Restrictions on Purchaser Sample Clauses

Restrictions on Purchaser. Without first obtaining the written consent of the SF General Partner, which consent shall not be unreasonably withheld or delayed, from the date hereof until the Closing, except as otherwise contemplated by this Agreement, the Purchaser will not (and the KM General Partner covenants that it will not cause the Purchaser to): (i) make any material change in the conduct of its business and operations or its financial reporting and accounting methods; (ii) other than in the ordinary course of business, enter into any material contract or agreement or terminate or amend in any material respect any material contract or agreement to which it is a party, or be in default in any material respect thereunder; (iii) declare, set aside or pay any dividends or make any distributions in respect of its equity securities, or split, combine or reclassify any of its equity securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any of its equity securities, or purchase, redeem or otherwise acquire, directly or indirectly, any such securities, other than the payment of cash distributions consistent, in amount and timing, with past practice; (iv) merge into or with or consolidate with any other corporation or other entity, acquire all or substantially all of the business or assets of any corporation, person or other entity or form, acquire any interest in or contribute any assets to any partnership or joint venture or enter into any similar arrangement; (v) make any change in its agreement of limited partnership; (vi) issue any partnership interests or securities convertible or exercisable into such interests other than an issuance of such interests or securities at or in excess of the fair market value thereof; (vii) allow or permit the expiration, termination or cancellation at any time of any material insurance policy applicable to its business or operations, unless such policy is replaced, with no loss of coverage, by a comparable insurance policy (to the extent available on commercially reasonable terms); (viii) implement or adopt any material change in its tax methods, principles or elections; or (ix) commit to do any of the foregoing.
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Restrictions on Purchaser. Except as disclosed on Schedule 3.17, there is no Contract (non-competition or otherwise) or Order to which the Company or any of its Subsidiaries is a party or subject or otherwise binding upon the Company or any of its Subsidiaries that, before or after the consummation of the Transactions, could reasonably be expected to have the effect of prohibiting or impairing any past, present or future business practice of Purchaser or any Affiliate of Purchaser, including with respect to the employment or engagement or solicitation thereof for any Person, any acquisition of property (tangible or intangible), or the conduct of any business, or otherwise limiting the freedom of Purchaser or any of its Affiliates to engage in any line of business or to compete with any Person or bind Purchaser or any of its Affiliates with respect to its own customers, products or services in each case whether arising as a result of a change of control or otherwise, but excluding effects that arise from the specific identity of Purchaser or attributes of the business of Purchaser as purchaser of which the Company does not have Knowledge. Without limiting the generality of the foregoing, except as disclosed on Schedule 3.17, neither the Company nor any of its Subsidiaries has (i) entered into any Contract under which Purchaser or any of its Affiliates could be restricted from selling, licensing, manufacturing or otherwise distributing any of its technology or products or from providing services to customers or potential customers or any class of customers, in any geographic area, during any period of time, or in any segment of the market, (ii) entered into any Contract under which Purchaser or any of its Affiliates could be restricted from employing or soliciting for employment any Person, or (iii) granted any Person exclusive rights to sell, license, manufacture or otherwise distribute any of Purchaser’s or any of its Affiliates’ technology or products in any geographic area or with respect to any customers or potential customers or any class of customers during any period of time or in any segment of the market.
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Restrictions on Purchaser. 27.1 The Purchaser undertakes to each of the Unilever Parents that it shall not, and shall procure that each member of the Purchaser's Group shall not (for so long as it remains such a member), within 18 months of the Completion Date solicit or endeavour to entice away from the employment of any member of the Unilever Group any Senior Unilever Group Employee and shall not intentionally assist any person to do any of the foregoing things, other than: (A) any Senior Unilever Group Employee whose employment with the relevant member of the Unilever Group has then ceased or who has given (or received) notice terminating such employment; (B) any Senior Unilever Group Employee who has responded independently to a published general recruitment advertisement not specifically directed at such Senior Unilever Group Employee; (C) any Senior Unilever Group Employee who has, of his or her own accord, approached any member of the Seller Group in connection with such any Senior Unilever Group Employee being employed by a member of the Seller Group; or (D) as expressly provided for by the provisions of Clause 20 (Employees). 27.2 Each Unilever Parent undertakes to the Purchaser that it shall not, and shall procure that each member of the Unilever Group shall not (for so long as it remains such a member), within eighteen months of the Completion Date, solicit or endeavour to entice away from the employment of any member of the Purchaser’s Group any Senior Purchaser Group Employee and shall not intentionally assist any person to do any of the foregoing things, other than: (A) any Senior Purchaser Group Employee whose employment with the relevant member of the Purchaser’s Group has then ceased or who has given (or received) notice terminating such employment; (B) any Senior Purchaser Group Employee who has responded independently to a published general recruitment advertisement not specifically directed at such Senior Purchaser Group Employee; (C) any Senior Purchaser Group Employee who has, of his or her own accord, approached any member of the Unilever Group in connection with any such Senior Purchaser Group Employee being employed by a member of the Seller Group; or (D) as expressly provided for by the provisions of Clause 20 (Employees).
