No Inconsistent Acts Sample Clauses

No Inconsistent Acts. Notwithstanding anything contained in this Agreement to the contrary, the Partnership (either directly or indirectly through a Subsidiary) may not engage in any act or activity that is inconsistent with Ascension Health’s mission statement or Catholic identity; provided that in no event shall any activity contemplated by the first sentence of Section 2.5(a) be prohibited or restricted by this Section 3.5.
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No Inconsistent Acts. St. John xxxenants and agrees that he will not, directly or indirectly, (a) dispute or contest the Company's exclusive ownership of the Company Property; (b) aid, abet or encourage the infringement of any of Company's rights in the Company Property; or (c) otherwise take or do any act that could reasonably be expected to interfere with Company's rights in the Company Property.
Sample 1
No Inconsistent Acts. 3SBio acknowledges the sole ownership of the AMAG Product Marks by AMAG. 3SBio agrees that it will do nothing inconsistent with such ownership, and that any goodwill arising through use of the AMAG Product Marks by 3SBio shall inure to the benefit of AMAG. 3SBio agrees that it will not at any time during or after the Term assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any AMAG Product Xxxx. Further, if requested by AMAG, 3SBio shall execute all trademark registered user agreements that are submitted by AMAG to protect AMAG’s title in the AMAG Product Marks. 3SBio agrees that it shall not register, seek to register or cause to be registered, or seek to obtain ownership of, any AMAG Product Xxxx or New Product Xxxx (other than in the Licensed Territory), any variation thereof, or any xxxx similar thereto in any jurisdiction in any language. 3SBio further agrees that it shall not apply for registration or seek to obtain ownership of any domain name incorporating any AMAG Product Xxxx or New Product Xxxx (other than in the Licensed Territory) or any xxxx similar thereto in any jurisdiction. 3SBio agrees to use each AMAG Product Xxxx in accordance with trademark usage guidelines provided by AMAG from time to time during the Term.
Sample 1
No Inconsistent Acts. Each of Buyer and the Company Shareholders agree not to take any action that is inconsistent with its obligations under this Agreement or which does, or would reasonably be expected to, materially hinder or delay the consummation of the transactions contemplated by this Agreement. From the date of this Agreement until the Closing, the parties will promptly notify each other of any event that occurs or circumstance that arises that could prevent any party from being able to consummate the transactions hereunder at the Closing.
Sample 1
No Inconsistent Acts. Takeda acknowledges AMAG’s exclusive ownership of the AMAG Product Marks and AMAG House Marks and agrees not to take any action inconsistent with such ownership. Takeda shall not use any AMAG Product Xxxx or AMAG House Xxxx in a way that would adversely affect its value. Takeda covenants that it shall not use any trademark confusingly similar to any AMAG Product Xxxx or AMAG House Xxxx in connection with any products (including the Product). Takeda shall comply with reasonable policies provided by AMAG from time to time to maintain the goodwill and value of the AMAG Product Marks and AMAG House Marks. AMAG acknowledges Takeda’s exclusive ownership of the New Product Marks and agrees not to take any action inconsistent with such ownership and covenants that it shall not use in the Licensed Territory any trademark confusingly similar to any AMAG Product Xxxx and/or the New Product Xxxx used in connection with the Commercialization of the Product in or outside the Field in the Licensed Territory.
Sample 1
No Inconsistent Acts. Wireless Solutions covenants and agrees with Retix that between the date hereof and the Closing Date, except as contemplated by this Agreement, Wireless Solutions will not perform any act inconsistent with the representations and warranties of Section 4.
Sample 1
No Inconsistent Acts. PS Corp and each Shareholder further covenants and agrees that he/it shall not, either directly or indirectly, including, without limitation, through subsidiaries, affiliates or representatives, make any statement or disclose to any third-party, or otherwise induce, encourage, discuss, or facilitate, any intention, plan, or arrangement inconsistent with this Agreement.
Sample 1

Related to No Inconsistent Acts

  • No Inconsistent Actions The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

  • No Inconsistent Action Seller shall not take any action that is inconsistent with its obligations under this Agreement or that could hinder or delay the consummation of the transactions contemplated by this Agreement.

  • No Inconsistent Agreements Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

  • No Inconsistent Agreement Each Sponsor hereby represents and covenants that such Sponsor has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of such Sponsor’s obligations hereunder.

  • No Inconsistent Arrangements Except as contemplated by this Agreement, each Stockholder shall not during the term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Shares; (iv) deposit such Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

  • No Inconsistent Statements No person has made any oral or written statements or representations to you that are inconsistent with the information in this Investment Agreement and the Disclosure Materials.

  • No Transfer; No Inconsistent Arrangements (a) Each Stockholder hereby agrees that, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, take any action that would have the effect of preventing, materially delaying or materially impairing such Stockholder from performing any of its obligations under this Agreement or that would, or would reasonably be expected to, have the effect of preventing, materially delaying or materially impairing, the consummation of the Offer, the Merger or the other transactions contemplated by the Business Combination Agreement or the performance by the Company of its obligations under the Business Combination Agreement. (b) Except as provided hereunder (which, for clarity, includes the tendering of such Stockholder’s Subject Shares into the Offer in accordance with the terms of this Agreement and the Business Combination Agreement), from and after the date hereof and until the termination of this Agreement in accordance with its terms, such Stockholder shall not, directly or indirectly, (i) create or permit to exist any Encumbrance, other than Permitted Encumbrances, on any of such Stockholder’s Subject Shares, (ii) transfer, sell, assign, gift, hedge, distribute, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer other than the Offer and, including, for the avoidance of doubt, any transfer or entry into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (iii) enter into any Contract with respect to any Transfer of such Stockholder’s Subject Shares or any legal or beneficial interest therein, (iv) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares or (v) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares. Any action taken in violation of the immediately preceding sentence shall be null and void ab initio. Notwithstanding the foregoing, any Stockholder may Transfer all or any portion of such Stockholder’s Subject Shares to a Permitted Transferee (as defined below) (any such Transfer and any Transfer as Parent may agree pursuant to Section 4.01(d) below, a “Permitted Transfer”), provided, that a Transfer described in this sentence shall be a Permitted Transfer only if (x) all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct upon such Transfer and (y) the Permitted Transferee of such Subject Shares, prior to the date of such Transfer, agrees in a signed writing satisfactory to Parent (acting reasonably) to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement as a “Stockholder” for all purposes of this Agreement. “Permitted Transferee” means, (a) with respect to any Stockholder that is a legal Person, any wholly-owned subsidiary of such Person, and (b) with respect to any Stockholder who is a natural Person, (i) an immediate family member of such Stockholder, (ii) such Stockholder’s estate upon the death of such Stockholder, or (iii) any trust or other Person established by, or on behalf of, such Stockholder or his or her immediate family members for bona fide tax and/or estate planning purposes and controlled and wholly beneficially owned by, or maintained solely for the benefit of, such Stockholder and/or his or her immediate family members. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall, subject to applicable Law, take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with its terms.

  • No Inconsistent Requirements Each Debtor acknowledges that this Agreement and the other Loan Documents may contain covenants and other terms and provisions variously stated regarding the same or similar matters, and agrees that all such covenants, terms and provisions are cumulative and all shall be performed and satisfied in accordance with their respective terms.

  • No Inconsistent Agreements; Additional Rights The Company shall not hereafter enter into, and is not currently a party to, any agreement with respect to its securities that is inconsistent in any material respect with the rights granted to the Holders by this Agreement.

  • No Inconsistent Obligations Executive is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company. Executive will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. Executive represents and warrants that he or she has returned all property and confidential information belonging to all prior employers.