Operational Covenants Sample Clauses

Operational Covenants. Without the prior written consent of Shareholder, which shall not be unreasonably withheld, PainCare shall not, prior to the conclusion of the third Formula Period: (a) reorganize the Surviving Corporation, whether by integrating or consolidating the business of the Surviving Corporation with other operating units of PainCare or its subsidiaries or affiliates, except in the case that at the time of such integration or consolidation such transaction could not reasonably be expected to have a material adverse effect on the Formula Period Profits; (b) effect any reassignment, reprioritization, reallocation, restructuring, or reduction of the Surviving Corporation’s human or other resources, their research and development initiatives, or their marketing programs, except in a manner that at the time of such event could not reasonably be expected to have a material adverse effect on the Formula Period Profits or that are reasonably necessary in light of the Surviving Corporation’s results of operation; (c) amend the articles of incorporation or bylaws of the Surviving Corporation in any manner that at the time of such amendment could reasonably be expected to have a material adverse effect on the Formula Period Profits; (d) cause the Surviving Corporation to become a party to or terminate any agreement which at the time such agreement is entered into or terminated could reasonably be expected to have a material adverse effect on the Formula Period Profits or that is reasonably necessary in light of the Surviving Corporation’s results of operation; (e) cause the Surviving Corporation to undertake actions outside the ordinary course of its business which at the time of such undertaking could reasonably be expected to have a material adverse effect on the Formula Period Profits; (f) sell a material portion of the Surviving Corporation or its assets, merge the Surviving Corporation with any other entity, sell a controlling interest in the Surviving Corporation, or make any fundamental change in the business of the Surviving Corporation unless such action(s) at the time of such undertaking could not reasonably be expected to have a material adverse effect on the Formula Period Profits or that is reasonably necessary in light of the Surviving Corporation’s results of operation; The parties hereby acknowledge and agree that the foregoing covenants in this Section 9.9 shall become null and void and of no further force or effect if the Formula Period Profits of the Survi...

Operational Covenants. The Borrower shall cause MDF to ensure that: (a) the Project is implemented in accordance with design specifications and construction norms; and (b) construction supervision, quality control and contract management are performed in accordance with international standards.

Operational Covenants. The Borrowers covenant with the Agent (for the benefit of the Finance Parties) that, at all times, during the Facility Period they shall: (a) maintain the registration of the Vessels under a Pre-Approved Flag or under such other flag as may be approved by the Agent, in writing, such approval not to be unreasonably withheld or delayed, and maintain the registration of the Mortgages at the relevant ship registries, and shall not cause or permit to be done any act or omission whereby the registration of the Vessels or the Mortgages at any one time would or might be defeated or imperilled; (b) not knowingly cause or permit the Vessels to be operated in any manner or employed in any trade or business contrary to or unlawful under the laws, regulations, treaties and conventions (and all rules and regulations issued thereunder), from time to time applicable to each of the Vessels; (c) maintain and preserve, at their own expense, the Vessels in a seaworthy condition and in good working order and repair (ordinary wear and tear excepted) and in such condition to ensure that the Vessels are entitled to the highest class applicable to vessels of their type with a Pre-Approved Classification Society; (d) comply in all material respects with all laws, conventions, regulations and requirements (statutory or otherwise) including but not limited to the ISM Code and the ISPS Code from time to time applicable to the relevant Owner and/or in the jurisdictions where the Vessels are registered and/or in the jurisdictions where the Vessels trade and/or are operated from; (e) submit the Vessels on a regular basis to all periodical or other surveys as the classification society in which the Vessels are entered may require and at the request of the Agent provide the Agent with copies of all classification certificates of the Vessels and their machinery and of all damage or survey reports issued in connection therewith; (f) promptly notify the Agent of any substantial change in the structure of the Vessels or any other modification which might involve material alteration to the Vessels provided that they shall not without the prior written consent of the Agent, cause or permit to be made any change or modification which may result in a change to the type of the Vessels; (g) promptly notify the Agent of any change of the name or port of registry of the Vessels; (h) not permit or allow to occur any discharge, release, leak, migration or other escape of any Environmentally Sensitive Ma...

