No Specified Transactions Sample Clauses

No Specified Transactions. The Company shall not effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Specified Transaction other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.
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No Specified Transactions. Unless this Agreement shall have been terminated in accordance with its terms, the Company shall not, directly or indirectly, during the Pre-Closing Period, through any Representative or otherwise, (a) solicit, initiate, knowingly encourage or knowingly facilitate the submission of any proposal or offer from any Person relating to any Specified Transaction, (b) participate in any negotiations or discussions or enter into any Contract with any Person (other than Acquiror) relating to any Specified Transaction or any proposal or offer relating to any Specified Transaction, (c) furnish to any Person (other than Acquiror) any information (relating to the Company, the Specified Litigation or otherwise) in connection with any Specified Transaction or any proposal or offer relating to any Specified Transaction, (d) cooperate in any way with any Person (other than Acquiror) in connection with any Specified Transaction or any proposal or offer relating to any Specified Transaction, (e) assist or participate in, knowingly facilitate or knowingly encourage, consider, entertain or accept any proposal or offer from any Person (other than Acquiror) relating to any Specified Transaction or any effort or attempt by any Person (other than Acquiror) to make any such proposal or offer relating to any Specified Transaction or (f) effect or become a party to any Specified Transaction. The Company shall notify Acquiror in writing promptly if any such proposal or offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any such notice to Acquiror, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party or under which the Company has any rights. Within ten (10) Business Days after the date of this Agreement, the Company shall demand (and the Company shall thereafter use commercially reasonable efforts to obtain) the return of all confidential information provided to any prospective acquirer of the Company or any other Person at any time since January 1, 2005, except that to the extent expressly permitted by the terms of any existing nondisclosure agreement between the Company and any such prospective acquirer, counsel to such prospective acquirer may be entitled to re...
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Related to No Specified Transactions

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Non-Arm’s Length Transactions Except as disclosed in the Prospectus and to the Agent, the Corporation does not owe any amount to, nor has the Corporation made any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm's length” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm's length with the Corporation. No officer, director or employee of the Corporation and no person which is an affiliate or associate of any of the foregoing persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the business of the Corporation which could have a material adverse effect on the ability to properly perform the services to be performed by such person for the Corporation. Except as described in the Prospectus, no officer, director, employee or securityholder of the Corporation has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation except for claims in the ordinary and normal course of the business of the Corporation such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

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