Material Transactions Sample Clauses

Material Transactions. Not enter into any transaction material in nature or amount without the prior written consent of Buyer, except for transactions in the ordinary course of business;
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Material Transactions. Prior to the Closing, no Party will (other than (i) as contemplated by the terms of this Agreement and the Related Agreements, (ii) with respect to transactions for which there is a binding commitment existing prior to the date hereof disclosed in the Disclosure Schedules, and (iii) transactions described on Schedule 7.3 which do not vary materially from the terms set forth on such Schedule 7.3, or in the Ordinary Course of Business without first obtaining the written consent of the other Parties):
Material Transactions. Except as contemplated by this Agreement, prior to the Effective Time, each party hereto, including its respective subsidiaries, if any, will not, without first obtaining the written consent of the other parties hereto:
Material Transactions. Except the extent disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus or for discussions or negotiations in the ordinary course of business, the Company is not currently party to any agreement in respect of: (i) the purchase of any material assets and properties or any interest therein or the sale, transfer or other disposition of any material assets and properties or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares or otherwise; or (ii) the change of control of the Company (whether by sale or transfer of shares or sale of all or substantially all of the assets and properties of the Company or otherwise).
Material Transactions. Prior to the Closing, neither OTM nor NAS will, without first obtaining the written consent of the other parties hereto:
Material Transactions. Entered into any material transactions other than in the Ordinary Course of Business.
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Material Transactions. All material transactions of Lassen have been promptly or properly recorded or filed in or with its respective books and records.
Material Transactions. (x) Except as disclosed in Exhibit 6.2(x) to the MedPartners Disclosure Schedule or as contemplated by this Plan of Merger, prior to the Effective Time, neither MedPartners nor any MedPartners Subsidiary, MedPartners Partnership or Other MedPartners Entity will (other than as required pursuant to the terms of this Plan of Merger and the related documents), without first obtaining the written consent of PhyCor: (a) amend its Certificate of Incorporation or Bylaws or similar organizational documents; (b) (i) declare, set aside or pay any dividend or other distribution with respect to its capital stock, (ii) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock; (iii) issue, sell, pledge, dispose of or encumber any securities (or any rights to acquire such securities), other than shares issued upon the exercise of options outstanding on the date hereof in accordance with the option plans as in effect on the date hereof and securities issued pursuant to existing contractual obligations or in connection with the acquisition of businesses; or (iv) split, combine or reclassify its outstanding capital stock; (c) acquire or agree to acquire, any material assets or business either by purchase, merger or otherwise, the acquisition of which would require the filing by MedPartners of a Current Report on Form 8-K under the Exchange Act; (d) transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any material assets other than in the ordinary and usual course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, (i) grant any increase in the compensation payable or to become payable to any of its executive officers or key employees, (ii)(A) adopt any new, or (B) amend or otherwise increase, or accelerate the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or A-21 22 other employee benefit plan agreement or arrangement, (iii) enter into any employment or severance agreement with or, except in accordance with the existing written agreements, grant any severance or termination pay to any officer, director, key employee or group of employees or (iv) increase the compensation or benefits of any officer, director, key employee or group of employees; (f) modify, amend or terminate any ...
Material Transactions. Since the Latest Year-End Balance Sheet Date, the Business has been operated in the manner described in Section 7.1 and neither the Company nor any Subsidiary has taken any action that would have been prohibited by Section 7.1 had that Section been effective since the Latest Year-End Balance Sheet Date.
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