Without limiting the generality of Section Sample Clauses
Without limiting the generality of Section. 4.1(1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement; (iii) as required by Law; (iv) as required to comply with any COVID-19 Measures; or (v) as disclosed in Section 4.1(2) of the Company Disclosure Letter, the Company shall not, and shall not permit the Subsidiary to, directly or indirectly:
(a) amend its Constating Documents;
(b) split, combine or reclassify any shares of the Company or of the Subsidiary;
(c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of capital stock of the Company or the Subsidiary, except for: (i) the acquisition of shares of capital stock of the Subsidiary by the Company; or (ii) pursuant to the cashless exercise of Company Options or the forfeiture or withholding of Taxes with respect to currently outstanding Company Options, DSUs, or RSUs, in each case in accordance with the terms of such Company Options, DSUs or RSUs as of the date hereof;
(d) issue, grant, deliver, sell, pledge or otherwise encumber (other than Permitted Liens), or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of (other than Permitted Liens), or otherwise modify the terms of, any shares of capital stock or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, of the Company or the Subsidiary, except for: (i) the issuance of Shares issuable upon the exercise of the currently outstanding Company Options or settlement of the currently outstanding DSUs, and/or RSUs, as applicable; (ii) the issuance of any shares of capital stock of the Subsidiary to the Company; or (iii) the issuance of Shares in the Ordinary Course under the Employee Plans (including, subject to Section 4.16, Shares to be issued in settlement of Company’s obligations under the Employee Share Purchase Plan) and as disclosed in Section 4.1(2)(d) of the Company Disclosure Letter or as required pursuant to obligations under the Employee Plans (including, subject to Section 4.16, Shares to be issued in connection with the settlement of Company’s obligations under the Employee Share Purchase Plan);
(e) (A) acquire (by merger, ...
Without limiting the generality of Section. 5.1(a), and except as otherwise expressly provided in this Agreement between the date hereof and the Closing Date, neither the Company nor any of its Subsidiaries will, without the prior written consent of Lead Investor:
(i) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles of incorporation, certificate of incorporation or bylaws (or other applicable organizational or governance document) or take any action in respect of such amendment;
(ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights);
(iii) (A) split, combine, or reclassify any shares of its capital stock; (B) declare, set aside, or pay any dividend or make any other distribution or payment (whether in cash, stock, or property or any combination thereof) in respect of its capital stock; (C) make any other actual, constructive, or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or (D) redeem, repurchase, or otherwise acquire any securities of the Company or any of its Subsidiaries;
(iv) fail to comply in any material respect with any Law applicable to the Company or any of its Subsidiaries or their respective assets or properties;
(v) take any action, or knowingly omit to take any action, that would or would reasonably be expected to result in (i) any representation or warranty of the Company set forth in Section 3 becoming untrue or (ii) any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfied;
(vi) agree or commit to agree (in writing or otherwise) to do any of the foregoing; or
(vii) carry on any trade or business in the United States.
Without limiting the generality of Section. 2.1(a) above, and except as limited by applicable law, the Trustee shall have the power to:
(i) receive and hold the Trust Assets and exercise all rights with respect thereto;
(ii) invest the monies and other Trust Assets held from time to time by the Trust, subject to the limitations set forth in Section 3.2 below;
(iii) determine and pay liabilities and Trust Operating Expenses;
(iv) establish accounts and reasonable reserves within the Trust, as deemed by the Trustee, in his or her discretion, to be useful in administering the Trust;
(v) bring any action relating to the Trust or the Trust Assets in any court of competent jurisdiction;
(vi) initiate, prosecute, defend and resolve all legal actions and other proceedings related to any Trust Asset, liability or responsibility of the Trust. Such legal actions and other proceedings shall be limited solely to those required for purposes of administering the State Opioid Claims of the Beneficiaries and for enforcing the rights of the Trust under this Trust Agreement;
(vii) supervise and administer the Trust in accordance with this Trust Agreement;
(viii) retain such employees, consultants, advisors, independent contractors, experts and agents and engage in such legal, financial, administrative, accounting, investment, auditing and alternative dispute resolution services and activities as the Trust requires, and delegate to such persons such powersand authorities as the fiduciary duties of the Trustee permit and as the Trustee, in his or her discretion, deems advisable or necessary in order to carry out the terms of this Trust Agreement;
(ix) pay reasonable compensation and expenses to any of the Trust’s employees, consultants, advisors, independent contractors, experts and agents for legal, financial, administrative, accounting, investment, auditing and alternative dispute resolution services and activities as the Trust requires;
(x) compensate the Trustee, and any professionals with whom the Trustee has consulted prior to the Effective Date, for services, costs and expenses incurred prior to the Effective Date;
(xi) compensate the Trustee, Delaware Trustee, and their employees, consultants, advisors, independent contractors, experts and agents, and reimburse the Trustee and the Delaware Trustee for all reasonable out-of-pocket costs and expenses incurred by such persons in connection with the performance of their duties hereunder;
(xii) execute and deliver such instruments as the Trustee considers necessary o...
Without limiting the generality of Section. 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), New A&B shall use its reasonable best efforts to cooperate with any requests from any member of the Matson Group pursuant to Section 8.1(a) and Holdings shall use its reasonable best efforts to cooperate with any requests from any member of the A&B Group pursuant to Section 8.1(a), in each case to enable the requesting party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.
Without limiting the generality of Section. 9.0, the Recipient shall be liable for claims resulting from the breach of the privacy and confidentiality of the information in the course of the performance by the Recipient of its obligations pursuant to this Agreement. The Department will not accept any liability for damage, loss, injury, or claims of any kind, including, but not limited to, breach of confidentiality of information arising out of the performance by the Recipient of its obligations pursuant to this Agreement. The Department is not liable for the physical safekeeping and privacy of documents provided to the Recipient while such documents are in the possession or control of or under the responsibility of the Recipient, or in the process of being transferred or transmitted to the Department.
Without limiting the generality of Section. 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel.
Without limiting the generality of Section. 3.1(a), and subject to any restrictions imposed by applicable law, including the Communications Act:
Without limiting the generality of Section. 11.06(a), each party shall bear the costs and expenses in connection with the preparation for or conduct of litigation (or any other Tax Proceeding that is not a Tax audit) relating to taxes (i) that are a liability of such party, and/or (ii) against which such party has an indemnification obligation under Article 7.
Without limiting the generality of Section. 4.1(1), during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the express prior written consent of the Purchaser, acting reasonably, or (ii) as required or permitted by this Agreement, the Company shall:
(a) on a monthly basis, notify the Purchaser in writing of its actual capital and other expenditures, construction status and results for the immediately preceding month as compared to the Budget; and
(b) on a monthly basis, notify the Purchaser in writing of any planned capital and other expenditures for the following month as compared to the Budget.
Without limiting the generality of Section. 12.1 hereof, the parties acknowledge and agree that the Formulations, Specifications and Procedures are the Proprietary Information of ENBC and will be treated as Proprietary Information that does not become stale with the passage of time for purposes of the last sentence of Section 12.3 hereof.