No Avoidance of Provisions Sample Clauses

No Avoidance of Provisions. No Unitholder shall directly or indirectly (i) permit the Transfer of all or any portion of the direct or indirect equity or beneficial interest in such Unitholder or (ii) otherwise seek to avoid the provisions of this Agreement by issuing, or permitting the issuance of, any direct or indirect equity or beneficial interest in such Unitholder, in any such case in a manner that would fail to comply with this Article IX if such Unitholder had Transferred Units directly, unless such Unitholder first complies with the terms of this Agreement.
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No Avoidance of Provisions. No holder of Restricted Shares shall directly or indirectly (i) permit the Transfer of all or any portion of the direct or indirect equity or beneficial interest in such holder or (ii) otherwise seek to avoid the provisions of this Agreement by issuing, or permitting the issuance of, any direct or indirect equity or beneficial interest in such holder, in any such case in a manner which would fail to comply with this Section 3 if such holder had Transferred Restricted Shares directly.
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No Avoidance of Provisions. No Partner shall engage in any action that could facilitate the Transfer of all or any portion of the direct or indirect equity or beneficial interest in such Partner by any Person (whether through Transfers or issuances of equity, assignments by operation of law by merger or consolidation of such holder into another entity or dissolution or liquidation of such Partner) with the intent to avoid the provisions of this Agreement.
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No Avoidance of Provisions. No Holder, other than an Institutional Investor, shall directly or indirectly (i) permit the Transfer of all or any portion of the direct or indirect equity or beneficial interest in such Holder or (ii) otherwise seek to avoid the provisions of this Agreement by issuing, or permitting the issuance of, any direct or indirect equity or beneficial interest in such Holder, in any such case in a manner which would fail to comply with this Article IX if such Holder had Transferred Units directly.
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No Avoidance of Provisions. No Restricted Person shall directly or indirectly (i) permit the Transfer of all or any portion of the direct or indirect equity or beneficial interest in such Member (whether through Transfers or issuances of its own equity, assignments by operation of law by merger or consolidation of such holder into another entity or dissolution or liquidation of such Member) or (ii) seek to avoid the provisions of this Agreement by issuing, or permitting the issuance of, any direct or indirect equity or beneficial interest in such Member, in any such case in a manner which would fail to comply with this Article X if such Member had Transferred Units or other interest in the Company directly, unless such Member first complies with the terms of this Agreement.
Sample 1
No Avoidance of Provisions. The Company shall not by any action or inaction (including amending its Governing Documents or through any reorganization, reclassification, transfer of assets, consolidation, merger, dissolution, issue or sale of securities by the Company or any Subsidiary, or any other similar voluntary action) avoid or seek to avoid the observance or performance of any of the terms of this Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be reasonably necessary, appropriate or requested to protect the rights and privileges of the holders of Warrant Securities under this Agreement and under the Warrants against impairment. Without limiting the generality of the foregoing, (i) the Company shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue Common Shares upon the exercise of the Warrants and (ii) the Company shall not amend, modify or change its Governing Documents in any manner adverse to the Warrant Securities or any holder thereof, without the approval of the holders of a majority of the Warrant Securities adversely impacted by such amendment, modification or change.
Sample 1
No Avoidance of Provisions. The Company shall not, and shall cause COPL and each of COPL’s other Affiliates not to, by amendment of the Bylaws or the certificate of incorporation of the Company (as amended from time to time, the “Charter” and together with the Bylaws, the “Governing Documents”), or the governing documents of COPL or COPL’s other Affiliates, or through any reorganization, transfer of assets, consolidation, merger, dissolution, operation of law, issue or sale of securities, agreement, or any other action, omission or otherwise, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company or COPL under this Warrant and the Warrant Agreement or otherwise intentionally reduce the effectiveness or value of this Warrant, but the Company shall, and shall cause COPL and each of COPL’s other Affiliates to, at all times in good faith carry out and assist in the carrying out of all the provisions of this Warrant and the Warrant Agreement and in the taking of all such action as may reasonably be requested by the Registered Holder of this Warrant in order to protect the privileges of such Registered Holder against impairment, consistent with the tenor and purpose of this Warrant and the Warrant Agreement. Without limiting the generality of the foregoing, (i) the Company shall, and shall cause COPL and each of COPL’s other Affiliates to, take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue Common Shares upon the exercise of this Warrant, (ii) the Company shall not, and shall cause COPL and COPL’s other Affiliates not to, amend, modify or change the Governing Documents or the governing documents of COPL or COPL’s other Affiliates in any manner adverse to the Warrant Securities or any holder thereof, in such capacity, without the approval of such affected holders of Warrant Securities adversely impacted by such amendment, modification or change, (iii) the Company shall not, and shall cause COPL and each of COPL’s other Affiliates not to, enter into any agreement, contract or other arrangement (or any amendment, waiver or other modification of any existing, agreement, contract or other arrangement) that would have the effect of restricting the Company’s ability to issue the Warrant Securities to the Registered Holder, repurchase this Warrant pursuant to the terms set forth herein, or otherwise impair or restrict the Company’s and COPL’s respective abilities to perform und...
Sample 1
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Related to No Avoidance of Provisions

  • Continuing Nature of Provisions This Agreement shall continue to be effective, and shall not be revocable by any party hereto, until the First Priority Obligation Payment Date shall have occurred subject to the reinstatement as expressly set forth herein. This is a continuing agreement and the First Priority Secured Parties and the Second Priority Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, Borrower or any other Loan Party on the faith hereof.

  • Survival of Provisions Upon Invalidity of Any Single Provision In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  • No Implied Waiver of Provisions The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Grant Agreement shall not be construed as a waiver of the violation or breach, or of any future violation or breach.

  • Limitation by Law; Severability of Provisions All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.

  • NO WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Contract shall not be construed as a waiver of the violation or breach, or of any future violation or breach.

  • Separability of Provisions Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

  • Severability of Provisions If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

  • Severability of Provision Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

  • Survival of Provisions The obligations contained in this Section 11 shall survive the termination or expiration of the Executive’s employment with the Company and shall be fully enforceable thereafter.

  • Waiver of Provisions Any waiver of any terms and conditions hereof must be in writing and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other terms and conditions hereof.

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