No Contrary Action Clause Samples
The "No Contrary Action" clause prohibits parties from taking actions that would conflict with the terms or intent of the agreement. In practice, this means that neither party can engage in behavior, make decisions, or enter into other agreements that would undermine or contradict their obligations under the current contract. For example, if a party is required to maintain confidentiality, they cannot simultaneously disclose information in a way that breaches this duty. The core function of this clause is to reinforce the integrity of the agreement by ensuring that all parties act consistently with its provisions, thereby preventing actions that could create loopholes or undermine contractual commitments.
No Contrary Action. No Employee Shareholder shall take any action as an officer, director or shareholder of the Company which would prevent such Employee Shareholder or the Company from providing the Employee Shareholders with the rights and benefits contemplated by this Agreement, or which would otherwise cause such Employee Shareholder or the Company to breach any of its obligations, commitments, covenants and agreement to and with the Employee Shareholder set forth in this Agreement.
No Contrary Action. 12 8.7. Company Determinations............................................................12
No Contrary Action. (A) EXCEPT WITH RESPECT TO (1) OPEN-MARKET PURCHASES OF PARENT COMMON STOCK PURSUANT TO A GENERAL STOCK REPURCHASE PROGRAM OF PARENT THAT HAS NOT BEEN CREATED OR MODIFIED IN CONNECTION WITH THE MERGER, (2) REPURCHASES IN THE ORDINARY COURSE OF BUSINESS OF UNVESTED SHARES, IF ANY, ACQUIRED FROM TERMINATED EMPLOYEES; OR (3) PAYMENTS OF CASH, IF ANY, IN LIEU OF THE ISSUANCE OF FRACTIONAL SHARES, NEITHER PARENT NOR ANY PERSON RELATED TO PARENT WITHIN THE MEANING OF TREAS. REG. 1.368-1(E)(3), (E)(4) AND (E)
No Contrary Action. Indemnitors will not apply to the Bankruptcy Court in the Bankruptcy Case for the authority to take any action that is prohibited by the terms of this Agreement or any of the other Surety Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement or any of the other Surety Credit Documents.
No Contrary Action. The parties have agreed to delete this section and hereby release any rights thereunder.
No Contrary Action. Indemnitor will not apply to the Bankruptcy Court for the authority to take any action that is prohibited by the terms of this Agreement or any of the other Surety Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement or any of the other Surety Credit Documents. Indemnitor will not make or permit to be made any changes, amendments, or modifications, or any application or motion for any change, amendments, or modifications to any Order approving this Agreement and the Surety Credit Documents that has been consented to by Surety prior to its entry.
No Contrary Action. ▇▇▇▇▇▇▇ HAS NOT TAKEN OR CAUSED TO BE TAKEN, OR -------------------- AGREED TO TAKE OR CAUSE TO BE TAKEN, ANY ACTION, AND HAS NO PLAN OR INTENTION TO TAKE OR CAUSE TO BE TAKEN ANY ACTION THAT WOULD, OR IS REASONABLY LIKELY TO, PREVENT THE MERGER FROM QUALIFYING AS A REORGANIZATION WITHIN THE MEANING OF SECTION 368(A) OF THE CODE, NOR DOES ▇▇▇▇▇▇▇ KNOW OR HAVE REASON TO KNOW OF ANY FACT, AGREEMENT, PLAN OR OTHER CIRCUMSTANCE THAT WOULD, OR IS REASONABLY LIKELY TO, PREVENT THE MERGER FROM QUALIFYING AS A REORGANIZATION WITHIN THE MEANING OF SECTION 368(A) OF THE CODE. FOR PURPOSES OF THIS REPRESENTATION, ANY FAILURE OR OMISSION TO ACT, OR THE CAUSING OF ANY FAILURE OR OMISSION TO ACT, SHALL CONSTITUTE AN ACTION TAKEN, OR CAUSED TO BE TAKEN, AS APPROPRIATE. 10
No Contrary Action. Neither party shall, at any time during or after the term, do anything that may adversely affect the validity or enforceability of any of the intellectual property rights belonging or licensed to the other party.