Restrictions on Purchase. The Purchaser agrees not to purchase any shares of the Company's Common Stock in the open market or in privately negotiated transactions from non-affiliates for a period of one year from the Closing Date, without the prior approval of the Board of Directors of the Company.
Restrictions on Purchase. Notwithstanding anything in the Warrant to the contrary, the Company shall not be required to redeem any portion of the Warrant Securities to the extent that at the time of the Put Redemption Date there exist any Restrictions on Purchase.
Restrictions on Purchase. The Company covenants and agrees that, other than the Restrictive Provisions, it shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Required Holders, enter into or agree to become subject to any term, condition, provision or agreement that would conflict with or restrict in any way the performance of the Company's obligations under this Agreement or that would by its terms restrict the availability of Legally Available Funds with which to perform such obligations. Anything in this Agreement to the contrary notwithstanding, the Company shall not be required to purchase Warrant Securities under Section 19(a) if at the time of closing of the purchase and sale of any Warrant Securities pursuant to Section 19(a) there exists any Restrictions on Purchase. Upon receipt of a Put Notice, if the Company's obligations under Section 19(a) at the time of performance would be subject to Restrictions on Purchase, then the Company (i) shall promptly use all reasonable efforts (excluding the payment of waiver, consent or similar transactional fees, but including reasonable documentation costs and other similar expenses) to cause the Required Lenders to waive compliance with any such Restrictive Provisions and/or to amend the Restrictive Provisions so as to permit the purchase of the Warrant Securities pursuant to this Agreement, (ii) shall not repay, redeem, purchase or otherwise retire any indebtedness for borrowed money of, or any debt securities issued by, the Company in an amount or for a price or other consideration in excess of the principal amount thereof, and (iii) shall not declare or pay any dividend or distribution on any shares of Stock (other than dividends that accrue and cumulate on Preferred Stock in accordance with the terms of such Preferred Stock as is in effect on the date such Put Notice is received by the Company). If, notwithstanding the Company's reasonable efforts required under this Section 19(c), the Company is unable to fulfill its obligations under Section 19(a) because of the existence of one or more Restrictions on Purchase, the Company shall give prompt written notice thereof to each Holder exercising Put Rights, specifying in reasonable detail the nature thereof and the extent, if any, to which the Company would be able to fulfill its obligation to pay the Purchase Price within the Restrictions on Purchase. If any Restrictions on Purchase exist on the proposed Put Closing Date, then at the s...
Restrictions on Purchase. Each of Stockholder, Pacific LifeCorp and PMHC agrees that, without the prior written consent of the Company (the granting of which shall be at the Company's sole discretion), none of Stockholder, Pacific LifeCorp and PMHC shall, and each of Stockholder, Pacific LifeCorp and PMHC shall cause each of their respective Affiliates not to, singly or as part of a partnership, limited partnership, syndicate or other 13D Group, directly or indirectly, acquire, propose to acquire, or publicly announce or otherwise disclose an intention to propose to acquire, or offer or agree to acquire, by purchase or otherwise (including by exercising control over a Person it did not previously control), Beneficial Ownership of any Security so as to cause Stockholder's Beneficial Ownership percentage in the Company to exceed 24.9% of the issued and outstanding Securities of the Company (or such other percentage as is necessary to prevent the Company from being treated as a controlled foreign corporation as a result of amendments to Section 951 et seq. of the United States Internal Revenue Code of 1986, as amended, or any successor provisions thereto). For the purposes of this Section 2.1 only, a "Beneficial Owner" of an interest shall also include a Person who, together with his or its Affiliates, has the right to become a beneficial owner of an interest (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise, conversion or exchange of any option, warrant, right or other instrument, or otherwise.
Restrictions on Purchase. (a) Subject to Section 2.04(b), until the date which is three years after the Distribution Date, neither Shareholder nor any of their respective Affiliates (nor any Person acting on behalf of or in concert with either Shareholder or either Shareholder's respective Affiliates) may, directly or indirectly, (i) acquire or agree to acquire any voting securities of the Company or (ii) 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.
(b) If at any time after the Distribution Date the Company issues any shares of Class B Common Stock, Section 2.04(a)(i) shall not restrict either Shareholder or any of their respective Affiliates to the extent (and only to the extent) that such Person acquires shares of Class B Common Stock solely to maintain the same percentage ownership of the then outstanding shares of Class B Common Stock as such Person owned immediately prior to the issuance by the Company of shares of Class B Common Stock.
