Covenant Not To Consolidate Sample Clauses

Covenant Not To Consolidate. Merge, Sell, Convey, Transfer or Dispose Property except under Certain Conditions 93 Section 9.02. Rights and Duties of Successor Corporation 94 Section 9.03. Opinion of Counsel Given to Purchase Contract Agent 94
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Covenant Not To Consolidate. Merge, Sell, Convey, Transfer or Dispose Property except under Certain Conditions 102 Section 9.02. Rights and Duties of Successor Corporation 103 Section 9.03. Opinion of Counsel Given to Purchase Contract Agent 104 ARTICLE 10 COVENANTS Section 10.01. Performance under Purchase Contracts 104 Section 10.02. Maintenance of Office or Agency 104 Section 10.03. Company to Reserve Common Stock 105 Section 10.04. Covenants as to Common Stock; Listing 105 Section 10.05. ERISA 106 Section 10.06. Tax Treatment 106 ARTICLE 11 PLEDGE Section 11.01. Pledge 106 Section 11.02. Termination 106 ARTICLE 12 ADMINISTRATION OF COLLATERAL Section 12.01. Initial Deposit of Notes 107 Section 12.02. Establishment of Collateral Account 107 Section 12.03. Treatment as Financial Assets 108 Section 12.04. Sole Control by Collateral Agent 108 Section 12.05. Jurisdiction 108 Section 12.06. No Other Claims 108 Section 12.07. Investment and Release 108 Section 12.08. Treasury Securities 109 Section 12.09. Statements and Confirmations 109 Section 12.10. Tax Allocations 109 Section 12.11. No Other Agreements 109 Section 12.12. Powers Coupled with an Interest 109 Section 12.13. Waiver of Lien Waiver of Set-off 109 ARTICLE 13 RIGHTS AND REMEDIES OF THE COLLATERAL AGENT Section 13.01. Rights and Remedies of the Collateral Agent 110
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Covenant Not To Consolidate. Merge, Convey ------------------------------------------ or Transfer Except Under Certain Conditions. ------------------------------------------- The Company shall not consolidate with, or merge with or into, or convey or transfer (excluding by way of lease) all or substantially all of its Properties (as determined at the time of such transfer without regard to any prior conveyance or transfer or series of conveyances or transfers made on unrelated transactions) to any other Person, or permit any Person to convey, lease or transfer all or substantially all of its Properties to the Company, unless:
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Covenant Not To Consolidate. Merge, Sell, Assign, Transfer, Lease or Convey Property Except Under Certain Conditions 74 Section 10.02. Rights and Duties of Successor Entity 74 Section 10.03. Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent 74 ARTICLE 11 COVENANTS OF THE COMPANY Section 11.01. Performance Under Purchase Contracts 75 Section 11.02. Maintenance of Office or Agency 75 Section 11.03. Statements of Officers of the Company as to Default; Notice of Default 75 Section 11.04. Existence 76 Section 11.05. Company to Reserve APC Stock 76 Section 11.06. Covenants as to APC Stock and Listing 76 Section 11.07. Tax Treatment 76 Section 11.08. Foreign Reorganizations 76 EXHIBITS Exhibit A: Form of Unit A-1 PURCHASE CONTRACT AGREEMENT, dated as of June 10, 2015 among ANADARKO PETROLEUM CORPORATION, a Delaware corporation (the “Company”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., acting as trustee under the Indenture (as defined herein).
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Covenant Not To Consolidate. Merge, Sell, Convey, Transfer or Dispose Property except under Certain Conditions 111 Section 9.02. Rights and Duties of Successor Corporation 111 Section 9.03. Officer’s Certificate and Opinion of Counsel Given to Purchase Contract Agent 112 ARTICLE 10 COVENANTS Section 10.01. Performance under Purchase Contracts 112 Section 10.02. Maintenance of Office or Agency 112 Section 10.03. Company to Reserve Common Stock 113 Section 10.04. Covenants as to Common Stock; Listing 113 Section 10.05. ERISA 114 Section 10.06. Tax Treatment 114 Section 10.07. Withholding 114 Section 10.08. Remarketing Agreement 115 Section 10.09. Statements of Officers of the Company as to Default 115 Section 10.10. Foreign Assets Control 115 Section 10.11. Additional Representations 116 ARTICLE 11 PLEDGE Section 11.01. Pledge 116 Section 11.02. Termination 117 ARTICLE 12
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Covenant Not To Consolidate. Merge, Convey, Transfer Or Lease Property Except Under Certain Conditions. .............................. 89 Section 9.02. Rights And Duties Of Successor Corporation. ........................... 89
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Related to Covenant Not To Consolidate

  • Covenant Not to Sxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Continuing Covenant Not to Compete or Interfere with Relationships Regardless of anything herein to the contrary, following a termination by the Bank or Executive pursuant to Section 10(e) or 10(f):

  • Covenant Not to Compete Intel shall not be required to agree to any covenants including without limitation any covenant not to compete or any covenant not to solicit any of the customers, employees or suppliers of any party to the Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “OrbotechTransaction”) pursuant to this Article 29B shall be subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Orbotech (the “Orbotech Securities”), and (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Orbotech on a several (but not joint) basis only. 29C. STAND STILL Notwithstanding anything to the contrary in these Articles, any issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or any other action (including repurchase of any shares of the Company by the Company or by any subsidiary thereof), other than any action in which the provisions of Article 29B (Bring Along) shall apply, which results in a Strategic Investor (as defined below) whether or not a shareholder of the Company, holding (together with affiliates, Permitted Transferees, or other parties acting in concert with it) more than 20% of the voting rights in the Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for the purposes of such majority, any Strategic Investors and their affiliates and Permitted Transferees or other parties acting in concert with them) and on terms and conditions approved by them. Any of the transactions set forth in the forgoing sentence not so approved shall be null and void and shall not be registered in the Company’s Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a corporation or other business entity whose business is related to the Company’s business and who is likely to have a business or technologic interest in the Company’s business, as distinguished from an interest for the sole purpose of a financial investment. CALLS

  • Covenant Not to Xxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

  • Covenant Not to Interfere The Executive agrees not to take any action which prevents the Employer from collecting the proceeds of any life insurance policy which the Employer may happen to own at the time of the Executive’s death and of which the Employer is the designated beneficiary.

  • Covenants Not to Compete and Not to Solicit In the event of the Executive's Termination of Employment, the Company's obligations to provide the payments and benefits set forth in Section 2 shall be expressly conditioned upon the Executive's compliance with the covenants not to compete and not to solicit as provided herein. In the event the Executive breaches his obligations to the Company as provided herein, the Company's obligations to provide the payments and benefits set forth in Section 2 shall cease, without prejudice to any other remedies that may be available to the Company.

  • Waiver of Right to Contest Liens (a) The New First Lien Collateral Agent, for and on behalf of itself and the New First Lien Secured Parties, agrees that it shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the ABL Collateral Agent and the ABL Secured Parties in respect of Receivables Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that it will not take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Collateral Agent or any ABL Secured Party under the ABL Documents with respect to the Common Collateral. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the ABL Collateral Agent or any ABL Secured Party seeks to enforce its Liens in any Common Collateral.

  • Release and Covenant Not to Xxx Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

  • Governing Law and Waiver of Right to Trial by Jury THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Section 10.15 and 10.16 of the Credit Agreement are incorporated herein by reference mutatis mutandis.

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