity or (D) convert from a limited partnership, limited liability company or corporation, as the case may be, to any other business entity;
(iv) make or declare dividends or distributions, other than distributions by the Subsidiaries of the Partnership to their respective equityholders in the ordinary course of business consistent and distributions to the Partnership Unitholders (A) permitted under the Existing Partnership Agreement by reason of regular quarterly cash distributions made out of the cash available for distribution of the Partnership, calculated in accordance with past practice Section 6.1(b)(iv) of the LA\4224998.8 US 3682459v.19 Partnership Disclosure Schedule and pursuant rounded up or down to which any Seller the nearest cent per Partnership Common Unit, (B) of Pasadena Sale Net Proceeds in accordance with Section 6.18(c) or any Acquired Subsidiary receives, or is reasonably expected to receive, payments, or makes, or is reasonably expected to make, payments, (C) of less than fifteen million dollars ($15,000,000) for all contracts outside the ordinary course of business SpinCo Common Units in the aggregate per calendar yearPasadena Distribution, in each case to the extent permitted under the Partnership Material Contracts;
(ivv) modify, amend the Organizational Documents of any Partnership Entity or terminate any of the Applicable ContractsIncluded Subsidiaries;
(vi) enter into any contract, except agreement or arrangement that would be a Partnership Material Agreement, other than such contracts, agreements or arrangements with a term of not more than one year entered into in the ordinary course of business consistent with past practice;
(vvii) modify, amend, terminate or assign any Partnership Material Agreement in any material respect outside the ordinary course of business and in a manner which is materially adverse to any of the Partnership Entities, the Included Subsidiaries or their respective businesses, taken as a whole, or which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement;
(viii) waive, release, assign, settle or compromise any Proceeding, other than waivers, releases, assignments, settlements or compromises (A) equal to or less than the amounts reserved with respect thereto on the Partnership Financial Statements, (B) except as provided in clause (A), that do not impose liability to the Partnership or the Included Subsidiaries in excess of $750,000 in the aggregate (not including amounts covered by insurance) or (C) without limiting clause (B), that require the payment of monetary damages that will be paid solely by the Pasadena Subsidiaries and/or impose non-monetary remedies that will be applicable solely to the Pasadena Subsidiaries;
(ix) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP;
(x) (A) incur or assume any indebtedness for borrowed money (including surplus notes or capital notes), (B) guarantee any indebtedness of another, (C) make any loans or advances of borrowed money or capital contributions to, or equity investments in, any other Person, other than indebtedness, guarantees, loans, advances, contributions and (1) investments pursuant to Section 6.1(b)(xvi) or (2) loans or borrowings under currently available lines of credit or (D) create or assume any other liability or obligation material to any Acquired Subsidiary, other than in the ordinary course of business, or grant or create any Lien on any of its assets, other than Permitted Liens and other Liens in the ordinary course of business; it being hereby understood that the foregoing clauses shall apply only to the Acquired Subsidiaries;
(vi) except as required by Law and except with respect to the retention agreements contemplated by Section 6.15(k)Pasadena Subsidiaries in connection with a Qualified Pasadena Sale, (A) adopt change in any material respect any of its express or amend a Sellers Benefit Plan (deemed elections relating to Taxes, including elections for any and all joint ventures, partnerships, limited liability companies or any plan that would be a Sellers Benefit Plan if adopted) that would increase other investments where it has the liability of any Acquired Subsidiary (unless capacity to make such adoption or amendment applies generally to all employees of Sellers)binding election, (B) enter intosettle or compromise any material claim, adoptaction, extendsuit, renew litigation, proceeding, arbitration, investigation, audit or amend any (1) collective bargaining agreement (except in the ordinary course of business consistent with past practice after consultation with Purchaser) controversy relating to Taxes, or (2) employment agreement, in each case, that would increase the liability of any Acquired Subsidiary, (C) employ, or offer to employ, change in any individual at any of the Acquired Subsidiaries, except in the ordinary course of business consistent with past practice, (D) transfer any employee or service provider (x) to an Acquired Subsidiary from a Person that is not an Acquired Subsidiary or (y) from an Acquired Subsidiary to a Person that is not an Acquired Subsidiary, unless the transferred employee or service provider was a Business Employee before the transfer and would remain a Business Employee immediately after the transfer, (E) grant any increase in compensation or benefits to any Business Employee, except in the ordinary course of business consistent with past practice for Business Employees who are neither officers nor executives or (F) reassign any expatriate Business Employees to the United States or to any country to which such expatriate is not assigned as of the date of this Agreement, unless the transferred expatriate Business Employee was a Business Employee before the transfer and would remain a Business Employee immediately after the transfer;
