No Purchase of Securities; Other Actions Sample Clauses

No Purchase of Securities; Other Actions. (a) Except as provided in this Agreement or with the express written consent of PSA (which may not be unreasonably withheld), during the Exclusivity Period, neither Purchaser nor any of its Subsidiaries will, in any manner, directly or indirectly, (A) acquire, or offer to acquire, any equity securities of PSA (including options to acquire securities), (B) acquire, or offer to acquire, any assets of PSA or any of its Subsidiaries, (C) acquire, offer to acquire, agree to acquire, hire, solicit to hire or contract with any PSA SUB employee, franchisee, Independent Contractor or Contract Affiliate of PSA SUB as of the date hereof, or (D) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board of Directors or the policies of PSA or PSA SUB. (b) In the event of the termination of this Agreement, neither Purchaser nor any of its Subsidiaries, Affiliates, agents or representatives (collectively, the "HH Entities" and individually an "HH Entity") will, in any manner, directly or indirectly, for a period of twelve (12) months from the date of termination of this Agreement, solicit to hire or contract with any PSA or PSA SUB employee as of the date hereof; provided, however, that neither Purchaser nor any HH Entity shall be prohibited from employing employees of PSA or PSA SUB if (i) such employee initiates the contact with the Purchaser or HH Entity without any solicitation on the part of Purchaser or any HH Entity or (ii) such employee responds to a general advertisement published in a newspaper, magazine or similar publication and paid for by HH.
Sample 1
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No Purchase of Securities; Other Actions. (a) Except as provided in this Agreement or pursuant to the Stock Option Agreements of even date herewith, during the period from the date of this Agreement through the earlier of (aa) the Effective Time, or (bb) the termination of this Agreement, neither Parent nor any of its Subsidiaries will, in any manner, (i) acquire, or offer to acquire, any equity securities of the Company (including options to acquire securities), (ii) acquire, or offer to acquire, any assets of the Company, or (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board of Directors or the policies of the Company. Neither Parent nor any of its Subsidiaries will initiate any request for any waiver of the foregoing provisions or any consent to any action which otherwise would be prohibited thereby and may request such a waiver or consent only if the Company has initiated such request in writing prior thereto. (b) Except as provided in this Agreement or pursuant to the Stock Option Agreements of even date herewith, during the period from the date of this Agreement through the earlier of (aa) the Effective Time, or (bb) the termination of this Agreement, neither Company nor any of its Subsidiaries will, in any manner, (i) acquire, or offer to acquire, any equity securities of Parent (including options to acquire securities), (ii) acquire, or offer to acquire, any assets of Parent, or (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board of Directors or the policies of Parent. Neither the Company nor any of its Subsidiaries will initiate any request for any waiver of the foregoing provisions or any consent to any action which otherwise would be prohibited thereby and may request such a waiver or consent only if Parent has initiated such request in writing prior thereto. A-25
Sample 1
No Purchase of Securities; Other Actions. You agree that for a ---------------------------------------- period of three years from the date of this agreement, none of you, your affiliates or the associates of you or your affiliates will, in any manner, alone or in concert with others (whether or not pursuant to any legally binding agreement or commitment), without the prior written approval of the Board of Directors of the Company, (i) acquire, or offer to acquire, or negotiate with respect to the acquisition of, directly or indirectly, record or beneficial ownership of any capital stock, debt securities, indebtedness or any securities of the Company or
Sample 1
No Purchase of Securities; Other Actions. Each of Securitas and Pinkerton ---------------------------------------- agrees that for a period of two years from the date of this agreement, neither it nor any of its affiliates or associates will, in any manner, alone or in concert with others (whether or not pursuant to any legally binding agreement or commitment), without the prior written approval of the Board of Directors of the other (i) acquire, or offer to acquire, directly or indirectly, record or beneficial ownership of any equity securities of the other or of any subsidiary of the other; (ii) acquire or offer to acquire, directly or indirectly, any options or other rights to acquire any equity securities of the other or of any subsidiary of the other (whether or not exercisable only after the passage of time or the occurrence of any event); (iii) acquire or offer to acquire, directly or indirectly, any assets of the other; (iv) offer to enter into any acquisition or other business combination transaction relating to the other or to any subsidiary of the other; (v) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" or "written authorization or consent" (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the other; (vi) otherwise act, alone or in concert with others, to seek to control or influence the management of the Board of Directors or the policies of the other; (vii) directly or indirectly participate in or encourage the formation of any "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) which owns or seeks or offers to acquire record or beneficial ownership of equity securities of the other (including right to acquire such securities) or which seeks or offers to affect control of the other or otherwise seeks or proposes to do any of the acts specified in (i) through (vi) above; (viii) propose, or publicly announce or otherwise disclose any request for permission or consent in respect of, any of the foregoing; or (ix) advise, assist or encourage any other persons in connection with any of the foregoing. Securitas and Pinkerton also agree during such period not to (a) request the other (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence) or (b) take any action which might requir...
Sample 1

