Pre-Closing Restrictions Sample Clauses

Pre-Closing Restrictions. (a) Without limiting the generality of Section 6.1 and except as set forth on Schedule 6.2 or otherwise contemplated by this Agreement, prior to the Closing, Seller shall not permit any of the Company Group Members to engage in any of the following actions without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed: (i) amend the Organizational Documents of any Company Group Member or of Pennant Midstream; (ii) (A) issue, sell or deliver any shares of capital stock or any other equity securities or equity equivalents of any Company Group Member or (B) amend in any material respect any of the terms of any securities of any Company Group Member outstanding as of the Effective Date; (iii) (A) split, combine, or reclassify its outstanding equity interests, (B) declare, set aside or pay any non-cash distribution in respect of the outstanding equity of any Company Group Member, (C) repurchase, redeem or otherwise acquire any securities of any Company Group Member or (D) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Company Group Member; (iv) declare, set, pay, make or distribute any in-kind distributions on any Company Group Member’s outstanding membership interests or limited liability company interests, as applicable, including the Purchased Interests; (v) except in the ordinary course of business consistent with past practice or for borrowings made under any existing credit facility of a Company Group Member, (A) create, incur, guarantee or assume any Indebtedness for Borrowed Money or otherwise become liable or responsible for the obligations of any other Person (other than a Company Group Member) that remains outstanding as of the Closing, or (B) mortgage or pledge any of its material assets, tangible or intangible, or create any material Encumbrance thereupon that is not released at or prior to Closing, other than Permitted Encumbrances; (vi) acquire assets or sell, lease, transfer, or otherwise dispose of, directly or indirectly, any material assets of any Company Group Member, except for sales and dispositions of hydrocarbons in the ordinary course of business consistent with past practice; (vii) merge or consolidate with any Person, acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnersh...

Pre-Closing Restrictions. (a) Between the date of this Agreement and the Closing the Vendor shall not in regards to the Intellectual Property: (i) make any contract for any acquisition of any assets or enter into any contract except in the ordinary course of business or make any capital expenditures; or (ii) sell or dispose of any property or assets comprising the Intellectual Property except in the ordinary course of business. (b) Between the date of this Agreement and the Closing the Vendor shall: (i) manage the Intellectual Property only in the ordinary course, keep the Intellectual Property in good standing and endeavour to preserve the organization of the Intellectual Property intact; (ii) maintain insurance coverage of the scope and in the amounts presently held. (c) That from the date of this Agreement up to the Closing, the Purchaser and its authorized representatives will be afforded full access during normal business hours to all properties, books, contracts, commitments, records regarding the Intellectual Property and will be furnished with such copies (certified if requested) thereof and other information as the Purchaser may reasonably request. (d) That no damage to the Intellectual Property shall have occurred since the date hereof and prior to the Closing which, in the opinion of the Purchaser will materially and adversely affect the prospects of the Intellectual Property.

Pre-Closing Restrictions. Owner shall not do, or cause, permit or suffer to occur, any of the following without Optionee’s prior written consent: (a) create, grant, permit or suffer to exist any easement, lien, encumbrance condition or other right or interest that may burden, benefit or otherwise impede Optionee’s intended use of the Leased Site for the Project; or (b) construct any improvements on the Leased Site.

Pre-Closing Restrictions. Without limiting the generality of Section 7.1, and except as otherwise contemplated in this Agreement, during the period from the date hereof to the Closing, Seller shall not do any of the following without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (a) acquire, sell, lease, convey, transfer or otherwise dispose of, directly or indirectly, any of the Assets outside of the ordinary course of business; (b) waive or release any material right or claim owed to Seller or any material debt owed to Seller (in each case) under any of the Transferred Agreements; (c) enter into or otherwise incur additional contractual obligations with regard to the IT System, outside the ordinary course of business; (d) amend its certificate of formation, agreement of limited liability company or other governing instruments except for amendments which do not impair Seller’s ability to consummate the transactions contemplated hereby; (e) acquire (by merger, consolidation or acquisition of capital stock or other equity interests or assets or otherwise) any corporation, limited liability company, partnership, or other business organization or division thereof; (f) enter into any contract or agreement (other than Retail Contracts) which will be binding on Buyer or the Assets after the Effective Time if such contract will result in liability to Buyer in excess of $50,000 per year; (g) terminate, curtail or reduce the current number of marketing campaigns to Customers or potential customers, subject to the provisions of Section 7.4(h);