(c) From the date hereof until the Distribution is consummated, neither Shareholder nor any of their respective Affiliates (nor any person acting on behalf of or in concert with either Shareholder or either Shareholder's respective
Restrictions on Purchase. Each of Stockholder, Pacific LifeCorp and PMHC agrees that, without the prior written consent of the Company (the granting of which shall be at the Company's sole discretion), none of Stockholder, Pacific LifeCorp and PMHC shall, and each of Stockholder, Pacific LifeCorp and PMHC shall cause each of their respective Affiliates not to, singly or as part of a partnership, limited partnership, syndicate or other 13D Group, directly or indirectly, acquire, propose to acquire, or publicly announce or otherwise disclose an intention to propose to acquire, or offer or agree to acquire, by purchase or otherwise (including by exercising control over a Person it did not previously control), Beneficial Ownership of any Security so as to cause Stockholder's Beneficial Ownership percentage in the Company to exceed 24.9% of the issued and outstanding Securities of the Company (or such other percentage as is necessary to prevent the Company from being treated as a controlled foreign corporation as a result of amendments to Section 951 et seq.
Restrictions on Purchase. Interpool agrees that, for a period of two years from the effective time of the Merger, Interpool will not, without the written consent of Apollo, acquire, directly or indirectly, any shares of Common Stock (or any other shares of capital stock) of the Company, whether in open market purchases, privately negotiated transactions, brokerage transactions or otherwise, unless Interpool shall have delivered to Apollo an opinion of the Company's independent auditors to the effect that any such acquisition would not have an adverse effect on the accounting treatment of the transactions consummated under the Recapitalization Agreement, as contemplated under Section 7.2(8) thereof.
Restrictions on Purchase. Prior to the eighteen (18) month anniversary of the Closing, each of the Purchaser and Xx. Xxxxxx agree that it will not, and it will cause its Affiliates not to, directly or indirectly, purchase, offer to purchase, or agree to purchase or otherwise acquire Beneficial Ownership of US Company Common Stock or any securities convertible or exchangeable into US Company Common Stock (each, a “Purchase”) other than (a) from its Affiliates (including commonly controlled or managed investment funds), (b) in the case of the Purchaser, from Xx. Xxxxxx or an Affiliate thereof or pursuant to open market purchases, each to the extent that, immediately subsequent to consummation of such transaction, the Purchaser and its Affiliates would not collectively Beneficially Own an aggregate percentage of the outstanding Voting Securities greater than or equal to twenty percent (20.0%), (c) in the case of Xx. Xxxxxx, from the Purchaser or an Affiliate thereof to the extent that, immediately subsequent to consummation of such transaction, Xx. Xxxxxx and his Affiliates would not collectively Beneficially Own an aggregate percentage of the outstanding Voting Securities greater than or equal to twenty percent (20.0%), (d) at such time as the immediately preceding five (5) business day weighted average closing price of the US Company Common Stock on the Nasdaq Global Select Market is less than $30.00 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization) and any Purchase occurs during such period at or below $30.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization)or (e) in connection with the exchange of Canadian Company Common Shares for US Company Common Stock. Any purported Purchase that is not in accordance with the terms and conditions of this Section 5.2 shall be, to the fullest extent permitted by Law, null and void ab initio and, in addition to other rights and remedies at Law and in equity, the Company shall be entitled to injunctive relief enjoining the prohibited action.
Restrictions on Purchase. (a) Purchases. Each Co-Investor agrees not to, directly or indirectly, purchase any shares of Stock, without the prior written consent of the Company until the earlier of (i) the third anniversary of the Funding Date, and (ii) a Change of Control; provided, however, that any Co-Investor may directly or indirectly purchase any shares of Stock, without the prior written consent of the Company, at any time so long as the average weekly closing bid price of the Common Stock as listed on the over the counter bulletin board or wherever the Common Stock then trades shall be greater than or equal to $1.00 for a period of at least twelve out of thirteen consecutive weeks ending no more than ten days prior to the date such Co-Investor consummates such purchase.
Restrictions on Purchase. Each of the Purchasers hereby covenants and agrees that it shall not purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) any securities of the Company, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (assuming the conversion of such options, rights or securities) until the company has filed a Form 6-K with the Securities and Exchange Commission pertaining to this Amendment and containing a press release in form and in substance acceptable to the Purchasers and the Company (the “Form 6-K”).
