No Acquisition. Prior to the first anniversary of the date of this Agreement, each of the Investors shall not, and shall cause each of their respective controlled Affiliates not to, directly or indirectly, acquire, or agree to acquire, by purchase or otherwise, beneficial ownership of any Capital Stock of the Company (except pursuant to the Purchase Agreement, the provisions of Article V of this Agreement, the exchange of rights issued pursuant to the 382 Rights Agreement, the exercise of the Warrants, or the conversion of any convertible indebtedness acquired in connection with the Company Refinancing or by way of any stock split, dividend, spin-off, combination, reclassification or recapitalization of the Company and its Common Stock) to the extent such acquisition would result in such Investor and its controlled Affiliates beneficially owning in excess of 19.9% of the Voting Securities of the Company; provided that, for purposes of this Section 6.1, “beneficial ownership” shall have the meaning given to such term in Rule 13d-3 of the Exchange Act without regard to the proviso included in the definition of “beneficial ownership” set forth in Section 1.1 hereof. For the avoidance of doubt, this prohibition shall not apply to acquisitions of (i) the Company’s convertible Indebtedness (or the conversion of such convertible Indebtedness into Capital Stock of the Company) issued in connection with the Company Refinancing, (ii) the Warrants (or the receipt of the Common Stock of the Company upon exercise of the Warrants), (iii) in connection with any exchange of rights under the 382 Rights Agreement; (iv) purchases of Covered Securities in a Qualified Offering pursuant to and subject to the limitations set forth in Article V hereof and (v) purchases of Common Stock on the market if, and to the extent, required to maintain such Investor’s Ownership Percentage after giving effect to any preemptive rights available to such Investor pursuant to Article V. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be construed as an exemption of any Investor from the provisions of the 382 Rights Agreement, or a waiver of the applicability thereof, absent (and solely to the extent of) an express determination of exemption or inapplicability by the Company Board in accordance with the terms of the 382 Rights Agreement.
No Acquisition. The Company has not completed any acquisition that would require the inclusion of any additional financial statements or pro forma financial statements in the Registration Statement or the Prospectus pursuant to Section 3-05 or Article 11 of Regulation S-X under the Securities Act.
No Acquisition. Except for the opening of additional Restaurants pursuant to the Development Agreement or the Business Plan, the Company shall not acquire any business on a going-concern basis, whether by the acquisition of assets or of interests (equity or otherwise) in any Person, or otherwise, or make or purchase any investment (including, without limitation, any Indebtedness, any guarantee or any ownership or similar interest in any Person) or make any loan or advance to any Person.
No Acquisition. The Borrower shall not consummate an Acquisition.
No Acquisition. The Borrower shall not purchase or acquire any assets other than: (i) the purchase of assets reasonably required for the repair of the Defective Towers, and the Upgrade Project, in each case, in accordance with the respective plans therefor; (ii) the purchase of assets reasonably required in connection with Restoration of the Project in accordance with Section 8.05(d); (iii) the purchase of assets in the ordinary course of business as reasonably required in connection with the Project in accordance with the Project Documents and the Non-Material Project Contracts and as contemplated by the Closing Pro Forma or, if the Second Closing Date has occurred, the Upgrade Pro Forma; and (iv) Permitted Investments.
No Acquisition. Prior to the day after the deadline by which the Closing is to occur under this Agreement, neither the Company nor Shareholder will cause or permit any representative of them to (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities, or any portion of the assets, of the Company (including any acquisition structured as a merger, consolidation, or share exchange) or (ii) participate in any discussion or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. Neither the Company, Shareholder nor Principal Shareholder will vote in favor of any such acquisition, whether structured as a merger, consolidation, or share exchange or otherwise. The Company will notify Purchaser immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
No Acquisition. IPF shall not acquire or agree to acquire by merging or consolidation with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that are material, individual or in the aggregate, to IPF.
No Acquisition. Acquire (by virtue of a stock purchase), consolidate with, or merge into, any other partnership or other entity;
No Acquisition. The Shareholder acknowledges that by executing this agreement it becomes an associate (as defined in the Takeovers Code) of the Offeror and accordingly the Shareholder agrees that it shall not acquire any further legal or beneficial interests in any shares in the Company.
No Acquisition. The Corporation has not completed any “significant acquisition” since December 31, 2018 other than as set out in the Offering Documents, nor is it proposing completing any “probable acquisitions” (as such terms are defined in NI 51-102) that would require the inclusion of any additional financial statements or pro forma financial statements in the Offering Documents pursuant to Applicable Securities Laws.
