Certain Business Activities. Neither the Company nor any subsidiary thereof nor, to the Company’s knowledge, any director, officer, employee, consultant or agent acting on behalf of the Company or any subsidiary thereof has (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, (b) made any unlawful payment to any foreign or domestic government official or employee or any foreign or domestic political party, campaign or candidate for political office or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, (c) consummated any transaction, made any payment, entered into any Contract or arrangement or taken any other action in violation of Section 1128B(b) of the U.S. Social Security Act, as amended, or (d) made any other similar unlawful payment under any similar foreign Laws. To the Knowledge of the Company, no officer or director of the Company and its subsidiaries thereof is a foreign or domestic government official or employee or a candidate for any foreign or domestic political office.
Certain Business Activities. (i) Subject to Section 4.03(b) and any contractual obligations by which the Company or any or all of the Members may be bound from time to time, none of the Members nor any of their Affiliates shall have a duty to refrain from engaging directly or indirectly, in the same or similar business activities or lines of business as the Company or any of the Company’s Affiliates, including those business activities or lines of business deemed to be competing with the Company or any of the Company’s Affiliates. To the fullest extent permitted by law none of the Members nor any of their Affiliates, nor any of their respective officers or directors, shall be liable to the Company or its Members, or to any Affiliate of the Company or such Affiliates stockholders or members, for breach of any fiduciary duty, solely by reason of any such activities of any Member or its Affiliates, or of the participation therein by any officer or director of any Member or its Affiliates.
(ii) To the fullest extent permitted by law, but subject to any contractual obligations by which the Company or any or all of the Members may be bound from time to time, none of the Members nor any of its Affiliates shall have a duty to refrain from doing business with any client, customer or vendor of the Company or any of the Company’s Affiliates, and without limiting Section 4.03(b), none of the Members nor any of their Affiliates nor any of their respective officers, directors or employees shall be deemed to have breached his, her or its fiduciary duties, if any, to the Company or its Members or to any Affiliate of the Company or such Affiliate’s stockholders or members solely by reason of engaging in any such activity. Any member of the board of Evolent Health, Inc. nominated by a Member pursuant to the Stockholders Agreement may consider both the interests of such Member and such Member’s obligations hereunder in exercising such board member’s powers, rights and duties hereunder and as a director of the Managing Member.
Certain Business Activities. From the Execution Date until the Closing and except as contemplated by this Agreement or as required by applicable Law, without the prior written consent of the other Parties hereto, neither of the Parties shall, and each shall not take any action to cause any other Party to, take any action that would be reasonably likely to result in a Material Adverse Effect on its ability to perform any of its obligations under this Agreement, including, without limitation, in the case of the General Partner, transferring the General Partner Units or the Incentive Distribution Rights.
Certain Business Activities. Borrower shall not, nor shall it cause, permit or allow any Subsidiary to engage in any business or activity not permitted by all applicable laws and regulations.
Certain Business Activities. From the date hereof until the earlier of the Closing and the termination of this Agreement, and except as otherwise contemplated by this Agreement or as required by applicable law, without the prior written consent of the other Parties, no Party shall, and each shall not take any action to cause any other Party to, take any action that would be reasonably likely to result in a Material Adverse Effect (including, on such Party’s ability to perform any of its obligations under this Agreement).
Certain Business Activities. Neither Parent nor any of its Affiliates is engaged in the business of providing ocean freight carriage between the continental United States and each of Alaska and Puerto Rico, nor does Parent or any of its Affiliates have any plan to provide such services or otherwise enter the Alaska or Puerto Rico market (other than through the Transactions).
