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Restrictions on Business Combinations Sample Clauses

Restrictions on Business Combinations. The Shareholders agree that they and their Affiliates will not (and each of the Shareholders agrees that it will cause its Affiliates not to) consummate any tender offer, exchange offer, merger or other business combination, recapitalization or similar transaction involving the Company or any of its subsidiaries unless approved by (i) a majority of members of a special committee consisting of all of the Independent Directors and (ii) a majority of the shares voted by holders of shares of Common Stock (or other Voting Securities) of the Company not owned by the Shareholders or their Affiliates (the "Unaffiliated Shares") or, in the case of a tender offer or exchange offer, the offer has a minimum condition that a majority of the Unaffiliated Shares shall have been validly tendered and not withdrawn and the offer provides that it will be extended for 10 business days after the Shareholders have publicly announced that such minimum condition has been satisfied. In the event of a Takeover Proposal initiated by a third party and recommended by the Company's Board of Directors, each of the Shareholders agree that they and their Affiliates will vote the Excess Shares in the same proportion as the Unaffiliated Shares are voted on such Takeover Proposal.
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Restrictions on Business Combinations. No PSS Party shall, or permit any of its Affiliates to, (a) merge or consolidate with or into the Company or any of its majority-owned subsidiaries, or (b) acquire from the Company and/or any of its majority owned subsidiaries, by purchase, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or in a series of related transactions), except proportionately as a stockholder of the Company, assets of the Company or any of its majority-owned subsidiaries having an aggregate market value equal to 10% or more of either the aggregate market value of all of the assets of the Company determined on a consolidated basis or the aggregate market value of all of the outstanding shares of Company Common Stock, unless such transaction is approved in advance by a majority of the Outside Independent Directors (and the other directors of the Company Board, to the extent required by applicable law); provided, that the foregoing shall not apply to prevent any PSS Party or any of its Affiliates from merging (or require the approval of a majority of the Outside Independent Directors in order for any PSS Party or any of its Affiliates to merge) with the Company after the consummation of a Qualifying Tender Offer.
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Restrictions on Business Combinations. The Company is subject to the provisions of Chapter 110F of the Massachusetts General Laws, an anti-takeover law. In general, Chapter 110F prohibits a Massachusetts corporation with more than 200 stockholders from engaging in a business combination with a holder of 5% or more of the voting stock of a corporation (an 'interested stockholder') for three years after the shareholder becomes an interested shareholder, unless the acquiror receives prior Board of Directors' approval, acquires 90% or more of the outstanding shares (excluding stock controlled by management and certain employee stock ownership plans) or receives approval at an annual or special meeting from two-thirds of the shareholders (other than the interested shareholder). The stockholders, by vote of a majority of the stock entitled to vote thereon, may amend the Company's Articles of Organization to provide that the Company will not be governed by Chapter 110F. Such amendment will not be effective for twelve months after its adoption and will not apply to any stockholder who became an interested shareholder prior to the date of adoption of such amendment. Bid Regulation. The Company is subject to the provisions of Chapter 110C of the Massachusetts Laws, an anti-takeover law known as the Massachusetts Take-Over Bid Regulation Act. In general, Chapter 110C prohibits an entity from acquiring more than 10% of any class of the issued and outstanding equity securities of a corporation unless the Board of Directors of the target corporation consents to the acquisition or such acquiring entity publicly announces the terms of the proposed take-over bid and files with the Secretary of State of Massachusetts, and with the target corporation, disclosure documents pertaining to the transaction. Such public announcement and filings must be made before the acquiring entity acquires, directly or indirectly, more than 5% of the issued and outstanding equity securities of any class of the target corporation, any of which were purchased within one year prior to the proposed take-over bid. Courts, both at the state and federal level, have been reluctant to enforce the Massachusetts Take-Over Bid Regulation Act. Such courts have stated that the statute's one-year moratorium likely violates the Commerce Clause of the United States Constitution. They also express concern that the Massachusetts Take-Over Bid Regulation Act is preempted by the Xxxxxxxx Act. In Hyde Park Partners XX x. Xxxxxxxx, 839 F.2d 837 (1st Cir....
Sample 1
Restrictions on Business Combinations. Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.7, the Company Board has taken all necessary action such that the restrictions imposed on business combinations by Section 203 of the DGCL are inapplicable to this Agreement and the Merger. To the Company’s Knowledge, other than Section 203 of the DGCL, no so-called “moratorium”, “control share acquisition”, “fair price” or other state anti-takeover laws apply to this Agreement and the Transactions.
Sample 1

Related to Restrictions on Business Combinations

  • Business Combinations The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.

  • Restrictions on Business There shall be no restrictions on the business that Amalco may carry on.

