LIMITATION ON VARIOUS OTHER ACTIONS Sample Clauses

LIMITATION ON VARIOUS OTHER ACTIONS. During the Standstill Period, NWA Corp. will not, and will cause each of its Affiliates not to, take any action, alone or in concert with any other Person, (a) to seek to effect a change in control of KLM or a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, (b) to seek to effect a Reorganization Transaction with respect to KLM or a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, (c) except as provided for in the Umbrella Agreements, to seek to effect any control or influence over the management of KLM, a KLM Holding Company or a KLM Partner, or any successor thereof or any Affiliate thereof, the Supervisory Board of KLM or the Works Council of KLM or the policies of KLM, a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, (d) to advise, assist or encourage or finance (or assist or arrange financing to or for) any other Person in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, Section 3 of this Agreement (any such action described in clause (a), (b), (c) or (d), a "KLM TRANSACTION PROPOSAL"), (e) to present to KLM or a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, its stockholders or any third party any proposal that can reasonably be expected to result in a KLM Transaction Proposal or in an increase in the KLM Combined Voting Power of KLM Voting Securities beneficially owned in the aggregate by NWA Corp. and its Affiliates, (f) to publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another Person engage in a transaction or group of transactions that could reasonably be expected to result in a KLM Transaction Proposal or in an increase in the KLM Combined Voting Power of KLM Voting Securities beneficially owned in the aggregate by NWA Corp. and its Affiliates, (g) to initiate, request, induce, encourage or attempt to induce or give encouragement to any other Person to initiate, or otherwise provide assistance to any Person who has made or is contemplating making, any proposal that can reasonably be expected to result in a KLM Transaction Proposal or in an increase in the KLM Combined Voting Power of KLM Voting Securities beneficially owned in the aggregate by NWA Corp. and its Affiliates, or (h) to request a waiver, modification or amendment of any of the provision...
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LIMITATION ON VARIOUS OTHER ACTIONS. During the Standstill Period, no Holder will, or will cause any of its affiliates to, take any action, alone or in concert with any other Person, (a) to seek to effect a change in control of Northwest, its successors or any of its affiliates, (b) to seek to effect a Reorganization Transaction with respect to Northwest, its successors or any of its affiliates, (c) to seek to effect any control or influence over the management of Northwest, its successors or any of its affiliates, the Northwest Board of Directors or the policies of Northwest, its successors or any of its affiliates, (d) to advise, assist or encourage or finance (or assist or arrange financing to or for) any other Person in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, Section 2 of this Agreement (any such action described in clause (a), (b), (c) or (d) of this Section 2.6, a "NORTHWEST TRANSACTION PROPOSAL"), (e) to present to Northwest, its stockholders or any third party any proposal that can reasonably be expected to result in a Northwest Transaction Proposal or in an increase in the Northwest Combined Voting Power represented by Northwest Voting Securities beneficially owned in the aggregate by the Holders and their respective successors or any of their affiliates that would be prohibited by Section 2.1, (f) to publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another Person engage in a transaction or group of transactions that would result in (i) a Northwest Transaction Proposal or (ii) an increase in the Northwest Combined Voting Power represented by Northwest Voting Securities beneficially owned in the aggregate by the Holders and their respective successors or any of their affiliates that would be restricted by Section 2.1, (g) to initiate, request, induce, encourage or attempt to induce or give encouragement to any other Person to initiate, or otherwise provide assistance to any Person who has made or is contemplating making, any proposal that can reasonably be expected to result in (i) a Northwest Transaction Proposal or (ii) an increase in the Northwest Combined Voting Power represented by Northwest Voting Securities beneficially owned in the aggregate by the Holders and their respective successors or any of their affiliates that would be restricted by Section 2.1, or (h) to request a waiver, modification or amendment (an "AMENDMENT") of any...
Sample 1
LIMITATION ON VARIOUS OTHER ACTIONS. During the Standstill ----------------------------------- Period, USW will not, and will cause its affiliates not to, take any action, alone or in concert with any other person, (a) to seek to effect a change in control of Global, its successors or any of its affiliates, (b) to seek to effect a Reorganization Transaction with respect to Global, its successors or any of its affiliates, (c) to seek to effect any control or influence over the management of Global, its successors or any of its affiliates, the Global Board of Directors or the policies of Global, its successors or any of its affiliates, (d) to advise, assist or encourage or finance (or assist or arrange financing to or for) any other person in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, Section 2 of this Agreement (any such action described in clause (a), (b), (c) or (d) of this Section 2.5, a "Global Transaction Proposal"), (e) to present to Global, --------------------------- its stockholders or any third party any proposal that can reasonably be expected to result in a Global Transaction Proposal or in an increase in the Global Combined Voting Power represented by Global Voting Securities beneficially owned in the aggregate by USW and its successors or any of their affiliates that would be prohibited by Section 2.1, (f) to publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another person engage in a transaction or group of transactions that would result in (i) a Global Transaction Proposal or (ii) an increase in the Global Combined Voting Power represented by Global Voting Securities beneficially owned in the aggregate by USW and its respective successors or any of their affiliates that would be restricted by Section 2.1, (g) to initiate, request, induce, encourage or attempt to induce or give encouragement to any other person to initiate, or otherwise provide assistance to any person who has made or is contemplating making, any proposal that can reasonably be expected to result in (i) a Global Transaction Proposal or (ii) an increase in the Global Combined Voting Power represented by Global Voting Securities beneficially owned in the aggregate by USW and its successors or any of their affiliates that would be restricted by Section 2.1, or (h) to request a waiver, modification or amendment of any of the provisions of Section 2 of this Agreement.
Sample 1