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Restrictions on Purchaser. The Purchaser undertakes to the Vendor that it shall not, and shall procure that each member of the Purchaser’s Group shall not (for so long as it remains such a member), within one year of the Completion Date solicit or entice away from the employment of any member of the Vendor’s Group any Senior Employee other than: (i) any Senior Employee whose employment with the relevant member of the Vendor’s Group has then ceased or who has given (or received) notice terminating such employment; (ii) any Senior Employee who responds to any bona fide public recruitment advertisement placed by or on behalf of any member of the Purchaser’s Group; and (iii) in response to an unsolicited approach from that Senior Employee, and shall not intentionally assist any person to do any of the foregoing things.
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Restrictions on Purchaser. The promoter has informed the purchaser and the purchaser is aware that the purchase of the said premises shall be subject to all the following conditions: a) The access to the individual flat shall be as per the sanctioned plan and/or revised plan from time to time. b) Construction of a loft and other civil changes done internally shall be at the risk and cost of the Purchaser who shall not damage the basic R.C.C structure. c) The construction of chimneys, handing telephone and telex wires, electric connection, fax teleprompter, computer and telex wires, electric connection fax, teleprompter, computer devices which required external wiring cables lines dish antennas will not be permitted except in the form prescribed by the promoter and his/ her architect in writing. d) The installation of any grills or any doors shall only be as per the form prescribed by promoter architect. e) The residential flat shall be solely utilized for the purpose of residence only and no commercial activity of any kind would be permitted therein. f) The car parking area shall not be covered/enclosed under any circumstances. g) The purchaser shall not joined two adjacent flats and shall not demolish or cause to be demolished and is denied at any time to make any addition or alteration of whatsoever nature in or to the structure or construction of the said flat with out the written permission of promoter. h) All phases wise construction has been made and executed for the convenience of the promoter. No separate fencing and/or gate will be allowed for separating any particular phase or building or flat for whatsoever reason. All purchasers in all phase/s and building/s shall have free access to all other phases and building/s i.e. entire project. i) Purchaser is not allowed to carry any changes in flat till guarantee period given by promoter over and he is allow to make any alteration, modification in said flat only after written consent of promoter if promoter deemed fit so.
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Restrictions on Purchaser. Without the prior written consent of Purchaser, the Company shall not take or recommend to its shareholders any action which would impose limitations on the legal rights to be enjoyed by Purchaser or Affiliates of Purchaser as a shareholder of the Company, other than those imposed by the express terms of this Agreement and the other Transaction Documents, including, without limitation, any action which would impose or increase restrictions on Purchaser or Affiliates of Purchaser (a) based upon the size of its security holdings, the business in which it is engaged or other considerations applicable to it and not to security holders generally, (b) by means of the issuance of or proposal to issue any other class of securities having voting power disproportionately greater than the equity investment in the Company represented by such securities or by charter or by-law amendment or (c) by reducing by any means (including, without limitation, by split-up, reverse split-up, reclassification, recapitalization, reorganization, combination, redemption, repurchase, or cancellation of securities or rights or by a Business Combination Transaction) the number of shares of Common Stock that are then issued and outstanding or are then subject to issuance upon the conversion of or exercise or exchange for any Equity Securities (including securities exchangeable or convertible into Equity Securities) of the Company then outstanding, excepting only the reduction in such number of shares of Common Stock then issued and outstanding or subject to issuance resulting from the conversion of or exercise or exchange for Equity Securities of the Company issued and outstanding on the Second Closing Date (including, without limitation, the Purchaser Note, the Tranche A Warrants and the Tranche B Warrants) and adjustments in the number of shares of Common Stock subject to issuance under Employee Options that are issued and outstanding on the Second Closing Date;
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Restrictions on Purchaser. 1. During the Earn-Out Period, the Purchaser shall and shall procure that the Company shall: (a) Not make any management charges, reallocation of group costs, finance charges or other group charges unless such charge or reallocation represents arm's length value (calculated in accordance with the Company's accounting policies) for the service or benefit to the Company in respect of which the charge or reallocation has been made; (b) Not apply to the Net Profit calculation any finance costs in respect of loan or overdraft facilities in excess of those payable under facilities available to the Company on reasonable terms from arm's length providers of such facilities; (c) Not apply to the Net Profit calculation any finance and depreciation costs in relation to capital expenditure, unless in accordance with the Company's accounting policies; (d) Not apply to the Net Profit calculation any money spent on research and development, sales and marketing, legal, audit and accountancy fees , unless such amounts have been spent bona fide in furtherance of the Company's business; (e) Not apply to the Net Profit calculation any bonus payments to the Executives referred to in clause 8.4 or any Earn Out Consideration payable to the Sellers; (f) Not initiate any procedure for the solvent winding up of the Company; (g) Procure that the Company shall not sell or transfer any material part of its business or purchase any business or company; (h) Procure that no change shall be made to the nature of the Company's business as conducted at Completion (being a change which is material in the context of the Company taken as a whole); (i) Procure that the Company shall not enter into any joint venture, partnership or other similar profit sharing arrangement; (j) Procure that no business or opportunities of the Company shall be diverted away from the Company to any member of the Purchaser's Group for the time being; and (k) Procure that the Company shall not enter into any transaction, agreement or arrangement with any member of the Purchaser's Group for the time being on terms which are less favourable to the Company than would be available from a third party dealing at arm's length, except (in the case of any relevant action) with the prior written consent of the Sellers or as permitted by this schedule, if any such action would have a material adverse effect on the Net Profits.
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Related to Restrictions on Purchaser

