No Conflicting Action Sample Clauses

No Conflicting Action. The Corporation shall not take, nor permit any other person or entity within its control to take, any action inconsistent with the rights of PBT or the holders of Series A Preferred Stock under this Article FIFTH. The Corporation shall not enter into any arrangement, agreement or understanding, whether oral or in writing, that is inconsistent with or limits or impairs the rights of PBT or the holders of Series A Preferred Stock and the obligations of the Corporation hereunder, including without limitation any arrangement, agreement or understanding that imposes any obligation upon the Corporation, or deprives the Corporation of any material rights, as a consequence of the exercise of the PBT Purchase Option or the Company Redemption Option or the acquisition of the outstanding Common Stock or other Subject Securities pursuant thereto.
Sample 1
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No Conflicting Action. During the term of this Agreement, each Shareholder agrees not to vote the Subject Shares or take any action by written consent with respect thereto, other than any vote cast or action by consent taken by the Proxyholder (as defined below) in accordance with the terms of Section 2 hereof. Without limiting the generality of the foregoing, each Shareholder agrees not to vote the Subject Shares or take action by written consent with respect to the Subject Shares (or authorize any other Person (as defined in the Purchase Agreement) to do so), or take any other action (i) that revokes, amends or supersedes the Stockholder Consent or (ii) that is in any way inconsistent with the provisions of this Agreement or the consummation of the transactions contemplated by the Purchase Agreement. Notwithstanding the foregoing, nothing herein shall prohibit the Shareholders from entering into the securities purchase agreement in substantially the form attached as Exhibit B hereto or from selling any of the Subject Shares pursuant thereto.
Sample 1

Related to No Conflicting Action

  • No Conflicting Agreement By signing this Agreement, Executive warrants that he is not a party to any restrictive covenant, agreement or contract which limits the performance of his duties and responsibilities under this Agreement or under which such performance would constitute a breach.

  • No Conflicting Agreements The Company will not take any action, enter into any agreement or make any commitment that would conflict or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Documents.

  • No Conflicting Obligation I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.

  • No Conflicting Obligations The Executive represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Executive represents and warrants that he will not use or disclose, in connection with his Employment, any trade secrets or other proprietary information or intellectual property in which the Executive or any other person has any right, title or interest and that his Employment will not infringe or violate the rights of any other person. The Executive represents and warrants to the Company that he has returned all property and confidential information belonging to any prior employer.

  • No Conflicting Duties Executive hereby confirms that he is under no contractual commitments inconsistent with his obligations set forth in this Agreement, and that during the Term of this Agreement, he will not render or perform services, or enter into any contract to do so, for any other corporation, firm, entity or person that are inconsistent with the provisions of this Agreement or Executive’s fiduciary obligations to the Company.

  • Conflicting Activities (1) Executive shall not, during the term of this Agreement, be engaged in any other business activity substantially similar to that of the Company’s primary business without the prior consent of the Board of Directors of the Company; provided, however, that this restriction shall not be construed as preventing Executive from investing his personal assets in any investments, including but not limited to, business entities which are not in competition with the Company or its affiliates, or from pursuing business opportunities which do not unreasonably impede his performance as executive for the Company.

  • Conflicting Advice In the event of a conflict between directions, advice or instructions ALPS receives from the Fund or any service provider and the advice ALPS receives from counsel, ALPS may in its sole discretion rely upon and follow the advice of counsel. ALPS will provide the Fund with prior written notice of its intent to follow advice of counsel that is materially inconsistent with directions, advice or instructions from the Fund. Upon request, ALPS will provide the Fund with a copy of such advice of counsel.

  • Conflicting Agreements The Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or is bound and that the Executive is not now subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of his obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s consent.

  • Absence of Conflicting Agreements None of the execution and delivery of, or the observance and performance by Buyer of any covenant or obligation under, this Agreement or any Closing Document to which it will be a party contravenes or results in or will contravene or result in a violation of or a default under (with or without the giving of notice or lapse of time, or both) or in the acceleration of any material obligation under:

  • Conflicting Demands If conflicting or adverse claims or demands are made or notices served upon the Escrow Agent with respect to the escrow provided for herein, the Company and the Purchasers agree that the Escrow Agent shall refuse to comply with any such claim or demand and withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, the Escrow Agent shall not be or become liable for damages, losses, costs, expenses or interest to any or any other person for its failure to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to continue to so refrain and refuse to so act until such conflicting claims or demands shall have been finally determined by a court or arbitrator of competent jurisdiction or shall have been settled by agreement of the parties to such controversy, in which case the Escrow Agent shall be notified thereof in a notice signed by such parties. The Escrow Agent may also elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds held hereunder pursuant to this Escrow Agreement; and if it so commences and deposits, the Escrow Agent shall be relieved and discharged from any further duties and obligations under this Escrow Agreement.

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