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:
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Prohibited Acquisitions. Each Purchaser agrees that, unless it has obtained the prior written consent of PixTech, it will not 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, or which such Purchaser has a right to acquire, to an aggregate number of shares having Voting Power in excess of the total Voting Power held by such Purchaser immediately after the 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.
Sample 1Sample 2Sample 3
Prohibited Acquisitions. Each Purchaser agrees that, unless it has obtained the prior written consent of PixTech, it will not:
Sample 1
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).
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1

Related to Prohibited Acquisitions

  • Permitted Acquisitions (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).

  • Permitted Acquisition Prior to consummation of a Permitted Acquisition, the Borrower shall have delivered to Lender complete and correct copies of each document and agreement executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits thereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower and the parties thereto relating to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. Borrower shall have the power, and shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have been duly executed and delivered by Borrower and, to Borrower’s knowledge, each of the other parties thereto and will be the legal, valid and binding obligation of Borrower and to Borrower’s knowledge, such other parties, enforceable against Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall have been fulfilled in all material respects and, as of the date of the consummation of the Permitted Acquisition, the Permitted Acquisition Documents shall not have been amended or otherwise modified and there shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.”

  • Approved Acquisitions Notwithstanding anything contained herein to the contrary, upon the consummation of any merger or other acquisition transaction of the type described in clause (A), (B) or (C) of Section 13.1 involving the Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s Affiliates or Associates) which agreement has been approved by the Board prior to any Person becoming an Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1.

  • No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or (ii) other than in the ordinary course of business, otherwise acquire or agree to acquire any assets which, in the case of this clause (ii), are material, individually or in the aggregate, to the Company.

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Investments and Acquisitions The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Mergers, Acquisitions Merge or consolidate with any Person (whether or not the Company is the surviving entity), except a Subsidiary may consolidate with, or merge into, the Company or another Subsidiary, or, except as permitted by subsection 7.9(f), acquire all or substantially all of the assets or any of the capital stock of any Person.

  • Actions Pending Acquisition IV.01Forbearances of the Company. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by applicable Law, or with the prior written consent of First Foundation, which shall not be unreasonably withheld or delayed, the Company will not, and will cause each of its Subsidiaries not to:

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • Acquisitions Acquire or agree to acquire by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that are material individually or in the aggregate, to its business, taken as a whole;

Time is Money Join Law Insider Premium to draft better contracts faster.