Restrictions on Purchases Sample Clauses
The 'Restrictions on Purchases' clause defines limitations or conditions under which a party may acquire certain goods, services, or assets. Typically, this clause outlines specific criteria that must be met before purchases can be made, such as obtaining prior approval, adhering to budgetary constraints, or restricting purchases to approved vendors. Its core practical function is to control spending, ensure compliance with organizational policies, and mitigate risks associated with unauthorized or inappropriate acquisitions.
Restrictions on Purchases. (a) Without the approval of the Board of Directors of the Company, during the Standstill Period Cascade shall not and shall not permit any of its subsidiaries (which shall include all entities that Cascade controls, whether in corporate or non-corporate form) to, directly or indirectly:
(1) acquire, propose or agree to acquire, by purchase or otherwise, Voting Securities if such acquisition would result in Cascade having beneficial ownership of 20% or more of the outstanding Voting Securities (such percentage of Voting Securities, the “Percentage Limitation”) except (i) by way of stock dividends or other distributions by the Company made available to holders of Voting Securities generally or (ii) pursuant to a Permitted Acquisition Transaction;
(2) form or join any “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities other than a group, if any, consisting solely of Cascade, any of its subsidiaries and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III;
(3) deposit any Voting Securities in a voting trust or subject any Voting Securities to any voting agreement or similar arrangement with respect to the voting of such Voting Securities; or
(4) directly or indirectly become a “participant” in any “solicitation” of “proxies” (as such terms are defined in Regulation 14A under the Exchange Act) to vote, or to seek to influence any person or entity with respect to the voting of, any Voting Securities, except in accordance with matters recommended by the Board of Directors of the Company.
(b) Anything to the contrary contained in Section 2(a) notwithstanding:
(1) for the avoidance of doubt, nothing in Section 2(a) shall apply to any portfolio company of Cascade with respect to which Cascade or any of its subsidiaries is not the party exercising control over the decision to purchase Voting Securities, provided that such portfolio company is not acting at the request or direction of or in coordination with Cascade or any of its subsidiaries;
(2) Cascade will not be deemed in violation of Section 2(a) if the beneficial ownership of Cascade exceeds the Percentage Limitation solely as a result of an acquisition of Voting Securities by the Company or its subsidiaries (including as a result of a redemption or repurchase by the Company of any Voting Securities) that, by reducing the number of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by Cascade (and its subsidiaries), provided that Cascade d...
Restrictions on Purchases. The Company shall not have the right and option to purchase Warrant A as provided in this Section unless the Company is legally able to purchase all of Warrant A outstanding under applicable corporate law.
Restrictions on Purchases. Investor Agrees that if it does not purchase Common Stock in the Offering, until the second anniversary of the closing of the Offering (the "Closing") it will not, without the Company's prior written consent (the granting of which shall be at the Company's sole discretion), acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise (including by beginning to exercise control over a person or entity it did not previously control), beneficial ownership of any Voting Securities (as defined below), or direct or indirect rights to options to acquire (through purchase, exchange, conversion or otherwise) any Voting Securities.
Restrictions on Purchases. For a period of two years from the date hereof, Blockholder shall not, shall not permit any of its Affiliates and shall use its best efforts not to permit any of its Associates to, directly or indirectly:
(a) unless approved by a majority of the members of the Board of Directors, which majority shall not include ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, acquire, propose or agree to acquire by purchase or otherwise beneficial ownership of more than 300,000 shares of Common Stock (except by way of stock dividends or other distributions by Company made available to holders of Voting Securities generally, or by way of options to purchase Common Stock granted to directors);
(b) form or join any "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") with respect to Voting Securities (other than a group consisting solely of Blockholder);
(c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any similar agreement or arrangement with respect to the voting of such Voting Securities; or
(d) directly or indirectly become a "participant" in any "solicitation" of "proxies" (as such terms are defined in Regulation 14A under the Exchange Act) except in accordance with matters recommended by the Board of Directors of Company (at all times subject to Blockholder's voting obligations, with respect to Voting Securities set forth herein).
Restrictions on Purchases. No Notes may be purchased at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.
Restrictions on Purchases. The Company shall not have the right and option to purchase Shares or Warrants as provided in this Section unless the Company is legally able to purchase all Shares and Warrants outstanding under applicable corporate law.
Restrictions on Purchases. Notwithstanding anything in this Agreement to the contrary, no Shareholder shall purchase shares of Voting Common Stock for a period of three (3) years after the date hereof; provided that Transfers to Permitted Transferees and exercise of vested options and of pre-emptive rights under Section 9 hereof shall be permitted. After the expiration of the three (3)-year period, each TH Lee ▇▇▇reholder shall give Belron ten (10) days' prior written notice of its intention to purchase shares of Voting Common Stock and the number of shares it intends to purchase.