Restricted Matters means, with respect to any Person, any of the following actions, effects or things: (a) issuance, sale, disposition of, grant, delivery, Encumbrance, or agreement, authorization, or commitment to the issuance, sale, disposition of, grant, delivery, or Encumbrance by such Person (in each case, whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) of any of its Equity Securities or debt securities (other than, solely in the case of Bezeq, issuance of Equity Securities of Bezeq pursuant to employee benefit plans disclosed in the Public Filings), (b) split, combination, subdivision, reclassification or redemption, repurchase or other acquisition by such Person of, directly or indirectly, any of such Person’s Equity Securities, (c) with respect to any BComm Company, declaration, set aside or payment of any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any of such Person’s Equity Securities, or any other actual, constructive or deemed distribution in respect of such Person’s Equity Securities, (d) amendment, replacement or other modification of such Person’s Organizational Documents; provided that the Company may, to the extent approved by the Court (in a decision the execution of which was not stayed) to amend its Organizational Documents only to the extent necessary to increase its authorized share capital and for no other purpose, (e) approval, proposal or adoption of, or other agreement by such Person to, a plan of complete or partial liquidation, dissolution, merger, consolidation, amalgamation, restructuring, recapitalization or other reorganization, (f) settlement of any pending or threatened derivative or class action brought against such Person; provided that the Company, subject to all applicable Legal Requirements, may settle the Horev Claim solely to the extent that such settlement does not impose or would result in any liabilities or obligations (monetary or otherwise, including any direct or indirect payment obligations or liabilities) to or of any of the BComm Companies (whether or not covered by insurance, and including under any D&O or other insurance policies maintained by or for the benefit of any of the BComm Companies), (g) settlement of any other material Proceeding, (h) entry into, amendment or other modification to any Contract with any controlling shareholder of such Person, other than termination of any s...
Restricted Matters means any action, proposal, transaction or agreement that is intended or would reasonably be expected to (1) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Parent under the Merger Agreement or of the Stockholder under this Agreement, (2) impede, interfere with, delay, postpone or adversely affect the timely consummation of the Mergers or any of the other transactions contemplated by the Merger Agreement or this Agreement or (3) change in any manner the voting rights of any class of shares of the Parent (including any amendments to the Parent’s charter or by-laws).
Restricted Matters means, with respect to any Person, any of the following actions, effects or things: (a) issuance, sale, disposition of, grant, delivery, Encumbrance, or agreement, authorization, or commitment to the issuance, sale, disposition of, grant, delivery, or Encumbrance by such Person (in each case, whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) of any of its Equity Securities or debt securities (other than, solely in the case of Bezeq, issuance of Equity Securities of Bezeq pursuant to employee benefit plans disclosed in the Public Filings), (b) split, combination, subdivision, reclassification or redemption, repurchase or other acquisition by such Person of, directly or indirectly, any of such Person’s Equity Securities, (c) with respect to any BComm Company, declaration, set aside or payment of any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any of such Person’s Equity Securities, or any other actual, constructive or deemed distribution in respect of such Person’s Equity Securities, (d) amendment, replacement or other modification of such Person’s Organizational Documents; provided that the Company may, to the extent approved by the Court (in a decision the execution of which was not stayed) to amend its Organizational Documents only to the extent necessary to increase its authorized share capital and for no other purpose, (e) approval, proposal or adoption of, or other agreement by such Person to, a plan of complete or partial liquidation, dissolution, merger, consolidation, amalgamation, restructuring, recapitalization or other reorganization, (f) settlement of any pending or threatened derivative or class action brought against such Person; provided that the Company, subject to all applicable Legal Requirements, may settle the Xxxxx Claim solely to the extent that such settlement does not impose or would result in any liabilities or obligations (monetary or otherwise, xxxxxxxxx any direct or indirect payment obligations or liabilities) to or of any of the BComm Companies (whether or not covered by insurance, and xxxxxxxxx under any D&O or other insurance policies maintained by or for the benefit of any of the BComm Companies), (g) settlement of any other material Proceeding, (h) entry into, amendment or other modification to any Contract with any controlling shareholder of such Person, other than termination of any s...
Examples of Restricted Matters in a sentence
It is clarified that any Restricted Matters taken by Bezeq or any subsidiary thereof (without any breach of any of Seller’s or the Company’s obligations hereunder), shall not, in and of itself, constitute a breach of the Seller’s or the Company’s representations and warranties hereunder, without limiting, modifying or otherwise affecting Purchaser’s rights under Section 6.2 (including Section 6.2(c)).
Restricted Matters Reserved for the Supervisory Board c) The following matters fall within the competence of the Supervisory Board and constitute "Limited Matters Reserved for the SB": i.
No introduced fish species were collected during surveys for the Project which indicates that the Styx River catchment may be relatively free of introduced taxa which are Restricted Matters under the Biosecurity Act, such as Tilapia (Oreochromis sp.) and Mosquito fish (Gambusia sp.).
The above species are also listed as Restricted Matters under the Biosecurity Act.
Motion 10 Restricted Matters That no additional matter or class of matter is to be determined by the owners corporationin general meeting.
More Definitions of Restricted Matters
Restricted Matters shall any vote or written consent of the Company’s stockholders, whether at an annual or special meeting of stockholders or actions taken by written consent of the stockholders of the Company, with respect to any of the following matters: (A) the sale, transfer or exclusive license of all or substantially all of the assets of the Company, or all or substantially all of the intellectual property assets of the Company that are material to the business of the Company as presently conducted or proposed to be conducted, (B) the purchase by a person or entity of shares of capital stock of the Company representing fifty percent (50%) or more of the then-outstanding voting stock of the Company, or (C) a merger, consolidation or similar transaction to which the Company is a party in which the Company’s stockholders immediately before such transaction will own less than fifty percent (50%) of the voting stock or voting power of the surviving entity or its resulting direct or indirect parent immediately after such transaction.
Restricted Matters means (A) any Company Acquisition Proposal and (B) any other action, proposal, transaction or agreement that is intended or would reasonably be expected to (1) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, (2) impede, interfere with, delay, postpone or adversely affect the timely consummation of the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement or (3) change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company’s charter or by-laws).
Restricted Matters the matters referred to in clause 17
Restricted Matters means the matters referred to in SCHEDULE 6; Set Up Costs Payment means the sum of £[ ]2 Subsidiary Undertaking shall have the meaning defined in section 1162 of the Companies Act;
Restricted Matters means (A) any Acquisition Proposal and (B) any other action, proposal, transaction or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the timely consummation of the Merger, or any of the other transactions contemplated by the Merger Agreement or this Agreement, or the satisfaction of any of Parent’s, the Company’s, or Merger Sub’s conditions under the Merger Agreement.
Restricted Matters means the matters listed in Schedule 3;
Restricted Matters has the meaning set forth in Section 5(g)(xi).