Common use of Certain Prohibited Actions Clause in Contracts

Certain Prohibited Actions. During the term of this Agreement, without the prior written consent of the Company, neither Cygne nor CGFE shall, and each shall cause each of its Affiliates not to, singly or as part of a "group", directly or indirectly, through one or more intermediaries or otherwise (i) make, or in any way partici- xxxx, directly or indirectly, in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to the Common Stock or any securities of the Company Subsidiaries (including by the execution of actions by written consent), become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or seek to advise or influence any person or entity with respect to the voting of any shares of Common Stock or any securities of the Company Subsidiaries; (ii) initiate, propose, or participate in the solicitation of stockholders for the approval of one or more stockholder proposals with respect to the Company, as described in Rule 14a-8 under the Exchange Act, or induce or encourage any other individual or entity to initiate any stockholder proposal relating to the Company; (iii) form, join, influence or participate in a "group", or act in concert with any other person or entity, for the purpose of acquiring, holding, voting or disposing of any securities of the Company or the Company Subsidiaries or taking any other actions prohibited under this Section 3.01; (iv) hold any discussions with another Person regarding, make any proposal to or any public announcement relating to a tender or exchange offer for any securities of the Company or the Company Subsidiaries, or a merger, business combination, sale of assets, liquidation, restructuring, recapitalization or other extraordinary corporate transaction relating to the Company or any of the Company Subsidiaries or its or their material assets or take any action which might require the Company to make a public announcement regarding any of the foregoing; (v) cause the merger of Cygne or CGFE with or into, the consolidation of the Cygne or CGFE with, or the sale of the business or assets of Cygne or CGFE substantially as an entirety to, any other Person unless (A) Cygne or CGFE, as the case may be, is the surviving Person or the surviving Person agrees in writing to be bound by this Agreement and (B) within 120 days after consummation of the transaction, the surviving Person disposes of all shares of Common Stock owned by it (in excess of those owned by Cygne or CGFE, as the case may be, prior to consummation of the transaction); (vi) act, alone or in concert with others (including by providing financing for another party), to seek or offer to control the Company; (vii) deposit any Acquisition Shares in a voting trust or subject any Acquisition Shares to any arrangement or agreement with respect to the voting thereof (except pursuant to Section 3.03 below); (viii) execute any written consents; (ix) enter into any discussions, negotiations, arrangements or understandings with or provide any information to any third party with respect to any of the foregoing; (x) disclose any intention, plan or arrangement inconsistent with the foregoing prohibitions or advise or assist any other Person in connection with any activity included in the foregoing prohibitions; or (xi) seek, request, or propose any waiver, modification, amendment or termination of any provision of this Section 3.01 (other than any request or proposal made or solicited by the Company).

Certain Prohibited Actions. During the term of this AgreementTerm, without the prior written consent of the CompanyCompany duly authorized by the Board or except as otherwise required or authorized by this Agreement, neither Cygne nor CGFE shallXxxx will not, and each shall will cause each of its Affiliates his controlled affiliates not to, singly or as part of a "group", ," directly or indirectly, through one or more intermediaries or otherwise (i) make, or in any way partici- xxxxparticipate, directly or indirectly, in, in any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act")) with respect to the Common Stock or any securities of the Company Subsidiaries Voting Securities (including by the execution of actions by written consent), or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or seek to advise or influence any person or entity with respect to the voting of any shares of Common Stock or Voting Securities other than consistent with any securities proxy solicitation on behalf of the Company SubsidiariesBoard of Directors of the Company; (ii) initiate, propose, propose or participate in the solicitation of stockholders shareholders for the approval of of, one or more stockholder shareholder proposals with respect to the Company, Company (as described in Rule 14a-8 under the Exchange Act, ) or induce or encourage any other individual or entity to initiate any stockholder shareholder proposal relating to the Company; (iii) form, join, influence or participate in a "group", or ," act in concert with any other person or entity, entity or otherwise become a "person," for the purpose of acquiring, holding, voting or disposing of any securities of the Company or the Company Subsidiaries or taking any other actions prohibited under this Section 3.015 or any other provision of this Agreement; (iv) hold any discussions with another Person regarding, make any proposal to or or, except as may be required by law, any public announcement relating to a tender or exchange offer for any securities of the Company or the Company SubsidiariesVoting Securities, or a merger, business combination, sale of assets, liquidation, restructuring, recapitalization or other extraordinary corporate transaction relating to the Company or any of the Company Subsidiaries or its or their material assets or take any action which might require the Company to make a public announcement regarding any of the foregoingassets; (v) cause the merger of Cygne or CGFE with or into, the consolidation of the Cygne or CGFE with, or the sale of the