Related to No Purchase of Securities; Other Actions

  • Purchase of Securities Promptly upon each purchase of Securities for the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (iii) the date of purchase and settlement, (iv) the purchase price per unit, (v) the total amount payable upon such purchase, and (vi) the name of the person to whom such amount is payable. The Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there is insufficient cash available to the Fund for which such purchase was made.

  • Release of Securities (a) The Custodian shall release and ship for delivery, or direct its agents or sub-custodian to release and ship for delivery, as the case may be, Securities or Required Loan Documents (or other Underlying Loan Documents) of the Company held by the Custodian, its agents or its sub-custodian from time to time upon receipt of Proper Instructions (which shall, among other things, specify the Securities or Required Loan Documents (or other Underlying Loan Documents) to be released, with such delivery and other information as may be necessary to enable the Custodian to perform (including the delivery method)), which may be standing instructions (in form acceptable to the Custodian), in the following cases: (i) upon sale of such Securities by or on behalf of the Company, and such sale may, unless and except to the extent otherwise directed by Proper Instructions, be carried out by the Custodian: (A) in accordance with the customary or established practices and procedures in the jurisdiction or market where the transactions occur, including delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment; or (B) in the case of a sale effected through a Securities System, in accordance with the rules governing the operations of the Securities System; (ii) upon the receipt of payment in connection with any repurchase agreement related to such Securities; (iii) to a depositary agent in connection with tender or other similar offers for such Securities; (iv) to the issuer thereof, or its agent, when such Securities are called, redeemed, retired or otherwise become payable (unless otherwise directed by Proper Instructions, the cash or other consideration is to be delivered to the Custodian, its agents or its sub-custodian); (v) to an issuer thereof, or its agent, for transfer into the name of the Custodian or of any nominee of the Custodian or into the name of any of its agents or sub-custodian or their nominees, or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; (vi) to brokers, clearing banks or other clearing agents for examination in accordance with the Street Delivery Custom; (vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such Securities, or pursuant to any deposit agreement (unless otherwise directed by Proper Instructions, the new securities and cash, if any, are to be delivered to the Custodian, its agents or its sub-custodian); (viii) in the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities (unless otherwise directed by Proper Instructions, the new securities and cash, if any, are to be delivered to the Custodian, its agents or its sub-custodian); and/or (ix) for any other purpose, but only upon receipt of Proper Instructions and an officer’s certificate signed by an officer of the Company (which officer shall not have been the Authorized Persons providing the Proper Instructions) stating (i) the specified securities to be delivered, (ii) the purpose for such delivery, (iii) that such purpose is a proper corporate purpose and (iv) naming the person or persons to whom delivery of such Securities shall be made, and attaching a certified copy of a resolution of the board of directors of the Company or an authorized committee thereof approving the delivery of such Proper Instructions.

  • Repurchase of Securities AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

  • Sale and Purchase of Securities Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $15.00

  • Trustee Not Responsible for Recitals or Issuance of Securities The recitals contained herein and in the Securities, except for the Trustee's certificates of authentication, and in any coupons shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

  • Not Responsible for Recitals or Issuance of Securities The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

  • Replacement of Securities If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

  • Pledge of Securities Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(g) hereof; provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(g) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.

  • Reissuance of Securities The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as: (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.

  • Restrictions on Sale of Securities The Shares issued as payment for vested Restricted Stock Units under this Agreement will be registered under U.S. federal securities laws and will be freely tradable upon receipt. However, an Employee’s subsequent sale of the Shares may be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s xxxxxxx xxxxxxx policies, and any other applicable securities laws.

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