Examples of Non-Bay Area Business in a sentence
Without limitation of the forgoing, during such period, except as set forth in Section 5.2 of the MNG Disclosure Schedules, MNG will not (i) declare or pay dividends (or make any distributions) in excess of $25,000,000 on its Class A Common Stock or (ii) sell Assets that are part of the Non-Bay Area Business other than ordinary course dispositions of non-material Assets.
If you uncover legitimate business issues and then amplify them by shedding light on the potential for larger, more costly challenges in the future, you’ve done your job.
Attached hereto as Section 3.4 of the MNG Disclosure Schedules are true, complete and correct copies of the unaudited consolidating balance sheet of the Non-Bay Area Business as of December 31, 2005 and the related unaudited consolidating statement of operations for the Non-Bay Area Business for the twelve-month period then ended, together with certain non-GAAP explanatory footnotes (all such financial statements, the “Financial Statements”).
As of the date hereof, the Non-Bay Area Business is in compliance with and is not in default under or in violation of any applicable Legal Requirements, except where such non-compliance, default or violation would not have, individually or in the aggregate, a Material Adverse Effect.
Prior to determining to redeem the Class C Common Stock pursuant to Section 7(a)(ii) of Part A of Article FOURTH of the Restated Certificate, the Board of Directors shall (i) consult with Hearst and (ii) use reasonable commercial efforts to restructure the investment in the Non-Bay Area Business represented by the Class C Common Stock to eliminate the Tax Event (as defined in the Restated Certificate) without imposing any adverse consequences on the Company or holders of Class A Common Stock.
Prior to determining to redeem the Class C Common Stock pursuant to Section 7(a) of Part A of Article FOURTH of the Restated Certificate, the Board of Directors shall (i) consult with Hearst and (ii) use reasonable commercial efforts to restructure the investment in the Non-Bay Area Business represented by the Class C Common Stock to eliminate the Tax Event (as defined in the Restated Certificate) without imposing any adverse consequences on the Company or holders of Class A Common Stock.
Except as Hearst may otherwise consent in writing, from and after the date hereof and until the earlier of the Equity Closing or termination of this Agreement in accordance with Section 8.1, MNG will operate the Non-Bay Area Business only in the ordinary course of business (including without limitation, as to the collection of accounts receivable and payment of accounts payable).
In declaring a dividend on Class A Common Stock, the Board of Directors shall specify the extent to which such dividend is paid out of assets comprising the Bay Area Business and/or the Non-Bay Area Business.
Prior to determining to redeem the Class C Common Stock pursuant to Section 7(a) of Article FOURTH of the Restated Certificate, the Board of Directors shall (i) consult with Hearst and (ii) use reasonable commercial efforts to restructure the investment in the Non-Bay Area Business represented by the Class C Common Stock to eliminate the Tax Event (as defined in the Restated Certificate) without imposing any adverse consequences on the Company or holders of Class A Common Stock.
The Board of Directors shall have the discretion to determine whether dividends paid on the Class A Common Stock are paid out of assets comprising the Bay Area Business or assets comprising the Non-Bay Area Business.