(vii) change material respect any of its material accounting, hedging, investing, underwriting, actuarial, pricing, Tax, agency principles, marketing methods of reporting income or agency principles, practices, methods or policies (including reserving methods, practices or policies) deductions for U.S. federal income tax purposes from those employed with respect to in the Business in any material respectpreparation of its U.S. federal income Tax Return for the most recent taxable year for which a return has been filed, except as may be required as a result of a change in by applicable Law, GAAP or SAP and except as contemplated herein;
(viiixi) except as required by applicable Law or by the terms of any Governmental Authority and except for elections made Partnership Employee Benefit Plan or collective bargaining agreement in effect as of the ordinary course of business, with respect to any Acquired Subsidiarydate hereof, (A) make any settlement or compromise of any current audit, except as set forth in Section 4.18 of the Sellers Disclosure Lettermaterially increase, or settle accelerate the payment or compromise vesting of, any audit that is not disclosed in such Section of the Sellers Disclosure Lettercompensation or benefits payable to any Partnership Service Provider, (B) consent grant any equity awards, retention or transaction bonuses, or any severance or termination pay to any extension current or waiver of any limitation period with respect to any material Taxes or former Partnership Service Provider, (C) make a request for a Tax Ruling or enter into a Closing Agreementestablish, or settle or compromise any audit or other controversy relating to Taxesadopt, in each of clauses (A), (B) and (C), to the extent such action results in a material adverse effect to any of the Acquired Subsidiaries for any Post-Closing Tax Periods;
(ix) pledge or otherwise encumber shares of capital stock or other equity or ownership interest of any Acquired Subsidiary or any interest in a Joint Venture, other than Permitted Liens;
(A) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any Person or assets comprising a business or any material amount of property or assets in or of any other Person or (B) dispose, transfer, encumber, pledge or lease any material property or assets;
(xi) declare or pay any dividend or distribution with respect to the capital stock of, or other equity or ownership interest in, any Acquired Subsidiary, other than (i) as contemplated by Section 6.14 or (ii) to the extent that Excess Reference Equity exceeds $200,000,000;
(xii) except as provided for in Section 6.1(b)(viii), settle any material claim, action or proceeding or waive any material rights or material claims in respect of the Business;
(xiii) enter into or terminate materially amend any exclusive distribution agreement with respect to the Business;
Partnership Employee Benefit Plan, (xivD) forfeithire LA\4224998.8 US 3682459v.19 any new employees, abandon, modify, waive or terminate any material Permit;
except (xv1) enter into any activities that are not financial in nature within the meaning of the Bank Holding Company Act;
(A) make or dispose of any investments, other than in the ordinary course of business consistent with past practice or pursuant to the investment policies of the Acquired Subsidiaries or the investment asset allocation plan set forth in Section 6.1(b)(xvi) of the Sellers Disclosure Letter or (B) enter into, or amend, modify or terminate, any reinsurance contract other than in the ordinary course of business consistent with past practice with respect to employees with an annual base salary and annual cash bonus opportunity not to exceed, in the primary aggregate, $125,000 or (2) the hiring of new employees to replace employees who terminate employment after the date hereof for compensation that is comparable to that of the replaced employee, (E) provide any written communication to Employees regarding the compensation and benefits that they will receive in connection with the Mergers, unless any such communications are consistent with the terms of any Partnership Employee Benefit Plan in existence as of the date hereof and/or consistent with any written script or talking points approved by Parent (not to be unreasonably withheld, delayed or conditioned), or (F) transfer the employment of any Employee or terminate the employment of an Employee unless for cause and consistent with past practice;
(xii) with respect to the Partnership Entities and the Included Subsidiaries, (A) incur, assume, guarantee or otherwise become liable for any Indebtedness, other than borrowings under the GE Credit Facility, the proceeds of which are not used to fund the business or operations of the Pasadena Subsidiaries, (B) create any Lien on its property in connection with Indebtedness, or (C) make or commit to make any capital expenditures other than such capital expenditures as are contemplated in the 2015 forecast or the 2016 forecast, as applicable, as disclosed in the Partnership Disclosure Schedule;