Pre-Closing Restrictions. During the period from the date hereof to the Effective Date, if the Seller (A) makes or revokes any election or changes any tax accounting practices, procedures or methods relating to any amount of Taxes of the Seller or settles or compromises any Tax Proceeding or other controversy relating to any increase or decrease in amount of Taxes of the Seller, or enters into any other agreement to do any of the foregoing that will increase any Taxes with respect to the Assets for any Post-Closing Taxable Period or portion of a Straddle Period beginning after the Effective Date, or (B) prepares or files any Tax Return in a manner inconsistent with past practice and custom that will increase any Taxes with respect to the Assets for any Post-Closing Taxable Period or portion of a Straddle Period beginning after the Effective Date, then the Seller shall indemnify and hold harmless Buyer for any and all increases in such Taxes and any and all related Losses.

Pre-Closing Restrictions. 7.1. The Sellers each undertake that, within the period between the Signing Date and the Closing Date shall, and shall procure that the Company shall: 7.1.1. conduct the business activities in the ordinary course only and in such a way that it is consistent with the manner it had conducted activities up to the Signing Date; 7.1.2. give access to all the premises, books and records of the Company and provide the Buyer with the requested documents and information; 7.1.3. obtain the prior written approval of the Buyer for every decision which is may have Material Adverse Effect for the performance of the Company’s activity, in particular with regard to relationships with Intelsat, banks, suppliers and customers; 7.1.4. generally, submit all documents and applications, meet the respective deadlines and perform such activities and sign such acts, as are required for the proper continuation of the businesses of the Company, renewal or issuance of its authorizations, permits and licenses; 7.1.5. without prejudice to the potential liability of the Sellers, promptly notify the Buyer in writing in respect to any event or circumstance of which the Sellers become aware which is likely to be a breach of the Warranties provided in Clause 8, as well as in respect to any Material Adverse Effect and upon the commencement of, or the imminent or threatened commencement of, or upon obtaining knowledge of any facts that would give rise to any legal proceedings brought to hinder the consummation of the Transaction or any part thereof, or against or relating to the Sellers or the Company, which could materially adversely affect the Transaction or any part thereof, or the capacity of the Sellers to perform the obligations thereof hereunder; 7.1.6. the Company shall use its best endeavours to preserve, on an arm's length terms, its present contractual relationships and the terms and conditions thereof, including by not making them more onerous for the Company; 7.1.7. the Company does not enter into any contract which restricts the Company's ability to choose its suppliers and customers at any time; 7.1.8. the Company shall not make any sales at an undervalue and any purchases at an overvalue which may trigger the annulment of the respective operations; 7.1.9. the Company duly and timely pays all wages to the Staff and uses its best endeavours to procure that the contractual relationship of the Staff with the Company is in force on the Closing Date; 7.1.10. the Company does not mod...

