Restrictions on Acquisitions Sample Clauses

Restrictions on Acquisitions. None of the Borrowers will nor will it permit any of its Subsidiaries to, acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of equipment, programming rights and other Property to be sold or used in the ordinary course of business, Investments permitted under Section 8.08(f), and Capital Expenditures.

Restrictions on Acquisitions. Acquire all or substantially all of the business or Property from, or all or substantially all of Capital Stock of, any Person except for (i) purchases of inventory and other Property to be sold or used in the ordinary course of business, (ii) Investments permitted under Sections 9.5(e) and 9.8 and Dispositions permitted under Section 9.5(c)(iii), and (iii) Capital Expenditures.

Restrictions on Acquisitions. During the one (1) year following the Closing Date, without the prior consent of the Representatives, the Company shall not enter into any agreement to acquire any other business or the assets of any other business. The term "acquire" shall be broadly construed and shall include the acquisition of assets, the merger with or into another corporation or entity, whether directly by the Company or through a subsidiary, or the acquisition of stock or other equity interests, however defined, of another corporation, partnership, limited liability company, business trust, sole proprietorship or other entity of any kind or description.

Restrictions on Acquisitions. The Borrower shall, and shall cause each of its Subsidiaries to, exercise due diligence in connection with the acquisition of Real Estate or other assets and shall not knowingly acquire any Real Estate or other assets which has any material title, survey, environmental, structural or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property or the business or affairs of the Borrower or its Subsidiaries.

Restrictions on Acquisitions. From and after the date hereof and to and including November 14, 2004, neither the Stockholders nor any 382 Affiliate, shall acquire, directly or indirectly, any Equity Securities or Equity Rights of the Company if such acquisition, together with all other acquisitions and/or dispositions of Equity Securities or Equity Rights of the Company prior to and/or subsequent to the date hereof involving any one or more of (i) Textile Investment, (ii) Würzburg, (iii) any 382 Affiliate, and (iv) any other party (to the extent that the relevant acquisition or disposition involving such other party is actually known to the Stockholders or Latitude Licensing Corp. or is reported pursuant to the Exchange Act), would result in an “ownership change” within the meaning of Section 382 of the Code.

Restrictions on Acquisitions. Each of the Purchaser and the General Partner covenants and agrees that, except as otherwise permitted by the terms of this Agreement, the Debenture Purchase Agreement and the Debenture Certificate, until the Release Date occurs, no member of the Restricted Group shall, directly or indirectly in any manner, acquire, offer or propose to acquire or agree to acquire (whether publicly or otherwise): (a) Substantially all of the assets of the Company or the capital stock of any of its Significant Subsidiaries; or (b) Common Shares, any other capital stock of the Company or other securities of the Company entitled to vote generally in the election of directors of the Company ("Voting Stock"), or any direct or indirect rights, options or warrants of the Company to acquire any Voting Stock or any securities of the Company convertible or exercisable into or exchangeable for any of the foregoing (whether or not currently convertible, exercisable or exchangeable) (all of the foregoing, collectively, "Voting Securities") (including without limitation "beneficial ownership" of any such securities, within the meaning set forth in Rule 13d-3 under the Exchange Act ("Beneficial Ownership")), which acquisition would cause the Restricted Group Ownership Percentage (as defined below) to exceed the Maximum Permitted Ownership Percentage (as defined below) (other than pursuant to a tender offer or other similar offer to acquire all of the outstanding Common Shares that is made by a member of the Restricted Group to all shareholders of the Company with the prior approval of a majority of the independent directors of the board of directors of the Company (the Board), provided that no member of the Restricted Group shall propose such a tender offer or other similar offer to the Board unless invited to do so by the Board on an unsolicited basis); provided, however, that any increase in Restricted Group Ownership Percentage that (i) results in the Restricted Group Ownership Percentage exceeding 19.9% (other than pursuant to the proviso of the definition of Maximum Permitted Ownership Percentage below) and (ii) is in the aggregate greater than 5% of the Companys outstanding Common Shares in any 12-month period shall only be made pursuant to an offer available to all shareholders of the Company.

