Purchases of Equity Securities Sample Clauses

Purchases of Equity Securities. During the Term and for a period of ------------------------------ one (1) year thereafter, except as permitted by Section 17.2, GSK and its Affiliates will not (and will not assist or encourage others to) directly or indirectly in any manner: 17.1.1 acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule l3d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or interest in any ------------ securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of Adolor; 17.1.2 make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission (the "SEC") promulgated pursuant to Section 14 of the Exchange Act); provided, --- however, that the prohibition in this Section 17.1.2 shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule 14a-2 is in effect as of the date hereof; 17.1.3 form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Adolor; **=Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 17.1.4 acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of Adolor or (ii) direct or indirect rights, warrants or options to acquire any assets of Adolor, except for such assets as are then being offered for sale by Adolor; 17.1.5 enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under Sections 17.1.1, 17.1.2 or 17.1.3; or 17.1.6 otherwise act in concert with others, to seek to offer to Adolor or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Adolor or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of Adolor or nominate any person as a director of Adolor who is not nominated by the then incumbent direc...

Purchases of Equity Securities. Subject to the exceptions set forth in Section 4.03, during the Standstill Period, the Investor Parties shall not, directly or indirectly, acquire, agree to acquire or make a proposal to acquire beneficial ownership of any shares of Equity Securities. Equity Securities acquired pursuant to this Article IV shall be subject to all the terms, covenants and conditions of this Agreement.

Purchases of Equity Securities. (a) Until the third anniversary of the Effective Time, Purchaser shall not, directly or indirectly through one or more of its Affiliates or Associates, purchase or otherwise acquire, or propose or offer to purchase or acquire, or otherwise become the beneficial owner, individually or as a member of a "group" (as defined for purposes of Section 13d of the Exchange Act), of any Equity Securities, whether by merger, consolidation, recapitalization, tender or exchange offer, market purchase, privately negotiated purchase, or otherwise, if, immediately after such transaction, Purchaser and its Affiliates or Associates would, directly or indirectly, beneficially own in excess of 75% of the then outstanding shares of Voting Stock; provided, however, that after the first anniversary of the Effective Time, subject to the receipt of the approval of the Supervisory Committee (as defined below), Purchaser or any of its Affiliates or Associates may acquire, in one transaction or in a series of related transactions, all, but not less than all, of the Equity Securities of the Company which are not then, directly or indirectly, beneficially owned by Purchaser or one or more of its Affiliates or Associates. (b) Notwithstanding the foregoing, Purchaser shall not be deemed to be in violation of this Section 2.01 if Purchaser, or its Affiliates or Associates in the aggregate, inadvertently becomes the direct or indirect beneficial owner of more than 75% of the then outstanding shares of Voting Stock and, as soon as commercially practicable, divests itself or themselves of a sufficient amount of the Equity Securities so that it or they are no longer the beneficial owner of more than 75% of the then outstanding shares of Voting Stock.

Purchases of Equity Securities. Except as permitted by Section 6.01(b) or 6.01(c), neither Purchaser nor its Affiliates will directly or indirectly acquire any securities (including by exercise of the Warrants or Special Warrants) or take any other action that would cause the percentage of the Total Voting Power represented by the aggregate voting power of all Voting Securities then held by Purchaser to equal or exceed 25%.

Purchases of Equity Securities. (a) Except as permitted by Section 6.01(b) or 6.01(c), neither Purchaser nor its Affiliates will directly or indirectly acquire any securities (including by exercise of the Warrants or Special Warrants) or take any other action that would cause the percentage of the Total Voting Power represented by the aggregate voting power of all Voting Securities then held by Purchaser to equal or exceed 25%. (b) Nothing herein shall prevent Purchaser from purchasing any Securities pursuant to the terms of this Agreement (including through exercise of the Warrants and the Special Warrants in accordance with their respective terms) and the Purchaser shall not be treated as having breached any covenant in this Agreement solely as a result of such purchase. (c) This Section 6.01 shall terminate and be of no further force or effect on the earlier to occur of (i) the fifth anniversary of the Closing and (ii) the date on which the percentage of the Total Voting Power represented by the aggregate voting power of all Voting Securities then owned by Purchaser (other than any Voting Securities acquired in violation of this Agreement) is greater than 50%.

Purchases of Equity Securities. During the Standstill Period, no Holder shall, nor shall it cause or permit any of its Affiliates (other than Parent and any subsidiaries of Parent) to, directly or indirectly, purchase or otherwise acquire any shares of Voting Stock from any Person unless: (a) a majority of the Directors, not including the Company Designated Directors, shall have previously approved such acquisition; (b) such purchase or acquisition is a result of a dividend that is declared by the Board of Directors and that is payable in Voting Stock; (c) such purchase or acquisition is pursuant to the right of participation set forth in Section 4; (d) such acquisition is pursuant to the indemnification provisions set forth in Article 7 of the Merger Agreement; (e) such purchase or acquisition occurs (i) after December 31, 2010 and (ii) is effected through a tender offer made to all holders of Voting Stock in accordance with all applicable securities laws; or (f) such purchase or acquisition is the result of the conversion of any shares of Parent Preferred Stock.

Purchases of Equity Securities. Except for the acquisition of shares of Common Stock pursuant to the Combination Agreement or pursuant to or as contemplated by the Share Repurchase Agreement and subject to the exceptions set forth in Section 4.03, during the Standstill Period, the Investor Parties shall not, directly or indirectly, acquire, agree to acquire or make a proposal to acquire beneficial ownership of any shares of Equity Securities. Equity Securities acquired pursuant to this Article IV shall be subject to all of the terms, covenants and conditions of this Agreement.”

