Actions Inconsistent with this Agreement. Shareholder shall not ---------------------------------------- (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge, assignment, encumbrance or other disposition) or consent to any transfer of, any or all of the Shares or any interest therein, except pursuant to the Merger, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all such Shares or any interest therein, (iii) grant any proxy, power-of- attorney or other authorizations in or with respect to such Shares or (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares.
Actions Inconsistent with this Agreement. Between the date hereof and the Closing Date, neither the Purchaser nor the Company will take any action inconsistent with this Agreement. For the avoidance of any doubt, nothing herein shall require the Purchaser to take or refrain from taking any action as a shareholder or investor in the Company.
Actions Inconsistent with this Agreement. Neither the Purchaser nor the Company will take any action inconsistent with this Agreement. For the avoidance of any doubt, nothing herein shall require the Purchaser to take or refrain from taking any action as a shareholder or investor in the Company. Nothing herein shall prohibit the Purchaser from exercising, prior to the Closing, any rights it may have under the Equipment Purchase Agreement to sell the Purchased Assets or assign the Equipment Agreements to third parties.
Actions Inconsistent with this Agreement. For so long as ---------------------------------------- Shareholder is obligated to vote in favor of the Merger set forth in Section 1, Shareholder shall not (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge (other than a pledge or collateral assignment effected in connection with any contract or other agreement relating to the Shares, including, without limitation, contracts commonly known as "cashless collar agreements" or "liquidity contracts" or other derivative arrangements so long as the parties thereto other than the Shareholder cannot exercise any voting rights with respect to such Shares until May 15, 2000), assignment, encumbrance or other disposition), or consent to any transfer of, any or all of the Shares or any interest therein, except pursuant to the Merger or (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all such Shares or any interest therein unless, in either case, (x) the transferee of such Shares is an affiliate of such Shareholder, including without limitation, any trust or similar arrangement pursuant to which the Shareholder retains the power to vote the Shares as trustee or otherwise, or is otherwise reasonably acceptable to Shire and such transferee agrees, in a writing reasonably acceptable to Shire, to vote such Shares in accordance with the terms of Section 1 as if such transferee were the Shareholder and (y) such transaction does not occur within 30 days as of the Effective Time. In addition, until Section 1 has terminated in accordance with paragraph 7, Shareholder shall not grant any proxy, power-of-attorney or other authorizations in or with respect to such Shares or deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares in any way inconsistent with the terms of this Agreement.
Actions Inconsistent with this Agreement. If any of the following occur prior to FERC granting a New License:
a. Final Terms and Conditions under FPA sections 4(e), 18, or 10(j) are filed with FERC that are inconsistent with this Agreement;
b. 401 Certification is denied or issued with conditions inconsistent with this Agreement;
c. A TMDL determination is made that is inconsistent with this Agreement;
d. A state water right is denied, or issued with conditions inconsistent with this Agreement;
e. The final biological opinion developed pursuant to the ESA requires measures inconsistent with this Agreement;
f. A final TMDL load allocation or water quality management plan has not been made with respect to any identified water-quality-limited parameter at the Project, and ODEQ reserves the right to modify the 401 Certification requirements pursuant to a TMDL determination to be made after the New License becomes final without agreement with PacifiCorp on the range of requirements that may be imposed, or
g. An adverse finding by USDA-FS and BLM under section 7(a) of the WSRA as described under Section 1.1.10 above, then this Agreement shall be deemed modified to conform to the action of the Governmental Party, unless any Party provides notice that it disputes the inconsistency during the applicable appeal period under the conditioning agency’s regulations or within 30 days after such action of the Governmental Party in each case, and such Party initiates the ADR Procedures. Any Party may, in addition, initiate the appeal procedure described in Section 22.4.2. If PacifiCorp completes ADR and the relevant appeals, or abandons appeals, and one or more of the above items remains materially inconsistent with this Agreement and, in the case of the 401 Certification, is Materially Adverse, PacifiCorp may withdraw from this Agreement. If, after ADR and completion or abandonment of any appeals, one or more of the above items remains materially inconsistent with this Agreement, a Governmental Party may withdraw from this Agreement. Further, if condition 22.2.1.f above exists, or if ODEQ includes in its 401 Certification conditions materially inconsistent with Sections 1.1.6.2.a and b, PacifiCorp may withdraw from this Agreement in accordance with this Section 22. The conditions of the 401 Certification, as modified by inclusion of TMDL conditions, shall be “Materially Adverse” to PacifiCorp if the sum of (a) increased capital costs caused solely by such certification plus (b) increased operating costs caused so...
