Without Agent s prior written consent, there shall occur any (i) merger, acquisition or consolidation transaction involving Borrower or (ii) sale of all or substantially all of the assets of Borrower.
Without Agent s prior written consent, neither Borrower nor TOGA will merge or consolidate with or into any other business entity, create any additional Subsidiaries of TOGA other than those in existence on the date hereof or enter into any contracts (including contracts to borrow money) with any Subsidiaries of TOGA.
Without Agent s prior written consent, Borrower shall not create, incur, assume, or suffer to exist any Lien upon any of its property or assets, now owned or hereafter acquired, except for the following ("Permitted Liens"):
Examples of Without Agent in a sentence
Decisions With and Without Agent Support in Conditions of High Uncertainty The results of this analysis are consistent with literature presented in the background section of this paper.
Without Agent: In this case, agents for auditing Active Directory, Group Policy, and Exchange Server will not be installed.
Passives Without Agent By Phrases: Agent less, or short, passives, as illustrated in (11b), are more common in both written and spoken English than are passives with an agent phrase, called long passives.
Distribution of Passive Voice With Agent versus Without Agent in ETITSsAs can be seen from the table above, in ETITSs, the use of the passive voice with the agent omitted considerably outnumbers that the one with the presence of the agent (83% versus 17%).
More Definitions of Without Agent
Without Agent s prior written consent, Borrower shall not incur, assume, or suffer to exist, any debt other than (i) the Obligations; (ii) indebtedness and liabilities of Borrower identified in EXHIBIT 4.13; (iii) indebtedness and liabilities of Borrower that have been subordinated to the Obligations by written agreement in form and substance acceptable to Agent and Majority Banks; (iv) accounts payable to trade creditors for goods or services that are not aged more than ninety (90) days from the billing date and current operating liabilities (other than for borrowed money) that are not more than ninety (90) days past due, in each case incurred in the ordinary course of business, as presently conducted, and paid within the specified time, unless contested in good faith and by appropriate proceedings; and (vi) debt of the Borrower secured by purchase-money liens that are Permitted Liens.
Without Agent s prior written consent, Borrower shall not create, incur, assume, or suffer to exist any obligation as lessee for the rental or hire of any real or personal property, except: (1) leases existing on the date of this Agreement and any extensions or renewals thereof; (2) leases with any Bank or an affiliate of such Bank; and (3) leases (other than capital leases) that do not in the aggregate require the Borrower to make payments (including taxes, insurance, maintenance, and similar expenses that the Borrower is required to pay under the terms of any lease) in any fiscal year of the Borrower in excess of One Hundred Thousand Dollars ($100,000), which amount shall be included in the $100,000 limitation of 6.1(viii)(d) above.
Without Agent s prior written consent, Borrower shall not assume, guarantee, endorse, or otherwise be or become directly or contingently responsible or liable (including, but not limited to, an agreement to purchase any obligation, stock, assets, goods, or services, or to supply or advance any funds, assets, goods, or services, or an agreement to maintain or cause such Person to maintain a minimum working capital or net worth, or to otherwise assure the creditors of any Person against loss) for obligations of any Person, except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.
Without Agent s prior consent, Sportmart shall not permit Sportdepot to, directly or indirectly: (a) sell, transfer or assign to any Person any of Sportdepot's Stock or any of Sportdepot's assets, unless (i) Sportmart or Sportdepot, as the case may be, receives consideration in the form of cash at the time of such sale, transfer or assignment in an amount not less than the fair market value of the Stock or assets subject to such sale, transfer or assignment and (ii) the net proceeds thereof are received by or distributed to Sportmart within five (5) Business Days after the closing of such sale, transfer or assignment, (b) in the case of Sportdepot, incur any Indebtedness other than the guaranty described in clause (c) of this Section 6.16, (c) create, incur, ------------- assume, or suffer to exist any lien on any asset of Sportdepot, or on any income or profits therefrom, or assign or convey any right to receive income therefrom; provided, however, that, if Sportmart has not sold, transferred or assigned its -------- ------- Stock in Sportdepot, and Sportdepot has not sold, transferred or assigned its real property assets, to any Person within one year of the date of this Financing Agreement, Sportmart shall cause Sportdepot immediately to grant in favor of Agent a guaranty, in form and substance satisfactory to Agent, of the Obligations under this Financing Agreement, which guaranty shall be secured by an appropriate mortgage or security agreement, in form and substance satisfactory to Agent, granting to Agent liens on and security interests in all of Sportdepot's assets, (d) declare or pay any dividend or make any distribution on account of any Stock in Sportdepot, unless such distributions are made to Sportmart, and (e) purchase, redeem or otherwise acquire or retire for value any Stock of Sportdepot.
Without Agent s prior written consent, which shall not be unreasonably withheld, declare, pay or make any dividend or distribution on any shares of the common stock or preferred stock of any Borrower (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any common or preferred stock, or of any options to purchase or acquire any such shares of common or preferred stock of any Borrower.
Without Agent s consent (which shall not be unreasonably withheld), no Borrower will (i) change the rights or obligations associated with, or the terms of, any class of Capital Stock now issued by any Borrower or (ii) issue any new class of Capital Stock of any Borrower.
Without Agent s prior written consent, Borrower shall not amend, modify or terminate the public offering statement, Declaration, Declaration of Trust or the covenants, conditions, easements or restrictions against the Resorts in any material respect (or any portion thereof), except that if any amendment or modification is required either (a) to cause additional Units and Intervals to be annexed into the timeshare regimen of the Resort, or (b) by law, Borrower shall implement the same and give prompt written notice thereof to Agent.