LIMITATIONS ON PROPOSALS Sample Clauses

LIMITATIONS ON PROPOSALS. During the Standstill Period KLM will not, and will cause each of its Affiliates not to, directly or indirectly, initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to NWA Corp. or any successor thereof or any Affiliate thereof or induce or attempt to induce any other Person to initiate any stockholder proposal or seek election to or seek to place a representative on the NWA Corp. Board of Directors or equivalent governing body of any successor thereof or any Affiliate thereof (except to the extent expressly invited to do so by the NWA Corp. Board of Directors) or seek removal of any member of the NWA Corp. Board of Directors or equivalent governing body of any successor thereof or any Affiliate thereof (other than any such member who may have been previously designated by KLM).
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LIMITATIONS ON PROPOSALS. During the Standstill Period NWA Corp. will not, and will cause each of its Affiliates not to, directly or indirectly, make or cause to be made any proposal for a Reorganization Transaction with respect to KLM, a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof or initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to KLM, a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof or induce or attempt to induce any other Person to initiate any stockholder proposal or seek election to or seek to place a representative on the Supervisory Board of KLM, Management Board of KLM or equivalent governing body of a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof (except to the extent expressly invited to do so by the Supervisory Board of KLM) or oppose such a proposal of KLM's Management Board or the Supervisory Board of KLM or seek removal of any member of the Supervisory Board of KLM or equivalent governing body of a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof (other than any such member who may have been previously designated by NWA Corp.).
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LIMITATIONS ON PROPOSALS. During the Standstill Period, no Holder will, or will cause any of its affiliates to, directly or indirectly, initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to Northwest or any successor thereof or any affiliate thereof or induce or attempt to induce any other Person to (a) initiate any stockholder proposal, (b) other than in accordance with Section 4.1(b)(i) of the Investment Agreement, seek election to or seek to place a representative on the Northwest Board of Directors or equivalent governing body of any successor thereof or any affiliate thereof (except to the extent expressly invited to do so by the Northwest Board of Directors) or (c) seek removal of any member of the Northwest Board of Directors or equivalent governing body of any successor thereof or any affiliate thereof; PROVIDED, that clauses (b) and (c) of this Section 2.5 shall not apply in the event that the right of Transferor II to designate a nominee to the Northwest Board of Directors pursuant to Section 4.1(b)(ii) of the Investment Agreement is still in effect and Northwest has failed to ensure that a Transferor II Designee is elected to the Northwest Board of Directors.
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Related to LIMITATIONS ON PROPOSALS

  • 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.

  • Limitations on Use Each Party shall use, and cause each of its Affiliates, its licensees and its sublicensees to use, any Confidential Information obtained by such Party from the other Party, its Affiliates, its licensees or its sublicensees, pursuant to this Agreement or otherwise, solely in connection with the activities or transactions contemplated hereby.

  • Limitations on Amendments (a) The amendments set forth in Section 1, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document or (ii) otherwise prejudice any right or remedy which Lenders or Agent may now have or may have in the future under or in connection with any Loan Document.

  • Limitations on Claims In addition to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement:

  • LIMITATIONS ON ACTIVITIES Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directors, officers, employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, except as provided in Section 5.02 of this Agreement.

  • Limitations on Disclosure The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

  • Limitations on Consultations The Advisor is prohibited from consulting with other advisors of the Fund, except Vanguard, concerning transactions for the Fund in securities or other assets.

  • Limitations on Asset Sales (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

  • Limitations on Warranties (a) Except for the representations and warranties contained in this Agreement, the Company’s Disclosure Letter and any agreements or certificates delivered pursuant to this Agreement, the Company makes no other express or implied representation or warranty to Parent or Merger Subsidiary. Parent and Merger Subsidiary each acknowledge that, in entering into this Agreement, it has not relied on any representations or warranties of the Company other than the representations and warranties of the Company set forth in this Agreement, the Company’s Disclosure Letter or any agreements or certificates delivered pursuant to this Agreement.

  • 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:

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