Restrictions on Acquisitions. Neither Borrower nor any Subsidiary shall make any Acquisition unless no Default or Event of Default has occurred which is continuing and no such event shall occur as a result of making such Acquisition, and if: (i) the assets or entity being purchased will be used to carry on the Business in Canada or the United States; (ii) the purchase would not result in a breach of any of the representations, warranties or covenants contained herein, including financial covenants on a pro forma basis, after giving effect to such Acquisition, as evidenced by a certificate which contains financial covenant calculations in reasonable detail and which has been delivered to the Agent and the Lenders, and is in a form satisfactory to them acting reasonably; (iii) during the term of the Credit Facilities, the Aggregate Consideration of any Acquisition does not exceed US$10,000,000 or the Exchange Equivalent thereof individually, or US$25,000,000 or the Exchange Equivalent thereof in the aggregate per Fiscal Year, unless the prior written consent of the Majority Lenders has been obtained; (iv) for any real property (whether owned or, if the property previously has been used other than as office space, leased, occupied, managed, used or controlled) that is the subject of any purchase, lease or other agreement, by either Borrower or the entity being acquired by such Borrower shall have delivered to the Agent a recent phase I environmental assessment conducted by a Qualified Environmental Consultant and a phase II environmental assessment conducted by a Qualified Environmental Consultant, if so requested by the Agent upon (i) consultation with the relevant Borrower and (ii) if recommended in the phase I environmental assessment, together with a plan of remediation, satisfactory to the Agent acting reasonably, if any remediation required by Environmental Law is recommended in such assessments; (v) in the case of an Acquisition of shares, the purchase must be “friendly” (i.e., not hostile) and, for certainty, shall not include an offer to acquire securities which has not been recommended by the board of directors of the targeted corporation; and (vi) the target corporation shall comply with Section 11.1(o) if such target corporation would be a Subsidiary and its shares shall be pledged to the Agent pursuant to the Security Documents. provided that nothing in this subsection shall restrict either Borrower's or any Subsidiary's ability to make any investment permitted by Section 11....

Restrictions on Acquisitions. 3.1.1 Subject to Section 3.1.2, from the date hereof until the eighteen (18) month anniversary of this Agreement, each Holder agrees that other than in accordance herewith (including pursuant to the exercise of its rights under Section 2.1.1) or without the prior written consent of the Board, such Holder shall not, and shall cause each of its Affiliates not to, directly or indirectly: (a) in any manner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, (i) any Voting Securities of the Company or any rights or options to acquire any such Voting Securities which would result in the Holder Ownership Percentage following such acquisition exceeding the Equity Cap or (ii) any property of the Company or any rights or options to acquire any such property; (b) propose to have such Holder or an Affiliate of such Holder enter into, directly or indirectly, any merger or business combination involving the Company or propose to have such Holder or an Affiliate of such Holder purchase, directly or indirectly, a material portion of the assets of the Company; (c) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in Regulation 14A promulgated under the Exchange Act) to vote or consent, or seek or advise or influence any person with respect to the voting of, or granting of a consent with respect to, any Voting Securities of the Company; (d) other than with other Holders, 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 the Company; (e) except as may be required by law (provided that such legal requirement does not arise as a result of or in connection with any breach of this Agreement by such Holder or its Representatives or Affiliates), disclose any intention, plan or arrangement inconsistent with the foregoing; (f) except as permitted pursuant to Section 3.2 hereof, provide, or act as agent for the purpose of obtaining, debt or equity financing for any transaction described in clause (a) or (b) of this Section 3.1.1; or (g) advise, assist or encourage any other persons in connection with any of the foregoing. Notwithstanding the foregoing provisions of this Section 3.1.1, the restrictions set forth in this Section 3.1.1 shall terminate and be of no further force and effect if a public announcement or commencement is made of a tender or exchange offer by any Person (o...

Restrictions on Acquisitions. Prior to the consummation of a Qualified IPO, the Company shall not, and shall not permit any Guarantor or other Subsidiary to, make any investment, or acquire the capital shares, assets or business of, any Person, whether in a single transaction or a series of related transactions, for purchase price in excess of $5,000,000 per transaction and $10,000,000 in the aggregate in any fiscal year.

Restrictions on Acquisitions. The Borrower will not, and will not permit any Subsidiary to, consummate (a) Acquisitions for an aggregate consideration in excess of $50,000,000 in any fiscal year if, at the time of any such Acquisition, the Leverage Ratio would be greater than or equal to 3.00 to 1.00 after giving pro forma effect to such Acquisition, or (b) any single Acquisition for an aggregate consideration in excess of $75,000,000 for such Acquisition (PROVIDED that the aggregate amount of all Acquisitions consummated during the term of this Agreement does not exceed $300,000,000) if, at the time of such Acquisition, the Leverage Ratio would be less than 3.00 to 1.00 after giving pro forma effect to such Acquisition. Without limitation of the foregoing, the Borrower will not directly or indirectly use any proceeds of a Credit Event hereunder to finance an Acquisition which is actively opposed by the Board of Directors (or similar governing body) of the selling person or the person whose equity interests are to be acquired, UNLESS all of the Lenders specifically approve or consent to such Acquisition in writing.