Related to LIMITATION ON VARIOUS OTHER ACTIONS

  • Prohibition on Transfers, Other Actions Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01, the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could reasonably be expected to restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Stockholder shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate representing any of such Stockholder’s Covered Shares save for any Permitted Transfer. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth herein.

  • Limitation on Actions No action against either party, regardless of form, arising out of or incidental to the matters contemplated by this Agreement, may be brought by the other party more than four (4) years after the event giving rise to such cause of action occurred and is known or upon the exercise of reasonable diligence should have been known to the injured party.

  • Compliance with Consolidation Provisions The Company will not, while any of the Securities remain Outstanding, consolidate with or merge into any other Person, in either case where the Company is not the survivor of such transaction, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with.

  • Limitations on Mergers and Consolidations The Company shall not, in any transaction or series of transactions, consolidate with or merge into any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless:

  • Limitation on Agreements The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Credit Agreement or any of the Loan Documents, or (b) to prejudice any right or rights that Administrative Agent now has or may have in the future under or in connection with the Original Credit Agreement and the other Loan Documents, each as amended hereby, or any of the other documents referred to herein or therein. The Modification Papers shall constitute Loan Documents for all purposes.

  • Limitation on Investments and New Businesses No Restricted Person will (a) make any expenditure or commitment or incur any obligation or enter into or engage in any transaction except in the ordinary course of business and as described below in this Section 7.7 and in Section 7.11, (b) engage directly or indirectly in any business or conduct any operations except in connection with or incidental to its present businesses and operations as presently conducted, or (c) make any acquisitions of or capital contributions to or other Investments in any Person or property, other than Permitted Investments.

  • Limitation on Investments Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except:

  • Limitations on Actions Notwithstanding anything to the contrary in this Security Agreement, no Grantor shall be required to take any action in connection with Collateral pledged hereunder (and no security interest in such Collateral shall be required to be perfected) except to the extent consistent with Section 5.12(c) or 5.14 of the Credit Agreement and the Perfection Requirements or expressly required hereunder and except in accordance with Requirements of Law.

  • Limitation on Rights of Others Except for Sections 2.6, 7.2 and 11.1, this Agreement is solely for the benefit of the Owner Trustee, the Depositor, the Administrator, the Servicer, the holder of the Residual Interest and the Indenture Trustee and the Secured Parties. Nothing in this Agreement (other than Section 2.6), will give to any other Person any legal or equitable right, remedy or claim in the Trust Property or under this Agreement.

  • Limitation on Interest Each Bank, each Agent, Borrower, each other Credit Party and any other parties to the Loan Papers intend to contract in strict compliance with applicable usury Law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Loan Papers shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the Maximum Lawful Rate. None of Borrower, any other Credit Party, nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the Maximum Lawful Rate and the provisions of this Section 14.6 shall control over all other provisions of the Loan Papers which may be in conflict or apparent conflict herewith. Each Bank and Administrative Agent expressly disavow any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the Maximum Lawful Rate, or (c) any Bank or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of the Maximum Lawful Rate, then all such sums determined to constitute interest in excess of the Maximum Lawful Rate shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at any Bank’s or such holder’s option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the Maximum Lawful Rate, Administrative Agent, Banks, Borrower and the other Credit Parties (and any other payors or payees thereof) shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instrument evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the Maximum Lawful Rate in order to lawfully charge the Maximum Lawful Rate.

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