business or assets of Cygne or CGFE substantially as an entirety to, any other Person unless (A) Cygne or CGFE, as the case may be, is the surviving Person or the surviving Person agrees in writing to be bound by this Agreement and (B) within 120 days after consummation of the transaction, the surviving Person disposes of all shares of Common Stock owned by it (in excess of those owned by Cygne or CGFE, as the case may be, prior to consummation of the transaction); (vi) act, act alone or in concert with others (including by providing financing for another party), to seek or offer to control the Company; (viivi) deposit any Acquisition Shares Voting Securities in a voting trust or subject any Acquisition Shares Voting Securities to any arrangement or agreement with respect to the voting thereof other than in connection with this Agreement; or (except pursuant to Section 3.03 below); (viii) execute any written consents; (ix) enter into any discussions, negotiations, arrangements or understandings with or provide any information to any third party with respect to any of the foregoing; (xvii) disclose any intention, plan or arrangement inconsistent with the foregoing prohibitions or advise or assist consent any other Person person in connection with any activity included in the foregoing prohibitions; provided, however, that nothing contained herein shall prohibit the Company from publicly announcing its position with respect to any matter concerning the Company or (xi) seek, request, or propose prohibit Xxxx from making any waiver, modification, amendment or termination of any provision of this Section 3.01 (other than any request or proposal disclosures required to be made or solicited by the Company)under applicable securities laws.

Certain Prohibited Actions. During the term of this Agreement, without the prior written consent Borrower shall not directly or indirectly -------------------------- do any of the Company, neither Cygne nor CGFE shall, and each shall cause each of its Affiliates not to, singly or as part of a "group", directly or indirectly, through one or more intermediaries or otherwise following: (i) makechange its principal place of business or chief executive office without first giving Lender 30 days' prior notice; (ii) make any change, amendment or modification to the organizational documents of Borrower, or otherwise take any action which could result in Borrower not being a Special Purpose Bankruptcy Remote Entity; (iii) subject to Section 5.9.4(ix), cancel or otherwise forgive or release any way partici- xxxxclaim (other than with respect to minor non-monetary obligations) or debt owed to Borrower by any Person, directly except for adequate consideration and in the ordinary course of Borrower's business in its reasonable judgment; (iv) create, incur or indirectlyassume any indebtedness other than the Debt and unsecured trade payables incurred in the ordinary course of business relating to the ownership and operation of the Property which do not exceed, inat any time, a maximum amount of 1% of the original amount of the Principal and are paid, subject to the last sentence of this Section 5.15, within 45 days of the date incurred (collectively, "Permitted Indebtedness"); (v) Transfer any License required for the operation of the Property; or (vi) maintain, sponsor, contribute to or become obligated to contribute to, or suffer or permit any ERISA Affiliate of Borrower to, maintain, sponsor, contribute to or become obligated to contribute to, any Plan or permit the assets of Borrower to become "solicitationplan assets" within the meaning of "proxies" (as such terms are defined or used in Regulation 14A under 29 C.F.R. Section 2510.3-101. Notwithstanding the Exchange Act) foregoing, with respect to the Common Stock 45-day period set forth in clause (iv) above, Borrower may, after prior notice to Lender, at its own expense, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity of any securities such Permitted Indebtedness (during which time such 45-day period shall be tolled), provided that if Borrower desires to withhold payment of such Permitted Indebtedness during the pendency of the Company Subsidiaries contest, (including by the execution i) no Default or Event of actions by written consent)Default has occurred and is continuing, become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or seek to advise or influence any person or entity with respect to the voting of any shares of Common Stock or any securities of the Company Subsidiaries; (ii) initiateno part of or interest in any Property will be in danger of being sold, proposeforfeited, terminated, canceled or participate in the solicitation of stockholders for the approval of one or more stockholder proposals with respect to the Companylost, as described in Rule 14a-8 under the Exchange Act, or induce or encourage any other individual or entity to initiate any stockholder proposal relating to the Company; (iii) form, join, influence or participate Borrower shall have furnished such security as may be required in a "group"the proceeding, or act in concert with any other person or entityas may be requested by Lender, for to insure the purpose of acquiring, holding, voting or disposing payment of any securities such Permitted Indebtedness, together with all interest and penalties thereon, which shall not be less than 125% of the Company or the Company Subsidiaries or taking any other actions prohibited under this Section 3.01; Permitted Indebtedness being contested, and (iv) hold any discussions Borrower shall promptly upon final determination thereof pay the amount of such Permitted Indebtedness, together with another Person regardingall costs, make any proposal interest and penalties and Borrower shall be permitted to or any public announcement relating to a tender or exchange offer for any securities of the Company or the Company Subsidiaries, or a merger, business combination, sale of assets, liquidation, restructuring, recapitalization or other extraordinary corporate transaction