Restrictions on Certain Transactions. The Company will not, at any time after the Distribution Date, (i) consolidate with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), (ii) merge with or into any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction, or a series of related transactions, assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), if (x) at the time of or immediately after such consolidation, merger or sale there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights or (y) prior to, simultaneously with or immediately after such consolidation, merger or sale, the shareholders of the Person who constitutes, or would constitute, the "Principal Party" for purposes of Section 13(a) shall have received a distribution of Rights previously owned by such Person or any of its Affiliates and Associates.
Restrictions on Certain Transactions. Without the written consent of UST, the Partnership will not, directly or indirectly, invest in, acquire Investments from, nor sell Investments to, (i) the General Partner or any of its Affiliates (which, for this purpose, shall also include any entity in which the General Partner, Key Persons and their respective Affiliates hold at least 5% of any class of equity or debt securities),
Restrictions on Certain Transactions. The Company shall not sell or ------------------------------------ transfer any assets to, or purchase or acquire any assets of, or otherwise engage in any material transaction with any Subsidiary, other than as contemplated by this Agreement. Neither the Company nor the Subsidiaries shall sell or transfer assets to, or purchase or acquire any assets of, or otherwise engage in any other material transaction with (i) an officer or director of the Company or the Subsidiaries or (ii) a holder of 5% or more of the Common Stock of the Company or the Subsidiaries, if the effect of such transaction can reasonably be construed by the Funds as an attempt to frustrate the repayment of the Notes.
Restrictions on Certain Transactions. From the period from the date of this Agreement through the conclusion of the Contingent Payment Period, no Participating Seller shall engage in any activities such as short sales, “sales against the box,” hedging transactions or any other derivative activities which create a “put equivalent position” under regulations adopted under Section 16 of the Securities Exchange Act of 1934, as amended. The violation of this Section 5.9 by any Participating Seller shall result, among other remedies for such breach, in the forfeiture of any rights to the Purchase Price adjustment rights provided for in Section 1.5.
Restrictions on Certain Transactions. Orbital and M Company shall not, directly or indirectly, solicit any inquiries or proposals or enter into or continue any discussions, negotiations or agreements relating to the sale or exchange of any shares of M Company capital stock (other than in connection with the exercise of M Company Options or the issuance of the M Company Preferred Stock in accordance with Section 2.2 hereof), the merger of M Company with, or the direct or indirect disposition of a significant amount of its Assets or the Business to, any Person other than as contemplated hereunder, or provide any assistance or any information to or otherwise cooperate with any Person in connection with any such inquiry, proposal or transaction.
Restrictions on Certain Transactions. From the period from the date of this Agreement through the conclusion of the Holdback Period, no Seller shall engage in any activities such as short sales, "sales against the box," hedging transactions or any other derivative activities which create a "put equivalent position" in Buyer's Common Stock under regulations adopted under Section 16 of the Securities Exchange Act of 1934, as amended.
Restrictions on Certain Transactions. 26 (o) ADDITIONAL RESTRICTIONS TO PROTECT BENEFITS OF RIGHTS.............................26 (p) COMMON STOCK ADJUSTMENTS..........................................................27 Section 12. Certificate of Adjusted Purchase Price or Number of Shares.................................27
Restrictions on Certain Transactions a. The Partnership may enter into contracts and agreements with the Managing Partner and its Affiliates for the rendering of services and the sale, rental, or lease of supplies and equipment, provided that (i) such entity is engaged, independently of the Drilling Program and as an ordinary and ongoing business, in the business of rendering such services or selling or leasing such equipment and supplies to a substantial extent to other persons in the industry in addition to programs in which the Managing Partner or its Affiliates have an interest and (ii) the amount of the compensation, price, or rental that can be charged to the Partnership therefor must be no less favorable to the Partnership than that generally available (at the time the relevant contract or agreement was entered into) from unrelated third parties in the area engaged in the business of rendering comparable services or selling, renting, or leasing comparable equipment and supplies which could reasonably be made available to the Partnership. If the Managing Partner or its Affiliate is not engaged in the business as required by clause (i) of this subsection, then such compensation, price, or rental shall be the cost of such services, equipment, or supplies to such entity, or the competitive rate which could be obtained in the area, whichever is less. In addition, any drilling services rendered by the Managing Partner or its Affiliates to the Partnership shall be billed on a per foot, per day, or per hour rate, or some combination thereof. All services for which the Managing Partner or its Affiliates are to receive compensation shall be embodied in written contracts which precisely describe the services to be rendered and all compensation to be paid. Advance payments to the Managing Partner are prohibited, except where necessary to secure tax benefits of prepaid drilling costs. All contracts between the Partnership and the Managing Partner or its Affiliates shall be terminable by the Partnership (by a vote or written consent of a Majority in Interest of the Investor Partners) without penalty upon 60 days' written notice.
b. The Partnership may borrow money on a non-recourse basis from the Managing Partner or any of its Affiliates, provided that on any loans made available by the Managing Partner or any of its Affiliates to the Partnership, the Managing Partner or such Affiliate shall not receive interest in excess of the lesser of (i) the maximum rate permitted by applicable law or (ii) the ...
Restrictions on Certain Transactions. (a) Notwithstanding any provision herein to the contrary, in the event any Stockholder wishes to Sell all or any portion of the Shares held by such Stockholder, then such Stockholder shall provide to the Company a written notice of such proposed Sale, which notice shall set forth the name of the party to whom the Shares are proposed to be Sold and, to the best of such Stockholder's knowledge, the names and residences (or in the case of a business entity, the jurisdiction of incorporation or formation) of each Person or Persons who hold any equity interest or voting securities or other voting interests in such party (the "Sale Notice"). The Company shall, within twenty (20) days of the receipt of the Sale Notice, provide a written response (the "Response Notice") to the Stockholder delivering such Sale Notice, which Response Notice will state whether the Sale proposed by the Sale Notice would, if consummated, result in any noncompliance or inability to comply on the part of the Company or any of its Subsidiaries with any Legal Requirement relating to the ability or qualifications of the Company or its Subsidiaries to compete for, be awarded, perform, or renew any contract issued by any Governmental Body or any related subcontract or to hold any U.S. Government Security Clearance (a "Contract Legal Requirement"), including without limitation any Contract Legal Requirement related to domestic production of goods, foreign ownership or control of contractors, or possession and use of classified information by contractors. The Response Notice shall set forth the applicable Legal Requirement which serves as the basis for any such noncompliance or inability to comply, in which case the Stockholder shall not be permitted to make any Sale to any Person set forth in the Sale Notice to the extent such Sale would result in any noncompliance or inability to comply with any Contract Legal Requirement. Any Sale of Shares in violation of the foregoing provision shall be null and void and of no force or effect.
(b) Notwithstanding any provision hereof to the contrary, in the event that a Stockholder or any of its Affiliates determines to effect or participate in or agree to effect or participate in any transaction or series of transactions, including but not limited to any merger, consolidation, or sale or acquisition of assets, stock, or other property, interests, or rights, that would result in any noncompliance or inability to comply on the part of the Company or any of ...
Restrictions on Certain Transactions. During the period commencing on the date of this Agreement and terminating on the date which is two years from and after the date that the Parent's shares of common stock commence to trade on the OTCBB, the Parent shall not engage in any reverse stock split, recapitalization, reorganization or other transaction which has the effect of reducing the number of shares of common stock of the Parent without the payment of fair and reasonable consideration to all of the shareholders affected thereby or the granting of appraisal rights to the shareholders of the Parent in connection therewith.
