Common use of Forbearances Clause in Contracts

Forbearances. From the Execution Date until the Closing, Parent covenants and agrees to ensure that neither Parent nor Merger Sub will (other than as contemplated in this Agreement) do any of the following without the prior written consent of Company acting in good faith: (a) declare, set aside, make or pay any dividend or other distribution in respect of its capital stock or otherwise purchase or redeem, directly or indirectly, any shares of its capital stock; (b) issue, sell or deliver or enter into any agreement to issue, sell or deliver any shares of its capital stock or any options, warrants, or other rights, agreements, commitments, arrangements or understandings of any kind, contingent or otherwise, to purchase, sell or deliver any such shares, or any securities convertible into or exchangeable for any such shares, or effect any stock split, or otherwise change, combine or reclassify its authorized capitalization; (c) incur any indebtedness or issue or sell any debt securities or prepay any debt; (d) mortgage, pledge or otherwise subject to any material lien or lease, any of its properties or assets, tangible or intangible or permit or suffer any such property or asset to be subjected to any material lien or lease; or license or dispose of any material assets, except in the Ordinary Course of Business consistent with its prior practice; (e) forgive or cancel any debts or claims, or waive any rights, except for fair value; (f) modify or extend the current term of any material agreement, or waive any material rights thereunder; (g) pay any bonus to any employee or agent or contractor, or grant to any employee or agent or contractor any increase in compensation except in the Ordinary Course of Business consistent with its prior practice, or enter into any employment, severance, termination or similar agreement with any employee or agent or contractor; (h) amend its Certificate of Incorporation or Bylaws or any other organizational documents; (i) make any material changes in policies or practices relating to business practices or other terms accounting therefore or in policies of employment; (j) enter into any type of business not conducted by it as of the Execution Date or create or organize any subsidiary or enter into or participate in any joint venture or partnership; (k) except as otherwise expressly contemplated by this Agreement, enter into any agreement or transactions with any Affiliates or make any amendment or modification to any such agreement; (l) make or change any election in respect of Taxes or settle any claim related to Taxes; or (m) enter into any contract, commitment or arrangement to do any of the foregoing.

Forbearances. From the Execution Effective Date until the Closing, Parent covenants and agrees to ensure that neither Parent nor Merger Sub GACC will (other than as contemplated in this Agreement) do any of the following without the prior written consent of Company Great American acting in good faith: (a) declare, set aside, make or pay any dividend or other distribution in respect of its capital stock or otherwise purchase or redeem, directly or indirectly, any shares of its capital stock; (b) issue, sell or deliver or enter into any agreement to issue, sell or deliver any shares of its capital stock or any options, warrants, or other rights, agreements, commitments, arrangements or understandings of any kind, contingent or otherwise, to purchase, sell or deliver any such shares, or any securities convertible into or exchangeable for any such shares, or effect any stock split, or otherwise change, combine or reclassify its authorized capitalization; (c) incur any indebtedness or issue or sell any debt securities or prepay any debt; (d) mortgage, pledge or otherwise subject to any material lien or lease, any of its properties or assets, tangible or intangible or permit or suffer any such property or asset to be subjected to any material lien or lease; or license or dispose of any material assets, except in the Ordinary Course of Business consistent with its prior practice; (e) forgive or cancel any debts or claims, or waive any rights, except for fair value; (f) modify or extend the current term of any material agreement, or waive any material rights thereunder; (g) pay any bonus to any employee or agent or contractor, or grant to any employee or agent or contractor any increase in compensation except in the Ordinary Course of Business consistent with its prior practice, or enter into any employment, severance, termination or similar agreement with any employee or agent or contractor; (h) amend its Certificate of Incorporation or Bylaws or any other organizational documents; (i) make any material changes in policies or practices relating to business practices or other terms accounting therefore or in policies of employment; (j) enter into any type of business not conducted by it as of the Execution Effective Date or create or organize any subsidiary or enter into or participate in any joint venture or partnership; (k) except as otherwise expressly contemplated by this Agreement, enter into any agreement or transactions with any Affiliates or make any amendment or modification to any such agreement; (l) make or change any election in respect of Taxes or settle any claim related to Taxes; or (m) enter into any contract, commitment or arrangement to do any of the foregoing.

