Restriction on Certain Discussions and Actions Sample Clauses

Restriction on Certain Discussions and Actions. Until the Closing Date or earlier termination of this Agreement in accordance with its terms, each of the Sellers and the Xxxxxxxxxx Transferred Companies will refrain, and will cause their respective Affiliates, managers, members, officers, directors, stockholders, employees, attorneys, accountants and other agents and representatives to refrain, from taking any action, directly or indirectly, to (i) solicit, encourage, initiate or participate in any way in discussions or negotiations with, or furnish any information with respect to the Xxxxxxxxxx Transferred Companies or any of their Subsidiaries to any Person (other than the Purchaser and its representatives) in connection with any possible or proposed sale of the Xxxxxxxxxx Transferred Companies, the sale of a substantial portion of the assets, merger or other business combination involving the Xxxxxxxxxx Transferred Companies or any of their Subsidiaries, or the acquisition of an equity interest in the Xxxxxxxxxx Transferred Companies or any of their Subsidiaries, or any similar transaction involving the Xxxxxxxxxx Transferred Companies or any of their Subsidiaries, or any other transaction (including any recapitalization, refinancing or reorganization or any extraordinary licensing transaction involving the “Xxxxxxxxxx” name) which could reasonably be expected to impair the consummation of the Contemplated Transactions, or (ii) except as required by law after not less than five (5) days notice to Purchaser, disclose to any Third Party any non-published information concerning the Xxxxxxxxxx Transferred Companies, any of their Subsidiaries, its Property or the Business. Each Seller shall promptly notify Purchaser if such Seller receives any such proposal or offer or any inquiry or contact with respect thereto. No Seller will, prior to the termination of this Agreement, directly or indirectly, (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of his equity interests in the Xxxxxxxxxx Transferred Companies, or (ii) grant any proxies, deposit any such equity interests into a voting trust or enter into a voting agreement with respect to any such equity interests.
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Restriction on Certain Discussions and Actions. Until the earliest ---------------------------------------------- of (a) the Required Approval being obtained, (b) the termination of this Agreement in accordance with its terms, or (c) July 31, 2000, the Company will refrain, and will cause any of its Affiliates, and each of the respective officers, directors, employees, attorneys, accountants and other agents and representatives, to refrain, from taking any action, directly or indirectly, to solicit, encourage, initiate or participate in any way in discussions or negotiations with, or furnish any information with respect to the Company to any Person (other than the Purchaser and its representatives) in connection with any possible or proposed sale of a substantial portion of the capital stock, a sale of a substantial portion of the assets, a merger or other business combination involving the Company, or the acquisition of a substantial equity interest in the Company, or any
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Restriction on Certain Discussions and Actions. Each Seller and the Company agree that until the Closing Date, they will refrain, and will direct and cause the Company's and its Subsidiaries' officers and directors and the Company's, its Subsidiaries' and the Sellers' affiliates, employees, attorneys, accountants and other agents and representatives to refrain, from taking any action, directly or indirectly, to solicit, encourage, initiate or participate in any way in discussions or negotiations with, or furnish any information with respect to the Company to, any person or other entity (other than Purchaser and its representatives) in connection with any possible or proposed sale of capital stock, sale of a substantial portion of the assets, merger or other business combination involving the Company or the acquisition of an equity interest in the Company or a subsidiary of the Company or any similar transaction involving the Company or a subsidiary of the Company. Each Seller and the Company agree that none of them will (without Purchaser's prior written consent) disclose this Agreement or the matters referred to herein to any other prospective acquirer of the Company until the Closing Date.
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Restriction on Certain Discussions and Actions. Seller ----------- ---------------------------------------------- agrees that until the Closing Date or until termination of this Agreement pursuant to Article XII it will refrain, and will direct and cause its officers, directors, Affiliates, employees, attorneys, accountants and other agents and representatives to refrain, from taking any action, directly or indirectly, to solicit, encourage, initiate or participate in any way in discussions or negotiations with, or furnish any information with respect to the Business or the Purchased Assets to, any person or other entity (other than Purchaser and its representatives) in connection with any possible or proposed sale of capital stock, sale of a substantial portion of the assets, merger or other business combination involving the Business or the acquisition of a substantial equity interest in the Business or the Purchased Assets or any similar transaction involving the Business or the Purchased Assets; provided, however, nothing contained herein shall preclude Seller from providing any notice or otherwise obtaining any consent, approval or transfer of any Permit. Seller agrees that it will not (without Purchaser's prior written consent) disclose this Agreement or the matters referred to herein to any other prospective acquirer of the Business until the Closing Date or until termination of this Agreement pursuant to Article XII. 28
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Restriction on Certain Discussions and Actions. Company agrees that until the Closing Date or until termination of this Agreement pursuant to Article XIII it will refrain, and will direct and take all reasonable steps to cause its officers, directors, affiliates, employees, attorneys, accountants and other agents and representatives to refrain, from taking any action, directly or indirectly, to solicit, encourage, initiate or participate in any way in discussions or negotiations with, or furnish any information with respect to the business or the Company Stock to, any person or other entity (other than Xxxxxxx and its representatives) in connection with any possible or proposed sale of capital stock, sale of a substantial portion of the assets, merger or other business combination involving Company or the acquisition of a substantial equity interest in Company or any similar transaction involving the Company. Shareholders agree that they will not (without Xxxxxxx'x prior written consent) disclose this Agreement or the matters referred to herein to any other prospective acquirer of Company until the Closing Date or until termination of this Agreement pursuant to Article XII.
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Restriction on Certain Discussions and Actions. Seller agrees that until the Closing Date or until termination of this Agreement pursuant to Article XII it will refrain, and will direct and cause its officers, directors, affiliates, employees, attorneys, accountants and other agents and representatives to refrain, from taking any action, directly or indirectly, to solicit, encourage, initiate or participate in any way in discussions or negotiations with, or furnish any information with respect to the Business or the Purchased Assets to, any Person (other than Purchaser and its representatives) in connection with any possible or proposed sale of a substantial portion of the assets involving the Business or the Purchased Assets or any similar transaction involving the Business or the Purchased Assets. Seller agrees, except as may be required under applicable law, that it will not (without Purchaser's prior written consent) disclose this Agreement or the matters referred to herein to any other prospective acquirer of the Business until the Closing Date or until termination of this Agreement pursuant to Article XII.
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Restriction on Certain Discussions and Actions. 68 6.2 Conduct of Business. 69 6.3 Notice of Certain Events. 71 Page 6.4 Interim Financial Statements. 71
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Restriction on Certain Discussions and Actions. (a) Until the Closing Date, the SCT Parties shall, and shall cause their respective attorneys, accountants and other agents and representatives to, refrain from taking any action, directly or indirectly, to solicit, encourage, initiate or participate in any way in discussions or negotiations with, or furnish any information with respect to the Company or Omni-Tech to, any Person (other than the ACS Parties and their representatives) in connection with any possible or proposed sale of capital stock of, sale of twenty percent (20%) or more of the assets of, or merger or other business combination involving, the Company or Omni-Tech or the acquisition of an equity interest in the Company or Omni-Tech or any similar transaction in which the Company or Omni-Tech is a party; provided, however, that if, at any time prior to the Closing Date, the SCT board of directors (the "SCT Board") determines in good faith, after consultation with (and receipt of advice from) its financial advisor and outside legal counsel, that any such action is necessary for the SCT Board to comply with its fiduciary duties to SCT's shareholders under applicable Requirements of Law, then the SCT Parties may, in response to a bona fide written proposal to enter into any such sale, merger, business combination or acquisition which SCT received without breach of this Section 6.3 and which, in ----------- the good faith determination of the SCT Board (after consultation with and receipt of advice from its financial advisor and outside legal counsel) is a superior transaction to the transaction contemplated by this Agreement (a "Superior Proposal"): (i) furnish information with respect to the Company or Omni-Tech to any Person pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counsel), (ii) participate in negotiations regarding such Superior Proposal, (iii) provide access to Employees, accountants, lawyers, financial advisors and other advisors to the SCT Parties, (iv) provide access to the properties, Books and Records and Contracts of the Company and Omni-Tech; (v) conduct meetings regarding such Superior Proposal and (vi) terminate this Agreement. The SCT Parties shall promptly notify the ACS Parties of all relevant terms of any such Superior Proposal with respect to which any of the SCT Parties proposes to take any one or more of the actions described in clauses (i) through (vi) above.
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Restriction on Certain Discussions and Actions. Until the earliest of (a) the Required Approval being obtained, (b) the termination of this Agreement in accordance with its terms, or (c) July 31, 2000, the Company will refrain, and will cause any of its Affiliates, and each of the respective officers, directors, employees, attorneys, accountants and other agents and representatives, to
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Related to Restriction on Certain Discussions and Actions