Operational Covenants. Subject to Section 9.12(b)(iii) hereof, without a vote of the majority of the holders of the Series C Preferred Shares then outstanding, Buyer shall not: (a) authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of (i) any capital stock or other equity securities (or any debt or securities convertible into or exchangeable for any capital stock or other equity securities) which are senior to or on a parity with the Series C Preferred Shares with respect to the payment of dividends, redemption or distributions upon liquidation or otherwise or (ii) any additional shares of Series C Preferred Shares; (b) become subject to, or permit any of its Subsidiaries to become subject to, (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would restrict or impair the Company's right to perform the provisions of the Certificate of Designation (including, without limitation, provisions relating to the declaration and payment of dividends on, and the making of repurchases pursuant to the Put Option or Call Option (as defined in the Certificate of Designation) of, the Series C Preferred Shares), provided, however, that Buyer may enter any Senior Debt (as defined in the Certificate of Designation) agreement or instrument if prior thereto Buyer shall have used its best efforts to limit or eliminate any such restrictions in such Senior Debt agreement or instrument, and such efforts were unable to implement such limitation or restriction; (c) redeem any shares of Series A Preferred Stock then outstanding unless Buyer makes an Offer to Purchase the Series C Preferred Shares on a pari passu basis with redemption of such shares of Series A Preferred Stock and Series C Preferred Shares in proportion to the total amount outstanding (stated value plus accrued dividends) of each such series; (d) redeem, purchase or otherwise acquire directly or indirectly (including through a Subsidiary) any Junior Stock (as defined in the Certificate of Designation) (other than (i) repurchases of not more than 5% of Buyer Common Stock from present or former employees or consultants of Buyer or its Subsidiaries upon termination of employment or consultancy in accordance with arrangements approved by Buyer's Board of Directors or (ii) open market purchases of Buyer Common Stock, in accordance with applicable securities laws and with the terms of existing Senior Debt (as defined in the Certi...

Operational Covenants the Borrower shall and shall cause each other Loan Party to carry on and conduct its business and keep, maintain and operate its assets and properties in accordance with good industry and business practice;

Operational Covenants. (a) The ASP agrees to own the Contract Facility from and after the Contract Date and to operate and maintain the Contract Facility from and after the Service Commencement Date, in each case, in accordance with the terms of this Agreement, Good Engineering and Operating Practices, and meeting all relevant requirements of the Market Rules, the Distribution System Code, the Transmission System Code, the ASP’s Connection Agreement, in each case, as applicable, and all other Applicable Laws. (b) The ASP agrees to participate in the IESO-Administered Markets for the Term of this Agreement.

Operational Covenants. The Borrower shall cause Uzbekenergo to ensure that (a) the Project facilities are installed in accordance with design specifications and construction norms; and (b) construction supervision, quality control and contract management are performed in accordance with best international industry practices. The Borrower shall cause Uzbekenergo to install, equip, operate, maintain and manage the Project facilities in compliance with applicable standards and best international practices.

Operational Covenants. The Licensee must, when exercising the licence: (a) be present at the licensed area at least 30 minutes before the commencement of the market trading hours; (b) trade continuously from a stall at the licensed premises during the market trading hours; (c) confine the trading activities within the licensed area and not obstruct public traffic areas or access ways; (d) permit without interference any officer of Council or department or agency of the Northern Territory Government to inspect the licensed area and the stall erected thereon to confirm compliance with this Agreement and legislative requirements; (e) not erect, install or suspend any advertising signage or other material in, on or about the licensed area without the prior approval of the permit holder; (f) not permit any person other than the Licensee or the Licensee’s employees to trade from a stall at the licensed area; (g) not permit animals of any kind unless an assistance animal complying with Section 9, Disability Discrimination Act 1992 to be on or at the licensed area where a food business is conducted; (h) when at the licensed area, not consume or offer to any other person (by sale or otherwise) alcohol in any form; (i) when at the licensed area, not hold or trade any: (i) X rated, pornographic or offensive goods or material (as determined by an authorised officer of Council or the permit holder in his or her unfettered discretion); (ii) counterfeit or other goods or materials where the sale of such items would breach the intellectual property of a third party; (iii) toy or cap guns; (iv) real or replica weapons; (v) dangerous or illegal substances; (vi) fireworks; (vii) good or materials not complying with relevant or applicable Australian Standards; or (viii) animals of any kind unless an assistance animal complying with Section 9, Disability Discrimination Act 1992; (j) not dispose of oils, fats or waste water in the garden beds or drains in and about Council land; (k) remove from the licensed area and dispose of all packaging materials, garbage and litter resulting from the Licensee’s trading activities at the stall and in so doing not use the rubbish bins provided by Council on Council land for the use of members of the public; and (l) at the close of the market trading hours, dismantle and remove at the Licensee’s own cost and expense the stall and all pictures objects signs notices and advertisements erected fixed placed or displayed by or on behalf of the Licensee on in or about th...

Operational Covenants. The Company shall maintain the covenants specified in Schedule 6.34.