Refrain from Certain Actions. No Party shall take any action, refrain from taking any action (subject to commercially reasonable efforts) or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would or could reasonably be expected to materially impede the completion of the transactions contemplated hereby or which would or could reasonably be expected to have a Material Adverse Effect on such Party.
Refrain from Certain Actions. Vitran shall not take any action, refrain from taking any action (subject to commercially reasonable efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which could reasonably be expected to materially impede the completion of the Arrangement or which could have a Material Adverse Effect, provided that where Vitran is required to take any such action or refrain from taking such action (subject to commercially reasonable efforts) as a result of this Agreement, it shall as promptly as reasonably practical notify Purchaser in writing of such circumstances.
Refrain from Certain Actions. Purchaser shall not take any action, shall refrain from taking any action (subject to commercially reasonable efforts), and shall not permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which could reasonably be expected to materially impede the completion of the Arrangement, provided that where Purchaser is required to take any such action or refrain from taking such action (subject to commercially reasonable efforts) as a result of this Agreement, it shall as promptly as reasonably practical notify Vitran in writing of such circumstances.
Refrain from Certain Actions. From the Effective Date until the Closing, no Party will permit Holdings to take any of the following actions, except with the prior written consent of the other Party or as otherwise contemplated by this Agreement:
(a) Amend the Holdings Partnership Agreement or other organizational documents;
(b) Authorize, issue, subdivide or reclassify any partnership interests, including without limitation the Interests, of Holdings; amend, change or alter the rights, preferences or privileges thereof; or issue any options, warrants or rights to acquire any partnership interests of Holdings or any interest therein;
(c) Distribute cash or other assets to its equity holders;
(d) Enter into any consolidation, merger, reorganization or the like;
(e) Borrow money, mortgage, re-mortgage, pledge, hypothecate or otherwise encumber any material assets;
(f) Sell, lease, lend, exchange or otherwise dispose of any material assets, except inventory in the ordinary course of business;
(g) Enter into an agreement to accomplish any of the items set forth in Sections 9.3(a) through (f).
Refrain from Certain Actions. The Trustee shall not be required to take any action hereunder or under any Operative Document if the Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Trustee or is contrary to the terms hereof or of any Operative Document (as amended, modified or supplemented from time to time) or is otherwise contrary to law.
Refrain from Certain Actions. GW shall not take any action, refrain from taking any action (subject to commercially reasonable efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this agreement or which would reasonably be expected to materially impede the completion of the transactions contemplated hereby or which would or would reasonably be expected to have a Material Adverse Effect on GW, provided that where GW is required to take any such action or refrain from taking such action (subject to commercially reasonable efforts) as a result of this agreement, GW shall promptly notify FN in writing of such circumstances.
Refrain from Certain Actions. FN shall not take any action, refrain from taking any action (subject to commercially reasonable efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this agreement or which would reasonably be expected to materially impede the completion of the transactions contemplated hereby or which would or could have a Material Adverse Effect on FN, provided that where FN is required to take any such action or refrain from taking such action (subject to commercially reasonable efforts) as a result of this agreement, it shall immediately notify GW in writing of such circumstances.
Refrain from Certain Actions. Subject to Section 7.2 hereof, Bema shall not take any action, refrain from taking any action (subject to commercially reasonable efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which could reasonably be expected to materially impede the completion of the Arrangement and the transactions contemplated hereby or which could have a Material Adverse Effect on Bema, provided that where Bema is required to take any such action or refrain from taking such action (subject to commercially reasonable efforts) as a result of this Agreement, it shall immediately notify Kinross in writing of such circumstances.
Refrain from Certain Actions. Other than as disclosed in the Kinross Disclosure Letter, Kinross shall not take any action, refrain from taking any action (subject to commercially reasonable efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which could reasonably be expected to materially impede the completion of the Arrangement and the transactions contemplated hereby or which could have a Material Adverse Effect on Kinross, provided that where Kinross is required to take any such action or refrain from taking such action (subject to commercially reasonable efforts) as a result of this Agreement, it shall immediately notify Bema in writing of such circumstances.
Refrain from Certain Actions. From the Effective Date until the Closing, neither Party will permit VTTI Operating to take any of the following actions, except with the prior written consent of the other Party or as otherwise contemplated by this Agreement: (a) Amend the VTTI Operating Charter or other organizational documents; (b) Authorize, issue, subdivide or reclassify any ownership interest in VTTI Operating, including without limitation the Interests; amend, change or alter the rights, preferences or privileges thereof; or issue any options, warrants or rights to acquire any ownership interest in VTTI Operating;