(xiii) enter into any Partnership Related Party Transaction, other than (A) as permitted by Section 6.1(b)(xi) or (B) any Qualified Pasadena Sale to an Affiliate of the Partnership;
(xiv) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial dissolution or liquidation;
(xv) take any action that has the effect of increasing (A) transferring any assets of the RBC Ratio Partnership Entities or the Included Subsidiaries thereof to any Pasadena Subsidiary, or transferring any liabilities of TIC the Pasadena Subsidiaries to any Partnership Entity or CLICIncluded Subsidiary thereof or (B) causing any Partnership Entity or Included Subsidiary thereof to assume liability (contingent or otherwise) with respect to (1) the Pasadena Subsidiaries or their respective businesses and, in the event of a Spin-Off Transaction, SpinCo, (2) the Spin-Off Transactions or the Qualified Pasadena Sale, as applicable, or (3) the pre-Closing or post-Closing activities of SpinCo (if applicable) and the Pasadena Subsidiaries;
(xvi) in the case of the Partnership Entities and their Included Subsidiaries and their respective assets and businesses, fail to make the maintenance capital expenditures and other maintenance expenditures as are contemplated in the 2015 capital forecast or 2016 capital forecast, as applicable, as disclosed in the Partnership Disclosure Schedule, other than deviations from such capital forecast that are not more than 15% of the aggregate expenditures described in such annual forecast;
(xvii) transfer knowingly take any action that would reasonably be expected to materially impede, interfere with, hinder or assign any Subsidiary Shares delay the consummation of any Acquired Foreign Subsidiary to any Domestic Insurance Company;the transactions contemplated by this Agreement; or LA\4224998.8 US 3682459v.19
(xviii) make any capital contribution to, or equity investment in, TIC or CLIC, including surplus notes, capital notes and capital stock; and
(xix) enter into a contract to do, or to authorize, agree or commit to do, any do anything prohibited by clauses (i) through (xvii) of the foregoingthis Section 6.1.
Appears in 1 contract
Sources: Merger Agreement (CVR Partners, Lp)
Without limiting the provisions of Section 6. 1(a), Parent hereby covenants and agrees that, except (i) as set forth in Section 6.1(b)(i) of the Sellers Disclosure Letter or Section 6.10(b)(ii) of the Sellers Disclosure Letter, (ii) for matters contemplated by Section 6.14 or as otherwise expressly contemplated hereby or (iii) with the prior written consent of Purchaser, from and after the date hereof and prior to and including the Closing Date, none of Sellers (with respect to the Business) nor the Acquired Subsidiaries, as applicable, will:
(i) amend the articles of incorporation or bylaws or similar organizational documents of any of the Acquired Subsidiaries;
(ii) authorize, issue or sell, or agree to authorize, issue or sell, any additional shares or other equity or ownership interests, or grant, confer or award any options, warrants or rights to acquire any shares, including securities convertible or exchangeable for shares or other equity or ownership interests, of any Acquired Subsidiary, or take or agree to take any of the foregoing actions as a partner in a Joint Venture with respect to any Seller's equity interests in such Joint Venture;
(iii) enter into any contract relating to the Business, in each case, other than (A) such contracts that are entered into in the ordinary course of business consistent with past practice (including guaranteed investment contracts and funding agreements and investments made pursuant to Section 6.1(b)(xvi); provided that such guaranteed investment contracts and funding agreements do not have put provisions that would permit the acceleration of the stated maturity thereof upon a change of control or ratings downgrade; and (B) any such contract not entered into in the ordinary course of business consistent with past practice and pursuant to which any Seller or any Acquired Subsidiary receives, or is reasonably expected to receive, payments, or makes, or is reasonably expected to make, payments, of less than fifteen million dollars ($15,000,000) for all contracts outside the ordinary course of business in the aggregate per calendar year;and
(iv) modify, amend or terminate any of the Applicable Contracts, except in the ordinary course of business consistent with past practice;
(v) (A) incur or assume any indebtedness for borrowed money (including surplus notes or capital notes), (B) guarantee any indebtedness of another, (C) make any loans or advances of borrowed money or capital contributions to, or equity investments in, any other Person, other than indebtedness, guarantees, loans, advances, contributions and (1) investments pursuant to Section 6.1(b)(xvi) or (2) loans or borrowings under currently available lines of credit or (D) create or assume any other liability or obligation material to any Acquired Subsidiary, other than in the ordinary course of business, or grant or create any Lien on any of its assets, other than Permitted Liens and other Liens in the ordinary course of business; it being hereby understood that the foregoing clauses shall apply only to the Acquired Subsidiaries;
