Prohibited Acquisitions Sample Clauses

Prohibited Acquisitions. (a) No Obligor shall (and the Company shall ensure that no other member of the Restricted Group shall), without the prior written consent of the Majority Lenders: (i) subscribe for or acquire any share or other equity interest in, or make any capital contribution to, any person; or (ii) acquire any business or going concern, or the whole or substantially the whole of the assets or business of any person, or any assets that constitute a division or operating unit of the business of any person, (each an “Acquisition”). (b) Paragraph (a) above shall not apply to: (i) the Share Buy Backs (subject to Clause 22.15 (Limitation on the amounts applied towards Share Buy Backs)); (ii) an Acquisition for a consideration not exceeding a normal commercial consideration by a Guarantor from any member of the Restricted Group, or by one wholly-owned Subsidiary of the Company in the Restricted Group from another wholly-owned Subsidiary in the Restricted Group, or (if the interest of the Company in the transferee is not less than its interest in the transferor) by any other such Subsidiary from another which is a member of the Restricted Group; (iii) an Acquisition of the issued share capital of a limited liability company, including by way of formation, which has not traded prior to the date of that Acquisition and which has no, or only nominal, assets and liabilities as at the date of that Acquisition; (iv) an Acquisition (other than any acquisition of shares or equity investment in the Allscripts Group) by a member of the Restricted Group if: (A) it is made at fair market value; (B) it is of or in a business or shares in a business, in each case of the same type as that carried on by the Restricted Group; (C) all Authorisations required in relation to that Acquisition have been obtained; (D) it does not involve any member of the Restricted Group entering into a partnership or joint venture arrangement with any person other than a member of the Restricted Group for the purposes of that Acquisition; (E) the ratio of Net Borrowings to Adjusted EBITDA for the most recently ended Relevant Period in respect of which a Compliance Certificate has been delivered, recalculated (i) after consolidating the financial statements of the company or business to be acquired (consolidated if that company has Subsidiaries) for that Relevant Period with those of the Restricted Group on a pro forma basis (and taking into synergies which are reasonable and realisable within 12 months of the pro...

Prohibited Acquisitions. Pfizer agrees that, for a period of [four(4)] years following the Closing Date, unless it has obtained the prior written consent of ArQule, it will not directly or indirectly (i) acquire beneficial ownership of any Voting Stock, any securities convertible into or exchangeable for Voting Stock, or any other right to acquire Voting Stock (except by way of stock dividends or other distributions or offerings made available to holders of any Voting Stock generally or additional purchased Voting Stock as set forth in the Collaboration Agreement), (ii) make a tender, exchange or other offer for Voting Stock which would result in such an acquisition, or (iii) engage in any solicitation of proxies (within the meaning of the federal securities laws) for the purpose of obtaining shareholder approval for any transaction that would result in such an acquisition, if the effect of such acquisition would be to increase the Voting Power of all Voting Stock then beneficially owned by Pfizer, or which Pfizer has a right to acquire, to an aggregate number of shares exceeding the Maximum Percentage of the total Voting Power of ArQule at the time in effect; PROVIDED that it will not be a violation of this Section 10.1 if the aggregate percentage of the total Voting Power of ArQule represented by Voting Stock beneficially owned by Pfizer or which Pfizer has a right to acquire is increased as a result of a recapitalization of ArQule on or after the date of this Agreement, repurchase by ArQule of any of its Common Stock or any other action taken by ArQule or its affiliates. In the event that Pfizer owns in the aggregate more than the Maximum Percentage of the total Voting Power of ArQule due to a repurchase by ArQule of any of its Common Stock Pfizer may, but is not required to request that ArQule repurchase that number of shares of its Common Stock from Pfizer necessary to reduce Pfizer's ownership of ArQule's Common Stock below the Maximum Percentage, at the current market price; PROVIDED, HOWEVER, that the foregoing shall not be deemed to limit ArQule's remedies in the event that the excess Voting Stock is acquired in violation of this Section 10.1(b).

Prohibited Acquisitions. Each Purchaser agrees that, unless it has obtained the prior written consent of PixTech, it will not: (a) directly or indirectly acquire beneficial ownership of any Voting Stock, any securities convertible into or exchangeable for Voting Stock, or any other right to acquire Voting Stock (except, in any case, by way of stock dividends or other distributions or offerings made available to holders of any Voting Stock generally), without the written consent of a majority of PixTech's Board of Directors, if the effect of such acquisition would be to increase the Voting Power of all Voting Stock then beneficially owned by a Purchaser and its Affiliates, or which such Purchaser and its Affiliates have a right to acquire, to an aggregate number of shares having Voting Power in excess of the total Voting Power held by such Purchaser and its Affiliates immediately after the Closing or any Subsequent Closing; provided that a Purchaser will not be obligated to dispose of any Voting Stock if the aggregate percentage of the total Voting Power of PixTech represented by Voting Stock beneficially owned by a Purchaser or which a Purchaser has a right to acquire is increased as a result of a recapitalization of PixTech or after the date of this Agreement or any other action taken by PixTech or its affiliates; or (b) initiate or encourage any person to initiate any "election contest" relating to the election of directors of PixTech, as such terms are defined in Regulation 14A under the Exchange Act.

