Negative undertakings Sample Clauses

Negative undertakings. In order to ensure Party B’s performance of the agreements between Party A and Party B and all its obligations owed to Party A, Party B and Party C hereby confirm and agree that unless with prior written consent from Party A or a third party appointed by Party A, Party B shall not conduct any transaction which may materially affect any of its assets, businesses, employees, duties, rights or operations, including but not limited to the following: 1.1 to conduct any business that is beyond the normal business scope or in a manner inconsistent with past practices; 1.2 to borrow money or incur any debt from any third party; 1.3 to change or dismiss any director or to dismiss and replace any senior management member; 1.4 to sell to or acquire from any third party, or otherwise dispose any of its material assets or rights, including but not limited to any intellectual property rights; 1.5 to provide guarantee in favor of any third party or impose any encumbrance upon any of its assets (including intellectual property rights); 1.6 to amend its articles of association or change its scope of business; 1.7 to change its ordinary course of business or modify any material internal bylaws or systems; 1.8 to assign any of the rights or obligations under this Agreement to any third party; 1.9 to make significant adjustment to any of its business operations, marketing strategies, operation policies or client relations; and 1.10 to make any form of distribution of dividend or bonus.

Negative undertakings. At all times until full discharge of the Secured Obligations, the Issuer covenants with the Security Trustee that it shall: (a) not sell, transfer, assign, encumber or otherwise dispose of, neither grant any right or title with regard to, any of the Pledged Bonds or the Deposited Cryptocurrency or any interest therein or agree to do so unless: (i) such action does not cause the Issuer to be in breach of the Terms and Conditions; and (ii) such action is approved in accordance with Clause 8.1 (Restrictions on operations with Pledged Bonds) or Clause 8.2 (Restrictions on operations with Deposited Cryptocurrency) of the Agreement. Any proceeds paid out to the Issuer in breach hereof shall be held for the benefit of the Security Trustee; and (b) without prejudice to transactions permitted by Clause 8.1 (Restrictions on operations with Pledged Bonds), Clause 8.2 (Restrictions on operations with Deposited Cryptocurrency) and paragraph (a) above, not sell, transfer, assign, encumber or otherwise dispose of, neither grant any right or title with regard to, the respective Issuance Account, nor with regard to any securities, rights and/or interests (in particular, but not limited to, any pertinent co-ownership interests in the collective custody holdings (Miteigentumsanteile am Girosammelbestand) with respect to the Pledged Bonds deposited (hinterlegt) and/or credited to (verbucht auf) such Issuance Account).

Negative undertakings. The Borrower undertakes with the Bank that, from the date of this Agreement and so long as any moneys are owing under the Security Documents and while all or any part of the Commitment remains outstanding, it will not, without the prior written consent of the Bank:

Negative undertakings. The Guarantor will not: (a) change the nature of its business; or (b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if: (i) an Event of Default or Potential Event of Default has occurred (including, without limitation, a breach of any term under the Finance Documents which constitutes a Potential Event of Default and/or any Event of Default or Potential Event of Default in connection with Clause 11.15) or will occur as a result of the payment of a dividend or the making of any other form of distribution; and/or (ii) following a Qualified IPO, the Lender deems in its absolute discretion at the relevant time that the Guarantor does not maintain at that time Liquid Funds in an amount of equal to or more than $750,000 per Fleet Vessel; or (c) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in the Guarantor’s or any other Security Party’s share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected; or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to the Guarantor than those which it could obtain in a bargain made at arms’ length; or (d) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than Transactions entered into pursuant to the Master Agreement to which it is a party and any derivative transactions entered into by the Guarantor for the purpose of hedging the Group’s exposure and/or indebtedness at the relevant time in its ordinary course of business; or (e) at all times: (i) prior a Qualified IPO, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or (ii) following a Qualified IPO, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation which will result in a Major change; and (f) change its constitutional documents other by way, or in connection with, a Qualified IPO or in a manner that is not materially adverse to the Lender .”; (g) by substituting clause 11.15 of the Guarantee in its entirety with the following new clause:

Negative undertakings. (a) The Guarantor may: (i) at any time prior to the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee; (ii) at any time after the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee, subject to it on each such occasion satisfying the Security Trustee acting on behalf of the Secured Parties that it will continue to meet all the requirements of Clause 11.15 (Financial Covenants), if such covenants were to be tested immediately following the payment of any such dividend; and (iii) pay dividends (x) to persons responsible for paying the tax liability in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Group, or (y) to holders of the Guarantor's Capital Stock with respect to income taxable as a result of a member of the Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of the Group, provided that the actions in paragraphs (ii) and (iii) above shall only be permitted if there is no Event of Default which is continuing under the Loan Agreement and no Event of Default would arise from the payment of such dividend. (b) The Guarantor shall not, and shall procure that none of its subsidiaries shall: (i) make loans to any person that is not the Guarantor or a direct or indirect subsidiary of the Guarantor; or (ii) issue or enter into one or more guarantees covering the obligations of any person which is not the Guarantor or a direct or indirect subsidiary of the Guarantor, except if such loan is granted to a non subsidiary or such guarantee is issued in the ordinary course of business covering the obligations of a non subsidiary and the aggregate amount of all such loans and guarantees made or issued by the Guarantor and its subsidiaries does not exceed [*] Dollars ($[*]) or is otherwise approved by the Security Trustee which approval shall not be unreasonably withheld if such loan or guarantee in respect of a non subsidiary would neither: (A) affect the ability of any Obligor to perform its obligations under the Finance Documents; nor (B) imperil the security created by any of the Finance Documents or t...

Negative undertakings. The Borrower will not: (a) change the nature of its business; or (b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if an Event of Default has occurred and has not been remedied or an Event of Default will result from the payment of a dividend or the making of any other form of distribution; or (c) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in the Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms' length; (d) for the avoidance of doubt, subject to the provisions of Clause 11.3(b) the Borrower is permitted at any time, in such manner and as many times as it deems fit to pay dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital. (e) allow either Owner to open or maintain, any account with any bank or financial institution except accounts with the Lender for the purposes of the Finance Documents; (f) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; (g) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks or enter into any transaction in a derivative other than Transactions; and (h) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.

Negative undertakings. The Borrower will not: (a) change the nature of its business or carry on any type of business other than the ownership, chartering and operation of the Ship; or (b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if an Event of Default has occurred and is continuing at the relevant time or an Event of Default will result from the payment of a dividend or the making of any other form of distribution; or (c) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in the Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms' length; (d) open or maintain any account with any bank or financial institution except the Accounts with the Agent and the Security Trustee for the purposes of the Finance Documents; (e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; (f) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than any Designated Transactions; or (g) enter into any form of amalgamation, merger or de-merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation.

Negative undertakings. The Borrowers jointly and severally undertake with each Creditor that, from the date of this Agreement and so long as any moneys are owing under the Security Documents and while all or any part of the Total Commitment remains outstanding, the Borrowers will not, without the prior written consent of the Agent:

Negative undertakings. Each of the Chargors severally undertakes and agrees with the Security Trustee for the benefit of the Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will not: (a) without the consent of the Security Trustee (acting on the instructions of the Majority Lenders) either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, [Singapore Group Debenture] lease, assign or otherwise dispose of all except disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group or assign, discount or factor any of the Receivables to an extent that would prejudice the rights of that Chargor, and provided that such disposal does not, materially and adversely affect the ability of that Chargor to perform its respective obligations under this Deed or the rights of the Finance Parties under the Finance Documents; (b) other than Permitted Security Interests, create or attempt or agree to create or permit to arise or exist any Security Interest over the Collateral or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent of the Security Trustee, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargors agree and declare that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of any of the Chargors or of this Deed ceasing for any reason to be binding on any of the Chargors or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral or any part of it or any such breach by any Chargor the Security Trustee may open new or separate accounts in the name of any Chargor in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such br...