(vi) except as required by Law and except with respect to the retention agreements contemplated by Section 6.15(k), (A) adopt or amend a Sellers Benefit Plan (or any plan that would be a Sellers Benefit Plan if adopted) that would increase the liability of any Acquired Subsidiary (unless such adoption or amendment applies generally to all employees of Sellers), (B) enter into, adopt, extend, renew or amend any (1) collective bargaining agreement (except in the ordinary course of business consistent with past practice after consultation with Purchaser) or (2) employment agreement, in each case, that would increase the liability of any Acquired Subsidiary, (C) employ, or offer to employ, any individual at any of the Acquired Subsidiaries, except in the ordinary course of business consistent with past practice, (D) transfer any employee or service provider (x) to an Acquired Subsidiary from a Person that is not an Acquired Subsidiary or (y) from an Acquired Subsidiary to a Person that is not an Acquired Subsidiary, unless the transferred employee or service provider was a Business Employee before the transfer and would remain a Business Employee immediately after the transfer, (E) grant any increase in compensation or benefits to any Business Employee, except in the ordinary course of business consistent with past practice for Business Employees who are neither officers nor executives or (F) reassign any expatriate Business Employees to the United States or to any country to which such expatriate is not assigned as of the date of this Agreement, unless the transferred expatriate Business Employee was a Business Employee before the transfer and would remain a Business Employee immediately after the transfer;
(vii) change any of its material accounting, hedging, investing, underwriting, actuarial, pricing, Tax, agency principles, marketing or agency principles, practices, methods or policies (including reserving methods, practices or policies) employed with respect to the Business in any material respect, except as may be required as a result of a change in Law, GAAP or SAP and except as contemplated herein;
(viii) except as required by Law or by any Governmental Authority and except for elections made in the ordinary course of business, with respect to any Acquired Subsidiary, (A) make any settlement or compromise of any current audit, except as set forth in Section 4.18 of the Sellers Disclosure Letter, or settle or compromise any audit that is not disclosed in such Section of the Sellers Disclosure Letter, (B) consent to any extension or waiver of any limitation period with respect to any material Taxes or (C) make a request for a Tax Ruling or enter into a Closing Agreement, or settle or compromise any audit or other controversy relating to Taxes, in each of clauses (A), (B) and (C), to the extent such action results in a material adverse effect to any of the Acquired Subsidiaries for any Post-Closing Tax Periods;
(ix) pledge or otherwise encumber shares of capital stock or other equity or ownership interest of any Acquired Subsidiary or any interest in a Joint Venture, other than Permitted Liens;
(A) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any Person or assets comprising a business or any material amount of property or assets in or of any other Person or (B) dispose, transfer, encumber, pledge or lease any material property or assets;
(xi) declare or pay any dividend or distribution with respect to the capital stock of, or other equity or ownership interest in, any Acquired Subsidiary, other than (i) as contemplated by Section 6.14 or (ii) to the extent that Excess Reference Equity exceeds $200,000,000;
(xii) except as provided for in Section 6.1(b)(viii), settle any material claim, action or proceeding or waive any material rights or material claims in respect of the Business;
(xiii) enter into or terminate any exclusive distribution agreement with respect to the Business;
(xiv) forfeit, abandon, modify, waive or terminate any material Permit;
(xv) enter into any activities that are not financial in nature within the meaning of the Bank Holding Company Act;
(A) make or dispose of any investments, other than in the ordinary course of business consistent with past practice or pursuant to the investment policies of the Acquired Subsidiaries or the investment asset allocation plan set forth in Section 6.1(b)(xvi) of the Sellers Disclosure Letter or (B) enter into, or amend, modify or terminate, any reinsurance contract other than in the ordinary course of business consistent with past practice with the primary effect of increasing the RBC Ratio of TIC or CLIC;
(xvii) transfer or assign any Subsidiary Shares of any Acquired Foreign Subsidiary to any Domestic Insurance Company;
(xviii) make any capital contribution to, or equity investment in, TIC or CLIC, including surplus notes, capital notes and capital stock; and
(xix) enter into a contract to do, or to authorize, or commit to do, any of the foregoing.
Appears in 1 contract