Company Restrictions Clause Samples
The Company Restrictions clause sets out specific limitations or prohibitions on the actions a company may take during the term of an agreement. Typically, this clause may restrict the company from engaging in certain business activities, entering into competing ventures, or disclosing confidential information. Its core practical function is to protect the interests of the other party by ensuring the company does not act in ways that could undermine the agreement or create conflicts of interest.
Company Restrictions. The Company must use reasonable endeavours to ensure that none of the following occurs except where required by law or by the Listing Rules without the prior written approval of the Investor, such approval not to be unreasonably withheld:
(a) a reorganisation, reclassification, reconstruction, consolidation or subdivision of the capital of the Company or the creation of any different class of securities in the capital of the Company other than employee options approved by the Company in general meeting or issued pursuant to any employee or executive share option plan of the Company;
(b) any buyback, redemption, reduction or cancellation of shares or share capital; or
(c) any decision that will, or is likely to cause a Material Adverse Effect.
Company Restrictions. You may use the Application Software only to process your data or data of your "Affiliates." An "Affiliate" is an entity which is Controlled By you and which has its own set of accounting records. "Controlled By" means ownership of at least 50% of the voting shares. The Application Software may not be used to process the data of any other entity or to operate a service bureau.
Company Restrictions. (a) So long as any Notes remain outstanding, the Company shall not consummate any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the Securities and Exchange Commission or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the ▇▇▇▇ ▇▇▇) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing, the Company shall not, directly or indirectly, cooperate with any person to effect any exchange of securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise) in connection with a proposed sale of such securities from an existing holder of such securities to a third party.
(b) So long as any Notes remain outstanding, the Company shall not, directly or indirectly, without prior written consent of the Investor, (i) issue or sell any convertible securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of, or quotations for, the shares of Common Stock at any time after the initial issuance of such convertible securities, or (B) with a conversion, exercise or exchange price that is subject to being reset on more than one occasion either (x) at some future date after the initial issuance of such convertible securities or (y) upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than customary adjustments for “weighted average” or “full-ratchet” antidilution), or (ii) enter into any agreement (including, without limitation, an “equity line of credit” or an “at-the-market offering”) whereby the Company or any of its subsidiaries may sell securities at a future determined price (in each case, other than customary
Company Restrictions. 7.1 The Company shall, and shall procure that the Host shall, during the Term:
7.1.1 not distribute or allow the Podcast(s) to be distributed anywhere other than on the Global Hosting Platform;
7.1.2 not without Global’s prior written consent, undertake directly or indirectly any engagement or activity with and/or for any other business in relation to podcast content creation, scripting, production, presenting or monetisation for any podcast the content of which is the same subject matter as the Podcast(s) (or substantially similar thereto); and
7.1.3 not without Global’s prior written consent (such consent not to be unreasonably withheld or delayed) use any logo, trade name or trade mark owned or used by Global or any Group Company, except for basic biographical purposes (in relation to which prior consent is not required).
Company Restrictions. Until such time as the Loan has been satisfied in full, without the prior written consent of GWG (which may be granted, withheld or conditioned in GWG’s sole discretion), the Company shall not incur additional indebtedness for borrowed money (including any guarantees of obligations of other Persons) in excess of 45% of the Company’s NAV, inclusive of (i) the Company’s bank debt and (ii) outstanding NPC-B Unit Accounts of Beneficient Company Holdings, L.P.; provided that the bank debt of the Company shall not exceed at any time the lesser of 30% of the Company’s NAV or $200 million.
Company Restrictions. Subject to Section 2.6, until expiration of the last-to-expire Option Period, the Company will not, and will cause its Affiliates and its and their respective directors, officers and representatives not to, directly or indirectly: (i) solicit, discuss, negotiate, or enter into any agreement or arrangement with any Third Party regarding the Products; or (ii) solicit, discuss, negotiate, or enter into any agreement or arrangement with any Third Party regarding the Company Technology or all or any portion of the Company’s Intellectual Property which relates to or includes Company Technology insofar and to the extent such agreement or [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. arrangement relates to the Products; provided that the restrictions set forth in this Section 2.5 will not apply to (a) manufacturing agreements or arrangements or any other agreement or arrangements contemplated by an Ancillary Agreement or (b) any country or countries for which the relevant Option Period has expired or has been terminated and no license has been granted.
Company Restrictions. Until such time that the Stockholder receives full payment of the Redemption Price and the Note is fully satisfied, the Company shall not, without the Stockholders written consent, amend its certificate of incorporation, bylaws or any other governing instrument.
Company Restrictions. Subject to Section 2.6, until expiration of the last-to-expire Option Period, the Company will not, and will cause its Affiliates and its and their respective directors, officers and representatives not to, directly or indirectly: (i) solicit, discuss, negotiate, or enter into any agreement or arrangement with any Third Party regarding the Products; or (ii) solicit, discuss, negotiate, or enter into any agreement or arrangement with any Third Party regarding the Company Technology or all or any portion of the Company’s Intellectual Property which relates to or includes Company Technology insofar and to the extent such agreement or arrangement relates to the Products; provided that the restrictions set forth in this Section 2.5 will not apply to (a) manufacturing agreements or arrangements or any other agreement or arrangements contemplated by an Ancillary Agreement or (b) any country or countries for which the relevant Option Period has expired or has been terminated and no license has been granted.
Company Restrictions. Even though otherwise required or permitted under the terms of this Agreement, no Disposition shall be made or effective in violation of the terms and provisions of any mortgages, covenants or other instruments affecting the Company or the Members and approved by the Manager pursuant to this Agreement.
Company Restrictions. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.2 of the Company Disclosure Schedule or as expressly contemplated or permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld, denied, conditioned or delayed:
(a) sell, lease, license, transfer, convey, assign, or otherwise dispose of any material rights, properties or assets, tangible or intangible, of the Company or its Subsidiaries, other than (i) obsolete or non-used assets or rights or properties or assets with a fair market value not in excess of $1,000,000 in the aggregate or (ii) sales of inventory, products, services or scrap (or related assets and rights transferred in connection with such sales), in the ordinary course of business consistent with past practice;
(b) (i) other than pursuant to borrowings under facilities in existence as of the date hereof and set forth on Section 3.13(a)(viii) of the Company Disclosure Schedule, incur, assume or guarantee any Indebtedness other than (x) the replacement or renewal of letters of credit in existence as of the date hereof with new letters of credit in the same or a lesser amount or (y) entry into new letters of credit or increasing existing letters of credit in an aggregate amount not exceeding $5,000,000, (ii) cancel or waive any claims under any material Indebtedness or amend or modify adversely to the Company in any material respect the terms relating to any such Indebtedness, (iii) other than in the ordinary course of business consistent with past practice, assume, guarantee, endorse or otherwise as an accommodation become responsible for obligations of any Person other than the Company or any of its Subsidiaries, or (iv) other than in the ordinary course of business consistent with past practice make any material loans or advances, except among the Company and any of its Subsidiaries;
(c) adjust, split, combine or reclassify any of its capital stock;
(d) (i) make any loans, payments or other distributions to (x) the Holders or any of their affiliates (other than the Company and its Subsidiaries) (other than in accordance with the terms, as of the date hereof, of an agreement set forth on 3.13(a)(xiv) of the Company Disclosure Schedule) or (y) officers, directors, employees, in each of clause (x) and (y), other than in their capacities as current or former o...