  • Prohibition on Certain Actions Notwithstanding anything to the contrary in this Agreement, the Administrator will not (a) make any payments to the Noteholders under the Transaction Documents, (b) sell the Collateral pursuant to Section 5.6 of the Indenture or (c) take any other action that the Owner Trustee or the Indenture Trustee directs the Administrator not to take on its behalf.

  • 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 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 Asset Sales (a) Neither the Company nor any of its Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provision.

  • Certain Disclosures A Controlled Affiliate shall make adequate disclosure in contracting with third parties and in disseminating public statements of 1) the structure of the Blue Cross and Blue Shield System; and 2) the independent nature of every licensee; and 3) the Controlled Affiliate's financial condition.

  • Limitation on Effecting Transactions Resulting in Certain Adjustments The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

  • Certain Transactions and Agreements To the Knowledge of the Company ----------------------------------- and the Shareholders, none of the directors or shareholders of the Company, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with the Company (except with respect to any interest in less than one percent of the stock of any corporation whose stock is publicly traded). None of said officers directors, shareholders or employees, nor any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with the Company, except for normal compensation for services as an officer, director or shareholder thereof. None of said officers, directors, shareholders or employees nor any member of their immediate families has any interest in any property, real or personal, tangible or intangible, including any Intellectual Property Rights, used in or pertaining to the business of the Company, except for the normal rights of a shareholder of the Company.

  • Issuer May Consolidate, etc., Only on Certain Terms (a) The Issuer shall not consolidate or merge with or into any other Person, unless:

  • 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.

  • Limitations on Mergers and Consolidations The Company shall not, in any transaction or series of transactions, consolidate with or merge into any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless:

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