Restrictions on Company Activities Sample Clauses

Restrictions on Company Activities. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as expressly contemplated by this Agreement or required by Applicable Law due to a change in such Applicable Law after the Agreement Date and except as expressly set forth in Section 5.2 of the Disclosure Schedule, the Company shall not (and shall ensure that no Subsidiary shall), without the prior written consent of Buyer: (a) cause or permit any modifications, amendments or changes to the Governing Documents or the organizational documents of any Subsidiary; (b) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any Company Shares or the capital stock of any Subsidiary, or split, combine or reclassify any Company Shares or the capital stock of any Subsidiary or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Shares or the capital stock of any Subsidiary, or directly or indirectly repurchase, redeem or otherwise acquire any shares of Company Shares or the capital stock of any Subsidiary (or options, warrants or other rights convertible into, exercisable or exchangeable for Company Shares or the shares or equity interests of any Subsidiary) except in accordance with the agreements evidencing Company Options outstanding as of the date of this Agreement; (c) issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any Company Shares or equity-based awards (whether payable in cash, share or otherwise) or the capital stock of any Subsidiary or any securities convertible into, exercisable or exchangeable for, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating any of them to issue or purchase any such shares or other convertible securities or amend, accelerate the vesting of or adjust or modify any Company Shares, except for the issuance of Company Shares pursuant to the exercise of Company Options or the conversion into Company Ordinary Shares of Company Preferred Shares, in each case to the extent outstanding as of the date of this Agreement; (d) form, or enter into any binding commitment to form, a subsidiary, or acquire, or enter into any binding commitment to acquire, an interest in any corporation, association, joi...
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Restrictions on Company Activities. During the Pre-Closing Period, except (i) as expressly contemplated by this Agreement, (ii) with the prior consent of Acquiror (which consent will not be unreasonably withheld, conditioned or delayed), and (iii) as expressly set forth in Section 6.2 of the Disclosure Schedule, the Company shall not, without the prior written consent of Acquiror (which consent will not be unreasonably withheld, conditioned or delayed): (a) cause or permit any modifications, amendments or changes to their organizational documents (including, without limitation, the memorandum of association and articles of association) that would delay or impede the consummation of the Transactions. (b) (i) sell, divest, exclusively License or assign to any Person, or enter into any agreement to sell, divest, exclusively license or assign to any Person, any Transferred IP or Licensed IP; (ii) License any Business Products to third parties other than customer agreements in the form of the applicable Standard Form IP Contract that are entered into in the ordinary course of business consistent with past practice; or (iii) amend, modify or extend any agreement for the License, sale or other distribution of Business Products (other than amendments, extensions or modifications that are entered into in the ordinary course of business consistent with past practice and which do not change pricing under such agreements); (c) other than in the ordinary course of business consistent with past practice, assign, transfer, lease, sell, hypothecate, pledge or subject to any Lien not in existence as of the Agreement Date (other than any Permitted Liens) any Transferred Asset;
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Restrictions on Company Activities. It is mutually agreed and ---------------------------------- understood that certain actions, if taken by the Company, could have seriously adverse tax and/or other economic consequences to the Members. In order to avoid such consequences, the Members hereby agree as follows: (a) Without the prior Approval of HIW, the Company shall neither acquire, nor own, directly or indirectly, (i) securities possessing more than ten percent (10%) of the total voting power of the outstanding securities of any one issuer which is treated as a corporation for Federal income tax purposes, or (ii) securities having a value of more than ten percent (10%) of the total value of the outstanding securities of any one issuer which is treated as a corporation for Federal income tax purposes. Any securities held by the Company in excess of the amounts allowed by the preceding sentence shall be deemed for all purposes to be held in trust by the Company for the benefit of MG, and shall not be an asset of the Company. The Company shall immediately distribute such excess securities to MG. MG hereby acknowledges and agrees that it will pay an amount of cash to HIW equal to twenty percent (20%) of the fair market value of such excess securities, as determined by appraisal pursuant to Section 11.5(f) hereof, and that MG will pay all of the expenses associated with the appraisal process. (b) Without the prior Approval of HIW, the Company shall not elect to be treated as other than a partnership for federal, state and local tax purposes. (c) Without the prior Approval of HIW, the Company shall not actively market and hold for sale subdivided lots or condominium units. (d) Upon any direct or indirect sale or transfer of assets by the Company to HIW, pursuant to Section 13.4 or Article 16 hereof which would result in the allocation of gain to HIW or the partners of HIW pursuant to Code section 704(c), the Members agree to use reasonable efforts, at HIW's sole cost, expense and risk, to arrange such sale or transfer to minimize the Code section 704(c) gain (so long as MG's share of taxable gain is not increased nor the Company's receipt of proceeds delayed), including a possible distribution of such property to HIW in redemption of part of its equity interests and assumption of debt. (e) Without the prior Approval of HIW, the Company shall not acquire new assets valued in excess of three million dollars ($3,000,000.00) per year, nor shall the Company acquire, in the aggregate, more than ten mi...