Related to Pre-Closing Restrictions

Selling Restrictions (i) Except as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day next following the expiration or termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its Affiliates nor any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (x) engage in any Short Sales involving the Company’s securities or (y) grant any option to purchase, or acquire any right to dispose of or otherwise dispose for value of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for any shares of Common Stock, or enter into any swap, hedge or other similar agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Securities; or (2) selling a number of shares of Common Stock equal to the number of Shares that such Restricted Person is or may be obligated to purchase under a pending Fixed Purchase Notice, a pending VWAP Purchase Notice or a pending Additional VWAP Purchase Notice but has not yet taken possession of so long as such Restricted Person (or the Broker-Dealer, as applicable) delivers the Shares purchased pursuant to such Fixed Purchase Notice, such VWAP Purchase Notice or such Additional VWAP Purchase Notice (as applicable) to the purchaser thereof or the applicable Broker-Dealer upon such Restricted Person’s receipt of such shares of Common Stock from the Company pursuant to this Agreement. (ii) In addition to the foregoing, in connection with any sale of Securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.
Trading Restrictions Each Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen (15) months following the Closing Date. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6.
Offering Restrictions You will not make any offers or sales of Securities or any Other Securities in jurisdictions outside the United States except under circumstances that will result in compliance with (i) applicable laws, including private placement requirements, in each such jurisdiction and (ii) the restrictions on offers or sales set forth in any AAU or the Prospectus, Preliminary Prospectus, Offering Circular, or Preliminary Offering Circular, as the case may be. It is understood that, except as specified in the Prospectus or Offering Circular or applicable AAU, no action has been taken by the Manager, the Issuer, the Guarantor, or the Seller to permit you to offer Securities in any jurisdiction other than the United States, in the case of a Registered Offering, where action would be required for such purpose.
Stock Restrictions Optionee understands that at the time of the execution of this Option Agreement, the shares of the Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities law, and that the Company currently does not intend to effect any such registration. Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall be purchased by Optionee for investment without a view to distribution within the meaning of the Act, and shall not be sold, transferred, assigned, pledged, or hypothecated unless such transfer has been registered under the Act and applicable state securities laws, or the transfer duly qualifies for an applicable exemption from the registration requirements of the Act and any applicable state securities laws. In any event, Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Optionee agrees that (i) the certificates representing the shares of the Stock purchased under this Option may bear such restrictive legend or legends as the Company's legal counsel deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of the Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities laws, and (iii) the Company may give related instructions to its transfer agent to stop registration of the transfer of the shares of Stock purchased under this Option.
Release of Restrictions Upon vesting of any portion of the shares of Restricted Stock and satisfaction of any other conditions required by the Plan or pursuant to this Restricted Stock Agreement, the Company shall promptly either issue a stock certificate, without such restricted legend, for any shares of the Restricted Stock that have vested, or, if the shares are held in book entry form, the Company shall remove the notations on the book form for any shares of the Restricted Stock that have vested.
Lobbying Restrictions The Recipient will comply, as applicable, with provisions of the Hatch Act (5 U.S.C. §§ 1501- 1508 and 7324-7328) which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. The Recipient will comply with provisions of 31 U.S.C § 1352. This provision generally prohibits the use of Federal funds for lobbying in the Executive or Legislative Branches of the Federal Government in connection with the award, and requires disclosure of the use of non-Federal funds for lobbying. The Recipient shall submit, at the time of application, a completed “Certification Regarding Lobbying” form, regardless of dollar value. If applicable, the Recipient receiving in excess of $100,000.00 in Federal funding shall submit a completed Standard Form (SF-LLL), “Disclosure of Lobbying Activities” for any persons engaged in lobbying activities, as discussed at 31 U.S. Code § 1352 – Limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. The form concerns the use of non-Federal funds for lobbying within 30 days following the end of the calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed. If the Recipient must submit the SF-LLL, including those received from sub-recipients, contractors, and subcontractors, to the Grants Officer.
Age Restrictions Drivers must be 21 years of age or over.
Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. (b) Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section [6(h)] of the Underwriting Agreement.
Disclosure Restrictions If necessary for the proper management and administration of the Business Associate or to carry out legal responsibilities of the Business Associate. PHI may only be disclosed to another person/entity for such purposes if: 3.2.1. Disclosure is required by law; or 3.2.2. Where the Business Associate obtains reasonable assurances from the person to whom disclosure is made that the PHI released will be held confidentially and only may be used or further disclosed as required by law or for the purposes of the disclosure; and person/entity agrees to notify Business Associate of any breaches of confidentiality in a timely fashion and in writing. Documentation needs to follow the same standards and time frames as item 6 below.
Restricted Securities Owners/Ownership Restrictions From time to time or upon request of the Depositary, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update such list on a regular basis. The Depositary may rely on such list or update but shall not be liable for any action or omission made in reliance thereon. The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Memorandum and Articles of Association or applicable Cayman Islands law as if they held the number of Shares their ADSs represent. The Company shall, in accordance with Article (24) of the Receipt, inform Holders and Beneficial Owners and the Depositary of any other limitations on ownership of Shares that the Holders and Beneficial Owners may be subject to by reason of the number of ADSs held under the Articles of Association or applicable Cayman Islands law, as such restrictions may be in force from time to time. The Company may, in its sole discretion, but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner pursuant to the Memorandum and Articles of Association, including but not limited to, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADRs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association; provided that any such measures are practicable and legal and can be undertaken without undue burden or expense, and provided further the Depositary’s agreement to the foregoing is conditional upon it being advised of any applicable changes in the Memorandum and Articles of Association. The Depositary shall have no liability for any actions taken in accordance with such instructions.

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