No Pending Transactions Except for the transactions contemplated by this Agreement and the Transactions contemplated herein, neither Seller nor any Member is a party to or bound by or the subject of any agreement, undertaking, commitment or discussions or negotiations with any Person that could reasonably result in: (a) the sale, merger, consolidation or recapitalization of Seller; (b) the sale of any of the Purchased Assets; (c) the sale of any outstanding membership interest of Seller; (d) the acquisition by Seller of any operating business or the membership interest or capital stock of any other Person; (e) the borrowing of money in excess of $100,000 by Seller, whether secured or unsecured; (f) any agreement with any of the respective officers, managers or Affiliates of Seller; or (g) the expenditure of more than $25,000 or contractual performance obligations by Seller extending for a period more than one year.
THE COMPANY AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.
Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.
COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:
Agreements of the Company and the Guarantors The Company and the Guarantors, jointly and severally, agree with each of the Initial Purchasers as follows:
Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:
Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.
Power to Bind the Company The Member (acting in its capacity as such) shall have the authority to bind the Company to any third party with respect to any matter.
Mergers (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, except as described in Section 3.15(b) and (c) or Section 8.2.
Conduct Pending the Merger SECTION 2.1. Conduct of the Company's Business Prior to the Effective Time. Except as expressly provided in this Plan, during the period from the date of this Plan to the Effective Time, the Company shall, and shall cause each of its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course of business consistent with past practice, (ii) use its best efforts to maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) use its best efforts to consummate the Agreement of Merger and Reorganization, dated as of July 21, 1998, by and between the Company, CBE, Inc., and F & M Merger Corporation, as amended on November 30, 1998 (the "CBE Merger Agreement"), (iv) take no action which would adversely affect or delay the ability of the Company, Parent or any subsidiary thereof to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or to perform its covenants and agreements on a timely basis under this Plan and (v) take no action that is reasonably likely to have a Material Adverse Effect (as defined in Section 9.1 hereof) on the Company.
