No Contested Acquisitions Clause Samples
The "No Contested Acquisitions" clause prohibits a party from pursuing or participating in acquisition transactions that are subject to active disputes or competing bids. In practice, this means the party cannot engage in deals where another entity is already contesting the acquisition or where a bidding war is underway, ensuring that only uncontested transactions are considered. This clause serves to minimize legal and financial risks by avoiding entanglement in complex, uncertain, or potentially litigious acquisition processes.
No Contested Acquisitions. The proposed acquisition shall have been approved by the Board of Directors of the Target (or similar governing body if the Target is not a corporation) and no Person shall have commenced legal proceedings to oppose the acquisition;
No Contested Acquisitions. The proposed Permitted Acquisition shall have been approved by the Board of Directors of the Target (or similar governing body if the Target is not a corporation);
(m) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions, sale leaseback transactions, Swap ObligationsAgreements, Restricted Payments and Affiliate transactions permitted under Sections 6.01, 6.02, 6.03, 6.05, 6.06, 6.07, 6.08 and 6.09, respectively;
(n) advances of payroll payments to employees in the ordinary course of business;
(o) Guarantees by the Parent Borrower and the Restricted Subsidiaries of leases of the Parent Borrower and Restricted Subsidiaries (other than Capital Lease Obligations) or of other obligations not constituting Indebtedness, in each case entered into in the ordinary course of business and payments thereon or Investments in respect thereof in lieu of such payments;
(p) Investments (i) consisting of endorsements for collection or deposit, (ii) resulting from pledges and/or deposits permitted by Sections 6.02(d), 6.02(e), 6.02(k) and 6.02(r) and (iii) consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements, in each case, in the ordinary course of business;
(q) the purchase, holding or other acquisition of Equity Interests in Persons who, after giving effect to such Investment will not be a Subsidiary, as long as:
(i) no Event of Default exists or would result at the time such Investment is committed to be made and no Significantpayment or bankruptcy Event of Default exists or would result at the time such Investment is actually made; and for purposes hereof, a “Significant Default” means any Event of Default arising under Section 8.01 other than:
(A) an Event of Default under clause (e) of such Section arising as a result of the failure to comply with any of the covenants covered thereby except the covenants in Section 5.01(a), (b) and (c) (an Event of Default arising under Section 8.01(e) as a result of the failure to comply with Section 5.01(a), (b) or (c) being a “Significant Default”); and
(B) an Event of Default under clause (c) of such Section arising as a result of false representations, warranties or certifications if such representations, warranties or certifications relate to the subject matter of the covenants excluded as a Significant Default under clause (A) above (an Event of Default arising under Section 8.01(c) as a result of other false representations, warran...