Forbearances. From the Execution Date until the Closing, Parent each of the Parties covenants and agrees to ensure that neither Parent OXMI nor Merger Sub will Seller (with regard to Hotel Corporation and the Hotel Business), other than as contemplated in this Agreement) Agreement or as otherwise disclosed in writing to the other Party or subject to public disclosure, do any of the following without the prior written consent of Company acting in good faiththe other Party, which consent shall not be unreasonably withheld: (a) declare, set aside, make or pay any dividend or other distribution in respect of its capital stock or otherwise purchase or redeem, directly or indirectly, any shares of its capital stock; (b) issue, sell or deliver or enter into any agreement to issue, sell or deliver any shares of its capital stock or any options, warrants, or other rights, agreements, commitments, arrangements or understandings of any kind, contingent or otherwise, to purchase, sell or deliver any such shares, or any securities convertible into or exchangeable for any such shares, or effect any stock split, or otherwise change, combine or reclassify its authorized capitalization; (c) incur any indebtedness or issue or sell any debt securities or prepay any debt; (d) mortgage, pledge or otherwise subject to any material lien or lease, any of its properties or assets, tangible or intangible or permit or suffer any such property or asset to be subjected to any material lien or lease; or license or dispose of any material assets, except in the Ordinary Course of Business consistent with its prior practice; (e) forgive or cancel any debts or claims, or waive any rights, except for fair value; (f) modify or extend the current term of any material agreement, or waive any material rights thereunder; (g) pay any bonus to any employee or agent or contractor, or grant to any employee or agent or contractor any increase in compensation except in the Ordinary Course of Business consistent with its prior practice, or enter into any employment, severance, termination or similar agreement with any employee or agent or contractor; (h) amend its Certificate of Incorporation or Bylaws or any other organizational documents; (i) make any material changes in policies or practices relating to business practices or other terms accounting therefore or in policies of employment; (j) enter into any type of business not conducted by it as of the Execution Date or create or organize any subsidiary or enter into or participate in any joint venture or partnership; (k) except as otherwise expressly contemplated by this Agreement, enter into any agreement or transactions with any Affiliates or make any amendment or modification to any such agreement; (l) make or change any election in respect of Taxes or settle any claim related to Taxes; or (m) enter into any contract, commitment or arrangement to do any of the foregoing.

Forbearances. From the Execution Effective Date until the Closing, Parent covenants and agrees to ensure that neither Parent nor Merger Sub will (other than as contemplated in this Agreement) do any of the following without the prior written consent of Company acting in good faith: (a) declare, set aside, make or pay any dividend or other distribution in respect of its capital stock or otherwise purchase or redeem, directly or indirectly, any shares of its capital stock; (b) issue, sell or deliver or enter into any agreement to issue, sell or deliver any shares of its capital stock or any options, warrants, or other rights, agreements, commitments, arrangements or understandings of any kind, contingent or otherwise, to purchase, sell or deliver any such shares, or any securities convertible into or exchangeable for any such shares, or effect any stock split, or otherwise change, combine or reclassify its authorized capitalization; (c) incur any indebtedness or issue or sell any debt securities or prepay any debt; (d) mortgage, pledge or otherwise subject to any material lien or lease, any of its properties or assets, tangible or intangible or permit or suffer any such property or asset to be subjected to any material lien or lease; or license or dispose of any material assets, except in the Ordinary Course of Business consistent with its prior practice; (e) forgive or cancel any debts or claims, or waive any rights, except for fair value; (f) modify or extend the current term of any material agreement, or waive any material rights thereunder; (g) pay any bonus to any employee or agent or contractor, or grant to any employee or agent or contractor any increase in compensation except in the Ordinary Course of Business consistent with its prior practice, or enter into any employment, severance, termination or similar agreement with any employee or agent or contractor; (h) amend its Certificate of Incorporation or Bylaws or any other organizational documents; (i) make any material changes in policies or practices relating to business practices or other terms accounting therefore or in policies of employment; (j) enter into any type of business not conducted by it as of the Execution Effective Date or create or organize any subsidiary or enter into or participate in any joint venture or partnership; (k) except as otherwise expressly contemplated by this Agreement, enter into any agreement or transactions with any Affiliates or make any amendment or modification to any such agreement; (l) make or change any election in respect of Taxes or settle any claim related to Taxes; or (m) enter into any contract, commitment or arrangement to do any of the foregoing.

Forbearances. From the Execution Effective Date until the Closing, Parent covenants and agrees to ensure that neither Parent nor Merger Sub will (other than as contemplated in this Agreement) do any of the following without the prior written consent of Company acting in good faith: (a) declare, set aside, make or pay any dividend or other distribution in respect of its capital stock or otherwise purchase or redeem, directly or indirectly, any shares of its capital stock; (b) issue, sell or deliver or enter into any agreement to issue, sell or deliver any shares of its capital stock or any options, warrants, or other rights, agreements, commitments, arrangements or understandings of any kind, contingent or otherwise, to purchase, sell or deliver any such shares, or any securities convertible into or exchangeable for any such shares, or effect any stock split, or otherwise change, combine or reclassify its authorized capitalization; (c) incur any indebtedness or issue or sell any debt securities or prepay any debt; (d) mortgage, pledge or otherwise subject to any material lien or lease, any of its properties or assets, tangible or intangible or permit or suffer any such property or asset to be subjected to any material lien or lease; or license or dispose of any material assets, except in the Ordinary Course of Business consistent with its prior practice; (e) forgive or cancel any debts or claims, or waive any rights, except for fair value; (f) modify or extend the current term of any material agreement, or waive any material rights thereunder; (g) pay any bonus to any employee or agent or contractor, or grant to any employee or agent or contractor any increase in compensation except in the Ordinary Course of Business consistent with its prior practice, or enter into any employment, severance, termination or similar agreement with any employee or agent or contractor; (h) amend its Certificate of Incorporation (except to change its name to a name to which Company agrees) or Bylaws or any other organizational documents; (i) make any material changes in policies or practices relating to business practices or other terms accounting therefore or in policies of employment; (j) enter into any type of business not conducted by it as of the Execution Effective Date or create or organize any subsidiary or enter into or participate in any joint venture or partnership; (k) except as otherwise expressly contemplated by this Agreement, enter into any agreement or transactions with any Affiliates or make any amendment or modification to any such agreement; (l) make or change any election in respect of Taxes or settle any claim related to Taxes; or (m) enter into any contract, commitment or arrangement to do any of the foregoing.