  • Restrictions on Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Restrictions on Stock i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock. ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges. iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • Restrictions on Transfers (a) Except as provided in Section 4.7(c) below, but notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable U.S. federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed), or (iv) cause the Partnership to be subjected to the provisions of the U.S. Investment Company Act of 1940, as amended. (b) The General Partner may impose restrictions on the transfer of Partnership Interests if it receives an Opinion of Counsel that such restrictions are necessary to avoid a significant risk of (i) the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes or (ii) the Partnership being subjected to the provisions of the U.S. Investment Company Act of 1940, as amended. The General Partner may impose such restrictions by amending this Agreement; provided however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then traded must have, prior to such amendment being effected, Special LP Approval. (c) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed for trading. (d) Each Certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form or such other form as the General Partner shall determine in its sole discretion: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF STEEL PARTNERS HOLDINGS L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF STEEL PARTNERS HOLDINGS L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, C) CAUSE STEEL PARTNERS HOLDINGS L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED), OR (D) CAUSE STEEL PARTNERS HOLDINGS L.P. TO BE SUBJECTED TO THE PROVISIONS OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. STEEL PARTNERS HOLDINGS GP INC., THE GENERAL PARTNER OF STEEL PARTNERS HOLDINGS L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF STEEL PARTNERS HOLDINGS L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES OR CAUSING STEEL PARTNERS HOLDINGS L.P. TO BE SUBJECTED TO THE PROVISIONS OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS TRADED.

  • Restrictions on Resales The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

  • Restrictions on Transfer of Shares (a) There can be no valid transfer (as hereinafter defined) of any shares of stock purchased on exercise of the Option, or any interest in such shares, by any holder of such shares or interests unless such transfer is solely for cash consideration and is made in compliance with the following provisions: (1) Before there can be a valid transfer of any shares or any interest therein, the record holder of the shares to be transferred (the "Offered Shares") shall give written notice (by registered or certified mail) to the Company. Such notice shall specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed transferee and the other terms and conditions of the proposed transfer. The date such notice is mailed shall be hereinafter referred to as the "notice date" and the record holder of the Offered Shares shall be hereinafter referred to as the "Offeror." (2) For a period of thirty (30) calendar days after the notice date, the Company shall have the option to purchase all (but not less than all) of the Offered Shares at the purchase price and on the terms set forth in subsection (a)(3) of this Section 5.8. This option shall be exercisable by the Company by mailing (by registered or certified mail) written notice of exercise to the Offeror prior to the end of said thirty (30) days. (3) The price at which the Company may purchase the Offered Shares pursuant to the exercise of such option shall be the cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under subsection (a)(1) of this Section 5.8). The Company's notice of exercise of such option shall be accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company shall acquire full right, title and interest to all of the Offered Shares. (4) If, and only if, the option given pursuant to subsection (a)(2) of this Section 5.8 is not exercised, the transfer proposed in the notice given pursuant to subsection (a)(1) of this Section 5.8 may take place; provided, however, that such transfer must, in all respects, be exactly as proposed in said notice except that such transfer may not take place either before the tenth (10th) calendar day after the expiration of said thirty-day option exercise period or after the ninetieth (90th) calendar day after the expiration of said thirty-day option exercise period, and if such transfer has not taken place prior to said ninetieth (90th) day, such transfer may not take place without once again complying with subsection (a) of this Section 5.8. (b) As used in this Section 5.8, the term "transfer" means any sale, encumbrance, pledge, gift or other form of disposition or transfer of shares of the Company's stock or any legal or equitable interest therein; provided, however, that the term "transfer" does not include a transfer of such shares or interests by will or by the applicable laws of descent and distribution or a gift of such shares if the donee agrees to be bound by the provisions of this Section 5.8. (c) None of the shares of the Company's stock purchased on exercise of the Option shall be transferred on the Company's books nor shall the Company recognize any such transfer of any such shares or any interest therein unless and until all applicable provisions of this Section 5.8 have been complied with in all respects. The certificates of stock evidencing shares of stock purchased on exercise of the Option shall bear an appropriate legend referring to the transfer restrictions imposed by this Section 5.8 and to the repurchase option provided for in Section 5.8.

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