Prohibited Acquisitions. Subject to the provisions of this Agreement, during the term of this Agreement, the Shareholders agree with the Company that, without the prior approval of the Affiliated Transaction Committee, the Shareholders will not, and will cause each member of the Shareholder Group not to initiate (including by means of publicly proposing or announcing or otherwise disclosing an intention to propose, solicit, offer, seek to effect or negotiate) a merger, acquisition or other business combination transaction relating to the Company (other than a merger, acquisition or business combination of a third party (not a member of the Shareholder Group) with the Company) which would not be, if consummated, a Permitted Acquisition.

Prohibited Acquisitions. 1.1 No Obligor shall (and the Original Borrower shall ensure that no other member of the Group shall), without the prior written consent of the Majority Lenders, acquire any company, business, assets or undertaking. 1.2 Paragraph (a) above shall not apply to: 1.2.1 the Acquisitions; 1.2.2 an acquisition for a consideration not exceeding a normal commercial consideration by any member of the Group from an Obligor, or by one wholly-owned Subsidiary of the Original Borrower from another, or (if the interest of the Original Borrower in the transferee is not less than its interest in the transferor) by any other Subsidiary from another; 1.2.3 an acquisition by an Obligor for a consideration of less than L20,000,000 (or its equivalent); or 1.2.4 an acquisition by an Obligor for a consideration of more than L20,000,000 (or its equivalent) if: 1.2.5 it is made at fair market value; 1.2.6 it is of a company, business or undertaking, or assets used, in the same type of business as that carried on by the Group at the date of this Agreement; 1.2.7 all Authorisations required in relation to that acquisition have been obtained; 1.2.8 it does not involve any member of the Group entering into a partnership or joint venture arrangement with any person other than a member of the Group for the purposes of that acquisition; 1.2.9 the Original Borrower has provided the Agent with a certificate prepared on the basis of pro forma financial statements for the Original Borrower taking into account the proposed acquisition (which are based on (1) management accounts for the Original Borrower prepared as at the end of the Month immediately preceding the proposed acquisition date and (2) the most recent audited annual financial statements of the company to be acquired) demonstrating, as of the proposed date of that acquisition, compliance with paragraph (a) of Clause 22.2 (Financial condition); 58 1.2.10 that acquisition does not constitute a "Class 1" transaction within the meaning of Chapter 10 (Transactions) of the Financial Services Authority Listing Rules; and 1.2.11 as a result of that acquisition, the Net External Debt of the Group will not increase by more than $400,000,000 (or its equivalent). 1.3 For the purposes of this Clause 23.11: 1.3.1 an acquisition shall not constitute a "Class 1" transaction if the UK Listing Authority determines that it is not a "Class 1" transaction or waives the requirement to despatch an explanatory circular to the Original Borrower's shareholde...

Prohibited Acquisitions. Parent and Merger Sub covenant and agree with the Company that between the date of this Agreement and the Effective Time or the earlier termination of this Agreement pursuant to Article VIII, Parent and Merger Sub shall not, and shall cause their respective Subsidiaries not to, acquire or agree to acquire (by stock purchase, merger, consolidation, purchase of assets, license or otherwise) any type of ownership interest in any other Person, business enterprise or assets that operate, sell or franchise any type of fast casual restaurant or that would reasonably be expected to prevent or materially delay the expiration or termination of any waiting period pursuant to the HSR Act or any other Antitrust Laws applicable to this Agreement or the Transactions, the receipt of any clearance pursuant to any other Laws applicable to this Agreement or the Transactions, or the consummation of the Transactions.

Prohibited Acquisitions. Parent and Merger Sub covenant and agree with the Company that between the date of this Agreement and the Effective Time or the earlier termination of this Agreement pursuant to Article VIII, Parent and Merger Sub shall not, and shall cause their respective Subsidiaries not to, acquire or agree to acquire (by stock purchase, merger, consolidation, purchase of assets, license or otherwise) an ownership interest in any other Person, business enterprise or assets that would reasonably be expected to prevent or materially delay the expiration or termination of any waiting period pursuant to the HSR Act or any other Antitrust Laws applicable to this Agreement or the Transactions, the receipt of any clearance pursuant to any other Laws applicable to this Agreement or the Transactions, or the consummation of the Transactions.

Prohibited Acquisitions. (a) No Seller or its Affiliates (excluding any Affiliate acquiring the shares of AMEC plc, a corporation organized under the laws of the United Kingdom, through merger) has acquired or will acquire any property that is (i) Prohibited Property, (ii) shares of Willbros Group, Inc., or (iii) debt issued by Willbros Group, Inc., for a period of at least four years after the date of this Agreement. (b) To the best of Sellers’ knowledge as of the date of this Agreement, no shareholder owning an interest of 10 percent or greater in AMEC plc has acquired or intends to acquire property that is Prohibited Property.