relating to the Company or any of the Company Subsidiaries or its or their material assets or take any action which might require the Company use such security to make a public announcement regarding any of the foregoing; (v) cause the merger of Cygne or CGFE with or into, the consolidation of the Cygne or CGFE with, or the sale of the business or assets of Cygne or CGFE substantially as an entirety to, any other Person unless (A) Cygne or CGFE, as the case may be, is the surviving Person or the surviving Person agrees in writing to be bound by this Agreement and (B) within 120 days after consummation of the transaction, the surviving Person disposes of all shares of Common Stock owned by it (in excess of those owned by Cygne or CGFE, as the case may be, prior to consummation of the transaction); (vi) act, alone or in concert with others (including by providing financing for another party), to seek or offer to control the Company; (vii) deposit any Acquisition Shares in a voting trust or subject any Acquisition Shares to any arrangement or agreement with respect to the voting thereof (except pursuant to Section 3.03 below); (viii) execute any written consents; (ix) enter into any discussions, negotiations, arrangements or understandings with or provide any information to any third party with respect to any of the foregoing; (x) disclose any intention, plan or arrangement inconsistent with the foregoing prohibitions or advise or assist any other Person in connection with any activity included in the foregoing prohibitions; or (xi) seek, request, or propose any waiver, modification, amendment or termination of any provision of this Section 3.01 (other than any request or proposal made or solicited by the Company)such payment.

Certain Prohibited Actions. During the term of this AgreementTerm, without the prior written consent of the CompanyCompany duly authorized by the Board or except as otherwise required or authorized by this Agreement, neither Cygne nor CGFE shalleach of the Shareholders will not, and each shall will cause each of its Affiliates controlled affiliates not to, singly or as part of a "group", ," directly or indirectly, through one or more intermediaries or otherwise (i) make, or in any way partici- xxxxparticipate, directly or indirectly, in, in any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act")) with respect to the Common Stock or any securities of the Company Subsidiaries Voting Securities (including by the execution of actions by written consent), or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or seek to advise or influence any person or entity with respect to the voting of any shares of Common Stock or Voting Securities other than consistent with any securities proxy solicitation on behalf of the Company SubsidiariesBoard of Directors of the Company; (ii) initiate, propose, propose or participate in the solicitation of stockholders for the approval of of, one or more stockholder proposals with respect to the Company, Company (as described in Rule 14a-8 under the Exchange Act, ) or induce or encourage any other individual or entity to initiate any stockholder proposal relating to the Company; (iii) form, join, influence or participate in a "group", or ," act in concert with any other person or entity, entity or otherwise become a "person," for the purpose of acquiring, holding, voting or disposing of any securities of the Company or the Company Subsidiaries or taking any other actions prohibited under this Section 3.015 or any other provision of this Agreement; (iv) hold any discussions with another Person regarding, make any proposal to or or, except as may be required by law, any public announcement relating to a tender or exchange offer for any securities of the Company or the Company SubsidiariesVoting Securities, or a merger, business combination, sale of assets, liquidation, restructuring, recapitalization or other extraordinary corporate transaction relating to the Company or any of the Company Subsidiaries or its or their material assets or take any action which might require the Company to make a public announcement regarding any of the foregoingassets; (v) cause the merger of Cygne or CGFE with or into, the consolidation of the Cygne or CGFE with, or the sale of the business or assets of Cygne or CGFE substantially as an entirety to, any other Person unless (A) Cygne or CGFE, as the case may be, is the surviving Person or the surviving Person agrees in writing to be bound by this Agreement and (B) within 120 days after consummation of the transaction, the surviving Person disposes of all shares of Common Stock owned by it (in excess of those owned by Cygne or CGFE, as the case may be, prior to consummation of the transaction); (vi) act, act alone or in concert with others (including by providing financing for another party), to seek or offer to control the Company; (viivi) deposit any Acquisition Shares Voting Securities in a voting trust or subject any Acquisition Shares Voting Securities to any arrangement or agreement with respect to the voting thereof other than in connection with this Agreement; or (except pursuant to Section 3.03 below); (viii) execute any written consents; (ix) enter into any discussions, negotiations, arrangements or understandings with or provide any information to any third party with respect to any of the foregoing; (xvii) disclose any intention, plan or arrangement inconsistent with the foregoing prohibitions or advise or assist consent any other Person person in connection with any activity included in the foregoing prohibitions; provided, however, that nothing contained herein shall prohibit the Company from publicly announcing its position with respect to any matter concerning the Company or (xi) seek, request, or propose prohibit the Shareholders from making any waiver, modification, amendment or termination of any provision of this Section 3.01 (other than any request or proposal disclosures required to be made or solicited by the Company)under applicable securities laws.

