Restrictions on the Company. From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement pursuant to its terms, the Company and its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, (i) solicit or knowingly encourage submission of, any proposals or offers by any person, entity or group (other than Parent and its affiliates, agents and representatives), or (ii) participate in any discussions or negotiations with, or disclose any non-public information concerning the Company or any of its subsidiaries to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than Parent and its affiliates, agents and representatives), in connection with any Acquisition Proposal with respect to the Company. The Company will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company will (i) notify Parent as promptly as practicable if any inquiry or proposal is made or any information or access is requested in connection with an Acquisition Proposal or potential Acquisition Proposal and (ii) as promptly as practicable notify Parent of the significant terms and conditions of any such Acquisition Proposal. In addition, subject to the other provisions of this Section 5.3(b), from and after the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to its terms, the Company and its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any person, entity or group (other than Parent); provided, however, that nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act.
Restrictions on the Company. The Company is not a party to or bound by any contract, indenture, agreement or instrument, or any law, rule or regulation, any judgment or order of any court or governmental agency that restricts or limits the right or ability of the Company to issue the Bonds or comply with and perform this Agreement; and no approval, authorization, consent or withholding of objection on the part of any governmental authority or regulatory body is necessary in connection with the issuance of the Bonds or the entering into this Agreement by the Company, except the approval of the Delaware Public Service Commission which has been obtained and remains in full force and effect. No action on the part of any shareholder of the Company is necessary in connection with the execution and delivery by the Company of and the performance by the Company of its obligations under the Bond Documents.
Restrictions on the Company. The Company is not a party to any contract or agreement, or subject to any charter or other corporate restriction, that materially and adversely affects the business of the Company. The Company is not a party to any contract or agreement that restricts the right or ability of the Company to incur or guarantee indebtedness for borrowed money.
Restrictions on the Company. (a) Subject to subsection (b) of this Section 6.1, the Company will not, and will not permit any of its Subsidiaries to take, directly or indirectly, any of the following actions (i) without the affirmative vote or the prior written consent of GSCP, so long as GSCP, together with its Affiliates, holds a majority of the Securities, and (ii) thereafter, without the affirmative vote or the prior written consent of the holders of a majority of the Securities, voting together as a class:
(i) except as contemplated by the Agreements, authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of any notes or debt securities ranking senior to, or PARI PASSU with, the Notes with respect to the payment of interest, repayment, redemption, distributions upon liquidation or otherwise, other than notes and debt securities issued in connection with (x) obligations relating to real property leases ("Lease Obligations") or (y) Indebtedness which by its terms must be paid or discharged by the Company or its Subsidiaries within one year ("Current Indebtedness") so long as the Company and its Subsidiaries do not have outstanding Lease Obligations and Current Indebtedness, which, in the aggregate (not including Lease Obligations incurred by the Company in connection with the entering into by the Company of a lease for the Northland Interstate Business Center if such lease is pursuant to terms substantially similar to those set forth in the Lease Proposal attached hereto as Exhibit B) exceed $5 million on a consolidated basis;
(ii) pay, declare or set aside any sums for the payment of, any dividends, or make any distributions, in respect of any shares of its capital stock or other equity interests;
(iii) redeem, purchase or otherwise acquire any shares of its capital stock or other equity interests, including, without limitation, any Capital Stock Equivalents, other than such redemptions, purchases or acquisitions pursuant to any stock option or stock purchase plan approved by the Board of Directors of the Company and by the holders of a majority of the Securities;
(iv) consolidate or merge with or into any Person or enter into any similar business combination transaction (including, without limitation, sale of all or substantially all of its assets) or effect any transaction or series of transactions pursuant to which more than fifty percent (50%) of its Voting Securities are transferred to another Person;
(v) acquire a majority of the sh...
Restrictions on the Company. The Company shall not, and shall not grant any rights or licenses to any Third Party or otherwise permit any Third Party to, develop the Compounds for animal health or any other application outside the Field without the prior written consent of ERS, which shall not be unreasonably withheld.