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Restrictions on Company Activities. It is mutually agreed and understood that certain actions, if taken by the Company or its Subsidiaries, could have seriously adverse tax or other economic consequences to the Members. In order to avoid such consequences, the Members hereby agree as follows: (a) The Members acknowledge (i) that Duke Realty Corporation is an Affiliate of the Duke Member and is a REIT and that Duke Realty Corporation’s ability to maintain its status as a REIT may be affected by the nature of the income and assets of the Company and (ii) that CB Xxxxxxx Xxxxx Realty Trust is an Affiliate of the CBRE Member and is a REIT and that CB Xxxxxxx Xxxxx Realty Trust’s ability to maintain its status as a REIT may be affected by the nature of the income and assets of the Company. Accordingly, so long as any Affiliate of the Duke Member or any Affiliate of the CBRE Member is a REIT, except with the express written consent of the Duke Member and the CBRE Member, (i) the Company shall be operated in such a manner as would allow the Company (if the Company were treated as a REIT) to satisfy the income, asset, and distribution tests of Sections 856 and 857 (provided, however, that for purposes of the foregoing, the Company shall not be permitted to take into consideration the “qualified temporary investment income” and “new capital” provisions of Section 856 of the Code), (ii) the Company shall not take any action which could, in the reasonable judgment of either the Duke Member or the CBRE Member, subject Duke Realty Corporation or CB Xxxxxxx Xxxxx Realty Trust to any additional taxes under Section 857 or Section 4981 of the Code, and (iii) no services shall be provided directly by the Company to, or for the benefit of, tenants of the Property unless such services are provided by a “taxable REIT subsidiary” as defined in Section 856(l) of the Code or an “independent contractor” as defined in Section 856(d)(3) of the Code with respect to Duke Realty Corporation and CB Xxxxxxx Xxxxx Realty Trust. The Members agree to discuss the types of services that might be provided directly by the Company or its Subsidiaries to, or for the benefit of, tenants of the Property and to jointly determine (1) which services, if any, shall be so provided to, or for the benefit of, tenants of the Company, and (2) whether the Members or their Affiliates should form a jointly owned taxable REIT subsidiary to provide any such services and appropriate charges for any services provided by a taxable REIT subsidiary. Wi...
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Restrictions on Company Activities. During the Pre-Closing Period, except as expressly contemplated by this Agreement and except as expressly set forth in Section 5.2 of the Disclosure Schedule, none of the Company or any of its Subsidiaries shall, without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned, or delayed): (a) cause or permit any modifications, amendments or changes to the Charter Documents or the organizational documents of any Subsidiary; (b) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any Company Capital Stock or the capital stock or other Equity Interest of any Subsidiary, or split, combine or reclassify any Company Capital Stock or the capital stock or other Equity
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Restrictions on Company Activities. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as expressly contemplated by this Agreement and except as expressly set forth in Section 5.2 of the Disclosure Schedule, the Company shall not (and shall ensure that no Subsidiary shall), without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed: (a) cause or permit any modifications, amendments or changes to the Charter Documents or the organizational documents of any Subsidiary;
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Restrictions on Company Activities. During the period from the date of this Agreement and continuing until the earlier of the valid termination of this Agreement pursuant to Section 8.1 (Termination) and the Closing, except as expressly contemplated by this Agreement (including the [***]) and except as expressly set forth in Section 6.2
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Restrictions on Company Activities. During the Pre-Closing Period, except as expressly contemplated by this Agreement and except as expressly set forth in Section 5.2 of the Disclosure Schedule, the Company shall not, without the prior written consent of Parent (not to be unreasonably withheld, conditioned, or delayed): (a) cause or permit any modifications, amendments or changes to the Charter Documents; (b) propose or adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization of the Company;
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Restrictions on Company Activities. It is mutually agreed and understood that certain actions, if taken by the Company or its Subsidiaries, could have seriously adverse tax or other economic consequences to the Members. In order to avoid such consequences, the Members hereby agree as follows: (a) The Members acknowledge (i) that Duke Realty Corporation is an Affiliate of the Duke Member and is a REIT and that Duke Realty Corporation’s ability to maintain its status as a REIT may be affected by the nature of the income and assets of the Company and (ii) that CB Xxxxxxx Xxxxx Realty Trust is an Affiliate of the CBRE Member and is a REIT and that CB Xxxxxxx Xxxxx Realty Trust’s ability to maintain its status as a REIT may be affected by the nature of the income and assets of the
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Related to Restrictions on Company Activities