Certain Prohibited Actions. During Other than in support of the term of this AgreementMetropolitan Nominees, during the Term, without the prior written consent of Metropolitan, the CompanyStockholder and any other parties hereto, neither Cygne nor CGFE shallwith respect to the election of Directors or by law amendments to increase the number of directors as described above, will not, and each shall will cause each of its Affiliates controlled affiliates not to, singly or as part of a "group", directly or indirectly, through one or more intermediaries or otherwise intermediaries: (i) make, support, or vote in favor of, or in any way partici- xxxxparticipate, directly or indirectly, in, in any "solicitation" of or "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to the Common Stock or any securities of the Company Subsidiaries Voting Securities (including by the execution of actions by written consent), become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 14A-11 under the Exchange Act) with respect to the Company or seek to advise or influence any person or entity with respect to the voting of any shares of Common Stock or any securities of the Company SubsidiariesVoting Securities; (ii) initiate, propose, or participate in the solicitation of stockholders for the approval of of, one or more stockholder proposals with respect to the Company, as described Company in Rule 14a-8 14A-8 under the Exchange Act, Act or induce or encourage any other individual or entity to initiate any stockholder proposal relating to the Company; (iii) form, join, influence or participate in a "group", or act in concert with any other person or entityentity or otherwise become a "person", for the purpose of acquiring, holding, voting or disposing of any securities of the Company or the Company Subsidiaries Voting Securities or taking any other actions prohibited under this Section 3.015; (iv) hold any discussions with another Person regarding, make any proposal to or any public announcement relating to a tender or exchange offer for any securities of the Company or the Company Subsidiaries, or a merger, business combination, sale of assets, liquidation, restructuring, recapitalization or other extraordinary corporate transaction relating to the Company or any of the Company Subsidiaries or its or their material assets or take any action which might require the Company to make a public announcement regarding any of the foregoing; (v) cause the merger of Cygne or CGFE with or into, the consolidation of the Cygne or CGFE with, or the sale of the business or assets of Cygne or CGFE substantially as an entirety to, any other Person unless (A) Cygne or CGFE, as the case may be, is the surviving Person or the surviving Person agrees in writing to be bound by this Agreement and (B) within 120 days after consummation of the transaction, the surviving Person disposes of all shares of Common Stock owned by it (in excess of those owned by Cygne or CGFE, as the case may be, prior to consummation of the transaction); (vi) act, alone or in concert with others (including by providing financing for another party), to seek or offer to control the CompanyCompany (provided that actions of the Metropolitan Nominees on the Board pursuant to Section 3(a) shall not be deemed a violation of the foregoing); (viiv) deposit any Acquisition Shares Voting Securities in a voting trust or subject any Acquisition Shares Voting Securities to any arrangement or agreement with respect to the voting thereof thereof; or (except pursuant to Section 3.03 below); (viii) execute any written consents; (ix) enter into any discussions, negotiations, arrangements or understandings with or provide any information to any third party with respect to any of the foregoing; (xvi) disclose any intention, plan or arrangement inconsistent with the foregoing prohibitions or advise or assist any other Person person in connection with any activity included in the foregoing prohibitions; or (xi) seekPROVIDED HOWEVER, requestthat nothing contained herein shall prohibit any person, or propose including the Stockholder from publicly announcing his position as a director with respect to any waiver, modification, amendment or termination of any provision of this Section 3.01 (other than any request or proposal made or solicited by matter concerning the Company).