Restriction on Certain Actions Sample Clauses

Restriction on Certain Actions. 5.1.1 If either RTL or RTP proposes to take any of the following actions:
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Restriction on Certain Actions. During the term of this Agreement, Warrant-Holder, without the prior consent of CIF's Board of Directors, will not, nor will he or it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended, (the "Act")) of Warrant-Holder, to:
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Restriction on Certain Actions. From the date of this Agreement and until the termination of this Agreement in accordance with its terms, no party shall, directly or indirectly, (i) take any action that would cause any representation or warranty of such party contained in this Agreement to become untrue or incorrect or have the effect of preventing or disabling such party from performing its obligations under this Agreement or (ii) commit or agree to take any of the foregoing actions.
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Restriction on Certain Actions. Curaleaf Common Parent, any Affiliate thereof, including the Surviving Corporation (including, after the Closing for avoidance of doubt, the Acquired Companies) will not (and will not permit their respective Affiliates to) (A) except for Tax Returns prepared and filed in accordance with Section 7.2(b), file, e-file, amend or supplement any Tax Returns of the Acquired Companies (or otherwise initiate any voluntary disclosure with any Governmental Authority) with respect to any Pre-Closing Tax Period or Straddle Period, (B) take any action on the Closing Date after the Closing that could reasonably be expected to create a Tax liability that is outside the Ordinary Course of Business, or (C) make or change any Tax election including, for the avoidance of doubt, any election under Section 336(e) or 338(g) or (h) of the Code (or comparable provision of state, local or non-U.S. Tax Law) or change any method of accounting that has retroactive effect to any Tax Return of the Acquired Companies for a Pre-Closing Tax Period or Straddle Period, in each case, if such action would have the effect of increasing Taxes which are borne by the Securityholders under this Agreement, without the Seller Representative’s consent (not to be unreasonably withheld).
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Restriction on Certain Actions. During the Standstill Period (as defined below), (i) MC shall not (A) solicit proxies with respect to PN Shares or be a "participant" in an "election contest" or "solicitation" (as such terms are used in Regulation 14A under the Exchange Act) with respect to PN Shares, (B) 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 PN Shares, (C) in any manner acquire, agree to acquire or make any proposal to acquire, any securities of, equity interest in, or any material property of, PN or any of PN's Subsidiaries (other than pursuant to this Agreement or the Merger Agreement) except nothing herein shall prevent MC from offering to buy PN Shares in the event that a third party submits a PN Acquisition Proposal that is not approved or endorsed by PN's Board of Directors, and such party thereafter commences a tender offer or share exchange offer that constitutes a PN Acquisition Proposal, (D) seek to control the management, Board of Directors or policies of PN, or (E) advise, assist or encourage any other person in connection with the foregoing; (ii) any Option Shares acquired pursuant to the Option shall be voted pro rata with the PN Shares voted by all other stockholders of PN (excluding MC and its affiliates) with respect to all matters presented to the stockholders of PN for approval. During the Standstill Period, MC may tender or exchange Option Shares in a PN Acquisition Proposal. For purposes of this Section 7, "Standstill Period" means a period beginning on the date hereof and ending on the earlier of (x) the first anniversary of the execution of this Agreement; and (y) consummation of a PN Acquisition Proposal or similar business combination.
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Restriction on Certain Actions. Without limiting the generality of Section 5.6, and except (a) as otherwise expressly provided in the Loan Documents or (b) as required by applicable Law, the Issuer will not, directly or indirectly, without the prior written consent of the Holder, take or otherwise permit or consent to (and shall cause the Company not to take or otherwise permit or consent to) any of the following actions, in each case until such time as the Holder shall have received the indefeasible payment in full of the Threshold Payment Amount:
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Restriction on Certain Actions. The Company shall not, directly or indirectly through any Subsidiary or other person, undertake or announce any rights offering, issuance of securities, subdivision of the Subordinate Voting Shares, dividend or other distribution on the Subordinate Voting Shares or any other securities, capital reorganization, reclassification or any similar type of transaction in which:
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Restriction on Certain Actions. (a) During the term of this Agreement, neither Thales nor any of its controlled Affiliates (as such term is defined in Rule 12b-2 of Regulation 12B under the Exchange Act) (collectively, the "THALES Group") will do any of the following without the prior written consent of the Board of Directors of Nice:
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Restriction on Certain Actions 
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Related to Restriction on Certain Actions

  • Restrictions on Certain Actions Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member:

  • Limitation on Certain Restrictions The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction or encumbrance on (i) the ability of the Borrower and its Subsidiaries to perform and comply with their respective obligations under the Credit Documents or (ii) the ability of any Subsidiary of the Borrower to make any dividend payments or other distributions in respect of its Capital Stock, to repay Indebtedness owed to the Borrower or any other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its assets or properties to the Borrower or any other Subsidiary, in each case other than such restrictions or encumbrances existing under or by reason of the Credit Documents or applicable Requirements of Law.

  • Limitation on Certain Restrictions on Subsidiaries Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

  • Limitation on Certain Restrictive Agreements The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

  • Certain Actions Without limiting the foregoing and except as disclosed on Schedule 4.10, (i) all necessary material notices have been properly filed, and no further action is required under current applicable Environmental Law as to each Response or other restoration or remedial project undertaken by the Borrower, any of its Subsidiaries or any of the Borrower’s or such Subsidiary’s former Subsidiaries on any of their presently or formerly owned or operated Property and (ii) the present and, to the Credit Parties’ knowledge, future liability, if any, of the Borrower or of any Subsidiary which could reasonably be expected to arise in connection with requirements under Environmental Laws will not reasonably be expected to result in a Material Adverse Change.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Compliance with certain undertakings At the date of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.4, 11.9 and 11.13.

  • Restriction on Liens Neither the Borrower nor any of the Subsidiaries is a party to any material agreement or arrangement (other than Capital Leases creating Liens permitted by Section 9.03(c), but then only on the Property subject of such Capital Lease), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Indebtedness and the Loan Documents.

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