Other negative undertakings Sample Clauses
The 'Other negative undertakings' clause restricts a party from engaging in certain actions or behaviors beyond those already specified elsewhere in the agreement. Typically, this clause may prohibit activities such as incurring additional debt, granting security interests, or entering into conflicting agreements without prior consent. Its core practical function is to protect the interests of the other party by preventing actions that could undermine the agreement or increase risk, thereby ensuring stability and predictability in the contractual relationship.
Other negative undertakings. The Guarantor shall not allow any Borrower to:
(a) open or maintain, any account with any bank or financial institution except accounts with the Agent for the purposes of the Finance Documents;
(b) issue, allot or grant any person any limited liability company interests other than the Guarantor or the respective Shareholder; and
(c) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactions.
Other negative undertakings. Except as required by this Agreement, Applicable Laws or with the prior written consent of the Offeror (such consent not to be unreasonably withheld or delayed), from the date hereof until the settlement of the Company Shares tendered to the initial Offer period, Company shall not:
(i) be a party to any merger, contribution or spin off;
(ii) make any change to its capital, or issue any transferable Company Shares, of any nature whatsoever, or any warrants (other than any issuance of shares upon exercise, conversion or exchange of securities or BSARs, or Stock Options outstanding as of the date of this Agreement);
Other negative undertakings. Except as required by this Agreement, Applicable Laws or with the prior written consent of the Offeror (such consent not to be unreasonably withheld or delayed), from the date hereof until the settlement of the Company Shares tendered to the initial Offer period, Company shall not:
(i) be a party to any merger, contribution or spin off;
(ii) make any change to its capital, or issue any transferable Company Shares, of any nature whatsoever, or any warrants (other than any issuance of shares upon exercise, conversion or exchange of securities or BSARs, or Stock Options outstanding as of the date of this Agreement);
(iii) amend its articles of association (other than following issuance of shares upon exercise, conversion or exchange of securities or BSARs, or Stock Options outstanding as of the date of this Agreement);
(iv) directly or indirectly acquire in any transaction (a) any equity interest in or business of any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity or division thereof or (b) any material properties or assets;
(v) sell or convey any of its assets (excluding any Cameleon license agreement entered into the ordinary course of business) in an aggregate value in excess of € 50,000 (Fifty Thousand Euros);