Conflicting Company Activity Sample Clauses

Conflicting Company Activity. If after the filing but prior to the effectiveness of a registration statement filed by the Company pursuant to Section 2(a) hereof, (i) the Company shall become a party to an agreement or filed materials with the Commission contemplating a material business acquisition by the Company, and if in the good faith judgment of the Company it is impracticable for the Company to have become effective a registration statement prior to the consummation of the acquisition and, if such proposed acquisition were consummated, the Company would be required to include in such registration statement financial statements and/or other information concerning the business of any other party to such proposed acquisition prior to the time that such financial statements are otherwise required to be filed with the Commission in accordance with the current Report on Form 8-K and the subsequent Form 8 (75 days after the closing of any such acquisition); (ii) the Company shall have become a party to an agreement or letter of intent contemplating a merger or consolidation of the Company into or with, or a sale or transfer of all or substantially all of the business and assets of the Company to, any other corporation or entity, and if in the good faith judgment of the Company it is impracticable for the Company to file and have become effective a registration statement prior to the consummation of such merger, consolidation or sale; or (iii) the Company shall have determined in good faith based on written advice of counsel that such registration statement is required to contain information with respect to the Company or its business and plans which has not been publicly disclosed, and the disclosure of which, in the Company's good faith judgment, would not be in the best interest of the Company, then the Company shall not be deemed to have breached its agreement to use its best efforts to cause such registration statement to become effective if it does not use its best efforts to cause such registration statement to become effective for a period of not more than sixty (60) days from the date on which the Company was required to use its best efforts to cause such registration statement to become effective (or as soon as practicable after the filing of such Form 8 referred to in (i) above, if any) (the "Deferral Date"), or, in the case of (ii) above the transaction contemplated by such agreement or letter of intent (x) becomes effective, in which case the Company shall have no obligatio...
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Conflicting Company Activity. If prior to the filing or effectiveness of a Registration Statement filed by the Company pursuant to Section 1 hereof:
Sample 1

Related to Conflicting Company Activity

  • Conflicting Activities (1) Executive shall not, during the term of this Agreement, be engaged in any other business activity substantially similar to that of the Company’s primary business without the prior consent of the Board of Directors of the Company; provided, however, that this restriction shall not be construed as preventing Executive from investing his personal assets in any investments, including but not limited to, business entities which are not in competition with the Company or its affiliates, or from pursuing business opportunities which do not unreasonably impede his performance as executive for the Company.

  • Conflicting Employment The Executive hereby agrees that, during the Term, he/she will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company is now involved or becomes involved during the Term, nor will the Executive engage in any other activities that conflict with his/her obligations to the Company without the prior written consent of the Company.

  • Conflicting Interests If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

  • Conflicting Agreements The Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or is bound and that the Executive is not now subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of his obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s consent.

  • Conflicting Provisions This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

  • Conflicting Demands If conflicting or adverse claims or demands are made or notices served upon the Escrow Agent with respect to the escrow provided for herein, the Company and the Purchasers agree that the Escrow Agent shall refuse to comply with any such claim or demand and withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, the Escrow Agent shall not be or become liable for damages, losses, costs, expenses or interest to any or any other person for its failure to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to continue to so refrain and refuse to so act until such conflicting claims or demands shall have been finally determined by a court or arbitrator of competent jurisdiction or shall have been settled by agreement of the parties to such controversy, in which case the Escrow Agent shall be notified thereof in a notice signed by such parties. The Escrow Agent may also elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds held hereunder pursuant to this Escrow Agreement; and if it so commences and deposits, the Escrow Agent shall be relieved and discharged from any further duties and obligations under this Escrow Agreement.

  • Conflicting Obligations Consultant certifies that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement.

  • Conflicting Requests If the Indenture Trustee receives conflicting requests under Section 5.8(a)(ii) from two or more groups of Noteholders, each evidencing less than a majority of the Note Balance of the Controlling Class, the Indenture Trustee will take the action requested by the Noteholders representing the greatest percentage of the Note Balance, notwithstanding any other provision of this Indenture.

  • Conflicting Instruments Neither the execution and delivery of this Agreement nor the performance by such Stockholder of its agreements and obligations hereunder will result in any breach or violation of, or be in conflict with or constitute a default under, any term of any agreement, judgment, injunction, order, decree, federal law or regulation to which such Stockholder is a party or by which such Stockholder (or any of its assets) is bound.

  • Disqualification; Conflicting Interests If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

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