Restrictions on the Company. So long as any Securities are Outstanding, the Company shall not, without the prior consent in writing of the Trustee if so directed by the holders of not less than 25% of the principal amount of the Securities Outstanding:
10.21.1 engage in any business other than issuing Securities, acquiring and holding any collateral for the payment of Securities, issuing further Securities, entering into agreements and transactions related to all or any of the foregoing and performing any act incidental to or necessary in connection with any of the foregoing;
10.21.2 dispose of any part of any collateral or any interest therein, or create any mortgage, charge, Lien or other security or right of recourse in respect thereof in favor of any Person;
10.21.3 declare or pay any dividends or make any distribution of its assets;
10.21.4 release any party to this Indenture from any existing obligations thereunder;
10.21.5 have any subsidiaries;
10.21.6 consolidate or merge with any other Person (other than as contemplated by this Indenture);
10.21.7 take or omit to take any action, or make or omit to make any filing, or consent to the taking or omission to take any action or the making or omission to make any filing, which could lead to the Company becoming subject to any of the events specified in Section 5.1.5 or Section 5.1.6;
10.21.8 have any employees;
10.21.9 incur any indebtedness for borrowed moneys, other than issuing Securities to the extent permitted under this Indenture and provided that following the issue of such further Securities, the Issuer will not be deemed to be an “investment company” as defined in the U.S. Investment Company Act of 1940; or
10.21.10 purchase, own, lease or otherwise acquire any real property (including office premises or like facilities).
Restrictions on the Company. (a) The Company agrees that it will not take or fail to take, or permit any Affiliate of the Company, as the case may be, to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Representation Letters or the Tax Opinions. The Company agrees that it will not take or fail to take, or permit any Affiliate of the Company, as the case may be, to take or fail to take, any action which adversely affects or could reasonably be expected to adversely affect the Tax-Free Status.
(b) The Company agrees that, from the date hereof until the first Business Day after the two-year anniversary of the final Distribution Date, it will (i) maintain its status as a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (iii) cause each Affiliate of the Company whose Active Trade or Business is relied upon in the Tax Opinions for purposes of qualifying a transaction as tax-free pursuant to Section 355 of the Code or other Tax Law to maintain its status as a company engaged in such Active Trade or Business for purposes of Section 355(b)(2) of the Code and any such other applicable Tax Law, (iv) not engage in any transaction or permit an Affiliate of the Company to engage in any transaction that would result in an Affiliate of the Company described in clause (iii) hereof ceasing to be a company engaged in the relevant Active Trade or Business for purposes of Section 355(b)(2) or such other applicable Tax Law, taking into account Section 355(b)(3) of the Code for purposes of clauses (i) through (iv) hereof, and (v) not dispose of or permit an Affiliate of the Company to dispose of, directly or indirectly, any interest in an Affiliate of the Company described in clause (iii) hereof or permit any such Affiliate of the Company to make or revoke any election under Treasury Regulations Section 301.7701-3.
(c) The Company agrees that, from the date hereof until the first Business Day after the two-year anniversary of the final Distribution Date, it will not and will not permit any Affiliate of the Company described in clause (iii) of Section 6.01(b) to (i) enter into any Proposed Acquisition Transaction or, to the extent the Company has the right to prohibi...
Restrictions on the Company. During the period specified in Section 3 of this Agreement, the Company will not effect any public sale or distribution of any securities the same as or similar to the Transfer Restricted Securities, or any securities convertible into or exchangeable or exercisable for any Company securities the same as or similar to the Transfer Restricted Securities (except pursuant to registration on Form S-4 or any successor form, or otherwise in connection with the acquisition of a business or assets of a business, a merger, or an exchange offer for the securities of the issuer of another entity, or registrations on Form S-8 or any successor form relating solely to securities offered pursuant to any benefit plan), during the 14-day period prior to and through the period (i) beginning on the commencement of the public distribution of Transfer Restricted Securities pursuant to the Shelf Registration Statement in an underwritten offering by or on behalf of any Holder to the extent timely notified in writing by the selling Holders or the underwriters managing such distribution and (ii) ending on the first to occur of (A) the 90th day after such commencement and (B) the end of such distribution (the "Company Standstill Period"), including that portion of such period following an underwritten distribution commenced during the Company Standstill Period that does not coincide with the Company Standstill Period.
Restrictions on the Company. The Company will not:
(a) own any assets, or have any Investments, other than owning its general partnership interest in the Borrower and its limited partnership interests described in Section 6.19.
(b) engage in any business other than its activities as managing general partner of the Borrower.
(c) directly or indirectly convey, sell, transfer, assign, pledge or encumber any of its partnership interest in the Borrower.
(d) create, incur, assume, guarantee or become or remain liable, contingently or otherwise, any Indebtedness, and any recourse against the Company with respect to the Indebtedness of the Borrower shall be limited to the same or greater extent as recourse against the Company with respect to the Obligations as provided in Section 28.
Restrictions on the Company. The Company is not a party to any contract or agreement that materially and adversely affects the business of the Company.