  • Restrictions on Business Activities There is no agreement, commitment, judgment, injunction, order or decree binding upon Company or its subsidiaries or to which Company or any of its subsidiaries is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Company or any of its subsidiaries, any acquisition of property by Company or any of its subsidiaries or the conduct of business by Company or any of its subsidiaries as currently conducted.

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

  • Restrictions on Competition During the term of this Agreement and for a period of one year after you cease to be an employee of DFC or an affiliate of DFC, you will not, without the prior written consent of DFC, (a) accept employment or render service to any person, firm or corporation, directly or indirectly, in competition with DFC, or any affiliate thereof for any purpose which would be competitive with the business of DFC and its affiliates within the Commonwealth of Puerto Rico or any other geographic area in which DFC or any affiliate of DFC by which you were employed, conducted operations (the "Restricted Area") or any business as to which studies or preparations relating to the entry into which were made by DFC or any affiliate of DFC by which you were employed within one year prior thereto (collectively, the "Restricted Businesses") or (b) directly or indirectly, enter into or in any manner take part in or lend your name, counsel or assistance to any venture, enterprise, business or endeavor, whether as proprietor, principal, investor, partner, director, officer, employee, consultant, adviser, agent, independent contractor or in any other capacity whatsoever for any purpose which would be competitive with the Restricted Businesses in the Restricted Area. An investment not exceeding 5% of the outstanding stock in any corporation regularly traded on any national securities exchange or in the over-the-counter market shall not be deemed to violate this provision, provided that you shall not render any services for such corporation.

  • Restrictions on General Partner’s Authority A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

  • Restrictions on Nature of Business The Borrower will not engage in any line of business materially different from that presently engaged in by the Borrower and will not purchase, lease or otherwise acquire assets not related to its business.

  • Restrictions on Investments Neither the Borrower nor the Trust will, nor will either of them permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower or its Subsidiary; (b) marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any other agency or instrumentality of the United States of America; (c) demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $100,000,000; provided, however , that the aggregate amount at any time so invested with any single bank having total assets of less than $1,000,000,000 will not exceed $200,000; (d) [Intentionally Deleted]; (e) [Intentionally Deleted]; (f) repurchase agreements having a term not greater than ninety (90) days and fully secured by securities described in the foregoing subsection (a), (b) or (e) with banks described in the foregoing subsection (c) or with financial institutions or other corporations having total assets in excess of $500,000,000; (g) shares of so-called “money market funds” registered with the SEC under the Investment Company Act of 1940 which maintain a level per-share value, invest principally in investments described in the foregoing subsections (a) through (f) and have total assets in excess of $50,000,000; (h) the acquisition of fee interests by the Borrower or its Subsidiaries in Real Estate which is utilized principally for shopping centers, and, subject to the restrictions set forth in §8.3 and §8.9 for development of new shopping centers, the acquisition of undeveloped Real Estate; (i) Subsidiaries of the Borrower or the Trust that are not one hundred percent (100%) owned by the Borrower or the Trust or in Unconsolidated Affiliates, which Subsidiaries or Unconsolidated Affiliates are engaged in the ownership of Real Estate or development activity pursuant to §8.3 or §8.9, provided that in no event shall such Investments exceed fifteen percent (15%) of Borrower’s Consolidated Total Adjusted Asset Value in the aggregate without the prior written consent of the Required Banks; (j) (i) in any preferred stock issued by Trust which has been repurchased solely with the proceeds of a new issue of common or preferred stock issued by Trust, or (ii) in any common stock issued by Trust which has been repurchased by the Trust, Borrower or any of their respective Subsidiaries, provided that in no event shall such Investments pursuant to clause (ii) exceed in the aggregate $50,000,000.00 (calculated based upon the consideration given for such stock); (k) subject to the restrictions set forth in §8.9, (i) in securities of real estate investment trusts which own real property which is used principally for fee interests in Real Estate utilized principally for shopping centers located within the United States, and (ii) in mortgages and notes receivables, provided that in no event shall the aggregate costs of all Investments pursuant to this §8.3(k) exceed five percent (5%) of Borrower’s Consolidated Total Adjusted Asset Value in the aggregate. For the purposes of this §8.3(k)(ii) only, notes receivable shall be valued at the lesser of face value (subject to reduction as a result of payments thereon) or book value determined in accordance with GAAP; (l) whether directly or through a Subsidiary or Unconsolidated Affiliate, in development permitted by §8.9 which at any time has a total cost (including acquisition, construction and other costs), whether such total costs are incurred directly by the Borrower, the Trust or such Subsidiary or through an Investment in an Unconsolidated Affiliate permitted under this Agreement, individually for each development project that is not in excess of ten percent (10%) of the Consolidated Total Adjusted Asset Value of the Borrower, and in the aggregate for all development projects that is not in excess of fifteen percent (15%) of the Consolidated Total Adjusted Asset Value of the Borrower. For the purposes of calculating the cost of developments by Subsidiaries or Unconsolidated Affiliates, the cost of such developments shall be based upon the Borrower’s interest in such Subsidiaries or Unconsolidated Affiliates. For purposes of this §8.3(l) and §8.9, the term “total cost” shall not include (i) costs specifically reimbursable by tenants or shadow anchors (other than through rent or a gross up of rent), (ii) capitalized general and administrative expenses, or (iii) operating expenses and interest to the extent of operating income received from the applicable development property; (m) whether directly or through a Subsidiary or an Unconsolidated Affiliate, in undeveloped parcels of Real Estate which in the aggregate do not exceed five percent (5%) of the Consolidated Total Adjusted Asset Value of the Borrower, provided that the acquisition or holding of any outlots or property adjacent to any Real Estate owned by the Borrower (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof shall not be deemed to be an undeveloped parcel of Real Estate for this purpose and options and purchase agreements to acquire any property shall not be deemed an acquisition or holding of such property; and (n) subsidiaries that are one hundred percent (100%) owned by the Borrower. Notwithstanding the foregoing or §8.9, in no event shall the aggregate Investments of the Borrower, the Trust and their Subsidiaries in the Investments described in §8.3(i), (k), (l) and (m) exceed twenty-five percent (25%) of Borrower’s Consolidated Total Adjusted Asset Value at any time.