Certain Business Activities. From the date hereof until the Closing and except as contemplated by the Transactions or as required by applicable Law, without the prior written consent of the other Parties hereto, each of the Parties shall not, and shall not take any action to cause any other Party to:
(a) take any action that would be reasonably likely to result in a material adverse effect on its ability to perform any of its obligations under this Agreement, including, without limitation, in the case of PAA GP, transferring the PAA General Partner Interest and, in the case of AAP, transferring the PAA GP Membership Interests or the PAA IDRs;
(b) in the case of AAP, except (i) as provided by Section 4.10, (ii) to fund capital contributions by PAA GP to PAA in accordance with Section 5.2(b) of the PAA Partnership Agreement, or (iii) to fund out-of-pocket fees and expenses incurred by or on behalf of AAP, PAGP GP or PAGP in connection with the Transactions, incur any additional indebtedness, obligations or liabilities under the AAP Credit Agreement or any related collateral or other agreement; provided, however, that any incurrence of indebtedness under clause (iii) shall only be permitted to fund out-of-pocket fees and expenses that do not exceed $10 million (less any cash balances reserved for expenses payable by AAP, PAGP or PAGP GP for Transaction expenses pursuant to Section 2.5(d));
(c) in the case of PAA, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of any additional Equity Interests, any appreciation rights or any Rights or (ii) enter into any agreement with respect to the foregoing, without the prior written consent of PAGP, such consent not to be unreasonably withheld conditioned or delayed; provided, however, that notwithstanding the restrictions set forth in (i) or (ii), PAA may issue (A) up to $600 million of Equity Interests or Rights in PAA, (B) any PAA Series A PIK Units pursuant to the terms of the PAA Partnership Agreement or (C) Equity Interests or Rights under PAA’s long-term incentive plans;
(d) split, combine or reclassify any of its Equity Interests or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for its Equity Interests;
(e) repurchase, redeem or otherwise acquire any of its Equity Interests (other than pursuant to employee benefit plans, qualified stock option plans or employee compensation plans); or
(f) take any action that would be reasonably likely to r...
Certain Business Activities. Neither the Company nor, to the Company’s knowledge, any director, officer, employee, consultant or agent acting on behalf of the Company has (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, (b) made any unlawful payment to any foreign or domestic government official or employee or any foreign or domestic political party, campaign or candidate for political office or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, (c) consummated any transaction, made any payment, entered into any Contract or arrangement or taken any other action in violation of Section 1128B(b) of the U.S. Social Security Act, as amended, or (d) made any other similar unlawful payment under any similar foreign Laws. To the knowledge of the Company, no officer or director of the Company is a foreign or domestic government official or employee or a candidate for any foreign or domestic political office.
Certain Business Activities. (a) From the date hereof until the Closing and except as contemplated by this Agreement or as required by applicable Law, without the prior written consent of the other Parties hereto, each of the Parties shall not, and shall not take any action to cause any other Party to, take any action that would be reasonably likely to prevent or materially impair, delay or interfere with the ability of such Party to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which such Party is a party, including, for the avoidance of doubt and without limitation, (x) in the case of the General Partner, selling, assigning, exchanging or otherwise transferring the GP Interest, and (y) in the case of the Sponsor, selling, assigning, exchanging or otherwise transferring the IDRs, in each case to any Person other than the Partnership (or its designee) pursuant to this Agreement.
(b) From the date hereof until the Closing and except as contemplated by this Agreement, as required by applicable Law or as agreed to in writing by the other Parties hereto, each of the Parties shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice.
(c) Prior to the Closing Date, the Board of Directors shall only declare distributions in the ordinary course and consistent with past practice, including with timing consistent with past practice; provided, that the amount of any quarterly distribution declared prior to the Closing Date shall not exceed $0.25 per Common Unit without the consent of the Conflicts Committee.
Certain Business Activities. (i) Neither the Company, the Subsidiaries, controlled Affiliates nor, any of their respective officers, directors or employees, or to the Knowledge of the Company, any agents or representatives or any Affiliate of or any Person associated with or acting for or on behalf of the Company, has directly or indirectly, acting for or on behalf the Company:
(A) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments, including having made or attempted to make any improper contribution or gift, bribe, rebate, payoff, influence payment, kickback, or other improper payment to any Person, private or public, regardless of what form, whether in money, property, or services to (A) obtain favorable treatment for business or Contracts secured, (B) pay for favorable treatment for business or Contracts secured, or (C) obtain special concessions or for special concessions already obtained, in each of clauses (A), (B) and (C) in violation of any requirement of applicable Law;
(B) to the Company’s Knowledge, made or attempted to make any such contribution or gift, bribe, rebate, payoff, influence payment, kickback, or other improper payment in violation of any applicable written policy of the Company;
(C) established or maintained any fund or asset for the purpose of making any such contribution or gift, bribe, rebate, payoff, influence payment, kickback, or other improper payment in violation of any applicable Law or applicable written policy of the Company and which the Company or any of its officers, directors or employees has willfully failed to record in the Business Books and Records; or
(D) consummated any transaction, made any payment, entered into any contract or arrangement or taken any other action in violation of Section 1128B(b) of the U.S. Social Security Act, as amended.
(ii) No officer or director of the Company is a foreign or domestic government official or employee or a candidate for any foreign or domestic political office.