Purchases of Equity Securities. (a) Unless approved by a majority of the Independent Directors of the Board of Directors, from the date of this Agreement until and including December 31, 2008, none of the Sellers nor their respective Affiliates shall, directly or indirectly, purchase or otherwise acquire, or propose or offer to purchase or otherwise acquire, any Equity Securities, whether by tender offer, market purchase, privately negotiated purchase, Business Combination or otherwise, if, immediately after such purchase or acquisition, the aggregate Interest held by the Sellers would equal or exceed the Initial Percentage. (b) The prohibitions contained in Section 2.1(a) shall not apply to any Permitted Acquisition Transaction following (x) the commencement by any third party of (1) a bona fide tender or exchange offer to purchase in excess of 20% of the outstanding shares of Common Stock that the Board of Directors either recommends acceptance of, expresses no opinion and remains neutral toward or is unable to take a position with respect to, (2) a bona fide proposal to acquire all or substantially all of the assets of Xxxxxxx that the Board of Directors is actively entertaining and the consummation of which would require approval by the shareholders of Xxxxxxx pursuant to Section 14-2-1202 of the Georgia Business Corporation Code or (3) a bona fide proposal to enter into any acquisition or other business combination transaction with Xxxxxxx that the Board of Directors is actively entertaining, in the case of each of clauses (1)-(3), which shall not have been approved in advance by Xxxxxxx or the Board of Directors, or (y) Xxxxxxx entering into (or announcing its intention to do so) a definitive agreement, or an agreement contemplating a definitive agreement, for any of the transactions described in clauses (1) - (3) above.

Purchases of Equity Securities. (a) During the First Standstill Period, Ciba shall not, directly or indirectly, purchase or otherwise acquire any Equity Securities from any Person other than the Company unless (i) such acquisition is a Market Purchase and (ii) immediately after such purchase or acquisition, Ciba's Percentage Interest would not exceed the greatest of (A) 49.9%, (B) the highest Ciba's Percentage Interest resulting from any acquisition by Ciba or its Affiliates of Equity Securities that has been approved pursuant to paragraph (c) below and (C) the highest Ciba's Percentage Interest immediately following any action by the Company (including a purchase by the Company of outstanding Equity Securities or a sale of Equity Securities to Ciba or its Affiliates by the Company) that increases Ciba's Percentage Interest. (b) Subject to Section 4.01(d), during the Second Standstill Period, Ciba shall not, directly or indirectly, purchase or otherwise acquire any Equity Securities from any Person other than the Company unless (i) such acquisition is a Market Purchase and (ii) immediately after such purchase or acquisition, Ciba's Percentage Interest would not exceed the greatest of (A) 55%, (B) the highest Ciba's Percentage Interest resulting from any acquisition by Ciba or its Affiliates of Equity Securities that has been approved pursuant to paragraph (c) below and (C) the highest Ciba's Percentage Interest immediately following any action by the Company (including a purchase by the Company of outstanding Equity Securities or a sale of Equity Securities to Ciba or its Affiliates by the Company) that increases Ciba's Percentage Interest. (c) Except with respect to a Buyout Transaction, which shall be governed by paragraph (d) below, any purchase or other acquisition of Equity Securities by Ciba or its Affiliates (other than the Company and its Subsidiaries) from any Person other than the Company not permitted by Section 4.01(a) or (b) shall require the approval of a majority of the Independent Directors acting solely in the interest of the Unaffiliated Equity Holders and in granting such approval the Independent Directors, unless a majority of them decide otherwise, will require a purchase price for such Equity Securities in connection therewith reflecting a proportionate share of then prevailing Third Party Sale Value; PROVIDED that no such purchase shall increase Ciba's Percentage Interest above 79.9%. (d) Ciba may propose and consummate a Buyout Transaction at any time after the si...

Purchases of Equity Securities. Except for the acquisition of Shares pursuant to the Merger Agreement, without the prior written approval or consent of the Majority Independent Directors, each Restricted Stockholder shall not, directly or indirectly, and shall cause its respective affiliates (acting in any capacity) (collectively, the “Restricted Parties”) not to, during the Standstill Period applicable to such Restricted Stockholder, directly or indirectly (including by means of any derivative instrument, through one or more intermediaries or otherwise), acquire, agree to acquire or make a proposal to acquire beneficial ownership of any Equity Securities; provided that the foregoing shall not prohibit (a) the acquisition of additional Equity Securities pursuant to a stock split or stock dividend paid pro rata (excluding cash paid in lieu of fractional shares) to the holders of any class of Equity Securities then held by such Restricted Stockholder or any Restricted Party, (b) the receipt by any Restricted Stockholder or any Restricted Party of a grant of Equity Securities issued to him or her by the Company in his or her capacity as an officer, director, consultant or employee of the Company or the acquisition of Equity Securities pursuant to the exercise of rights provided in the grant of such Equity Securities, (c) the acquisition of additional Equity Securities by such Restricted Stockholder or any Restricted Parties pursuant to any rights or warrants distributed by the Company pro rata to the holders of any class of Equity Securities then held by such Restricted Stockholder or its Restricted Parties or (d) the acquisition of Equity Securities by such Restricted Stockholder in open market transactions unless the acquisition of such Equity Securities, together with the Voting Stock currently held by such Restricted Stockholder at the time of acquisition, would result in such Restricted Stockholder holding Voting Stock representing a greater percentage of the Voting Stock than such Restricted Stockholder held immediately after the Effective Time.