  • Restrictions on Activities of the Trust Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall not, and none of the Trustee, the Delaware Trustee, the Company or the Servicer shall knowingly cause the Trust to, do any of the following: (i) engage in any business or activity other than those set forth in Section 2.01; (ii) incur or assume any indebtedness except for such indebtedness that may be incurred by the Trust in connection with the execution or performance of this Agreement or any other agreement contemplated hereby; (iii) guarantee or otherwise assume liability for the debts of any other party; (iv) do any act in contravention of this Agreement or any other agreement contemplated hereby to which the Trust is a party; (v) do any act which would make it impossible to carry on the ordinary business of the Trust; (vi) confess a judgment against the Trust; (vii) possess or assign the assets of the Trust for other than a Trust purpose; (viii) cause the Trust to lend any funds to any entity, except as contemplated by this Agreement; or (ix) change the purposes and powers of the Trust from those set forth in this Agreement.

  • Limitations on the Company’s Activities This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

  • Covenants and Restrictions on Conduct of Business (a) The Trust agrees to abide by the following restrictions: (i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness; (ii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any business activity in which it is not currently engaged; and (iv) other than as contemplated by the Basic Documents and related documentation, the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset. (b) The Trust shall: (i) maintain books and records separate from any other person or entity; (ii) maintain its office and bank accounts separate from any other person or entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name and use stationery or other business forms under its own name and not that of the Certificateholder or any Affiliate; (v) other than as contemplated by the Basic Documents and related documentation, pay its own liabilities and expenses only out of its own funds; (vi) observe all formalities required under the Statutory Trust Statute; (vii) not guarantee or become obligated for the debts of any other person or entity; (viii) not hold out its credit as being available to satisfy the obligation of any other person or entity; (ix) not acquire the obligations or securities of the Certificateholder or its Affiliates; (x) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xi) other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (xii) hold itself out as a separate entity from the Certificateholder and not conduct any business in the name of the Certificateholder; (xiii) correct any known misunderstanding regarding its separate identity; (xiv) not identify itself as a division (other than for tax reporting purposes) of any other person or entity; and (xv) except as required or specifically provided in the Trust Agreement, the Trust will conduct business with the Certificateholder or any Affiliate thereof on an arm’s length basis. (c) So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.6 unless the Rating Agency Condition has been satisfied.

  • 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.

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