  • Assistance with Business Combination For a period of ninety days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a Business Combination candidate or to provide any similar Business Combination-related services, the Company will provide the following information (the “Business Combination Information”) to the Representative: (i) complete details of all services and copies of agreements governing such services (which details or agreements may be appropriately redacted to account for privilege or confidentiality concerns); and (ii) justification as to why the person or entity providing the Business Combination-related services should not be considered an “underwriter and related person” with respect to the Company’s initial public offering, as such term is defined in Rule 5110 of FINRA’s Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting shareholder approval for the Business Combination. Upon the Company’s delivery of the Business Combination Information to the Representative, the Company hereby expressly authorizes the Representative to provide such information directly to FINRA as a result of representations the Representative have made to FINRA in connection with the Offering.

  • Restrictions on Business Activities There is no agreement, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries which has or reasonably could be expected to have, whether before or after consummation of the Merger, the effect of prohibiting or materially impairing any current business practice of the Company or any of its Subsidiaries, any contemplated acquisition of property by the Company or any of its Subsidiaries or the conduct by the Company or any of its Subsidiaries of its business as currently conducted or as currently proposed to be conducted.

  • Initial Business Combination Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the Company has not identified any business combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

  • Restrictions on Public Sale by the Company The Company agrees not to effect any public sale or distribution of any of its securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or S-8 or any successor thereto), during the period beginning on the effective date of any Registration Statement in which the Designated Holders of Registrable Securities are participating and ending on the earlier of (i) the date on which all Registrable Securities registered on such Registration Statement are sold and (ii) 120 days after the effective date of such Registration Statement (except as part of such registration).

  • Restrictions on Investments The Company shall not, nor shall it permit any Subsidiary to, make any Investments other than: (a) ordinary course Investments made by the Company or any of its Subsidiaries from time to time in cash and cash equivalents; (b) subject to Sections 10.1(d), 10.3(d)(solely in respect of the proviso thereof) and 10.4.3, Investments in the Company or any of its Subsidiaries; (c) Investments consisting of guarantees by the Company or any of its Subsidiaries of any Indebtedness permitted pursuant to Section 10.1; and (d) other Investments so long as (i) the Company and its Subsidiaries are in compliance with each of the financial covenants set forth in Sections 10.13 and 10.14 hereof, determined on a pro forma basis (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA permitted pursuant to the Bank Credit Agreement during the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Investment (with such amounts adjusted as if such Investment occurred on the first day of the applicable Pro Forma Reference Period), (ii) at the time of such Investment, no Default or Event of Default has occurred and is continuing or would result therefrom, and (iii) to the extent such proposed Investment constitutes a transaction described in Section 10.4.1, the Company and its Subsidiaries comply with the additional requirements set forth in such Section 10.4.1; provided, that the aggregate amount of all Investments in non-Wholly-Owned Subsidiaries of the Company shall not exceed 10% of consolidated total assets of the Company and its Subsidiaries (as determined by reference to the most recent balance sheet delivered to the holders pursuant to Section 7.1 or, if earlier than the first delivery thereunder, as indicated on a combined basis terms in the Audited Financial Statements); provided, further, that the aggregate amount of all Investments of any type of business other than the businesses conducted by the Company or its Subsidiaries on the date of the Assumption Agreement and in related businesses shall not exceed $200,000,000 (or its equivalent in the relevant currency) at any time outstanding. Waste Connections, Inc. Note Purchase Agreement

  • Restrictions on Subsidiaries Except for restrictions contained in this Agreement or any other agreement with respect to Indebtedness of any Borrower or Guarantor permitted hereunder as in effect on the date hereof, there are no contractual or consensual restrictions on any Borrower or Guarantor or any of its Subsidiaries which prohibit or otherwise restrict (a) the transfer of cash or other assets (i) between any Borrower or Guarantor and any of its or their Subsidiaries or (ii) between any Subsidiaries of any Borrower or Guarantor or (b) the ability of any Borrower or Guarantor or any of its or their Subsidiaries to incur Indebtedness or grant security interests to Agent or any Lender in the Collateral.

  • Certain Restrictions on Subsidiaries The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property to the Borrower by any Subsidiary; provided that the foregoing shall not apply to (i) indentures, agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby (provided that such restrictions would not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder or under the Security Documents or restrict any Subsidiary in any manner from performing its obligations under the Loan Documents) and (ii) indentures, agreements, instruments or other arrangements pertaining to any lease, sale or other disposition of any asset permitted by this Agreement or any Lien permitted by this Agreement on such asset so long as the applicable restrictions only apply to the assets subject to such lease, sale, other disposition or Lien.

  • Restrictions on Transfer of Shares No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

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