Restrictions on Certain Actions. During the earlier of (a) five years from the date of this Agreement or (b) two years after the termination of the Venture Agreement, except as permitted pursuant to Section 5 hereof, Buyer, without the prior consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to:
(a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities");
(b) directly or indirectly or through any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation.
(c) deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement;
(d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company;
(e) take any action alone or in concert with any other person to acquire or change the control of the Company or, directly or indirectly, participate in any group seeking to obtain or take control of the Company; or
(f) sell, transfer, pledge or otherwise dispose of or encumber any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities Act.
Restrictions on Certain Actions. If, and only if, the Cedar Board of Directors has granted or grants the Waiver, then from the effective date of the Waiver until the Expiration Date, the Group, without the prior consent of Cedar’s Board of Directors (specifically expressed in a resolution adopted by a majority of the directors of Cedar), will not, nor will it permit any Affiliate to:
(a) Acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person or entity, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock or any other securities of Cedar entitled to vote generally for the election of directors (“Voting Securities”), if such acquisition would cause the Group and its Affiliates, directly or indirectly, to Beneficially Own more than 14% of all Voting Securities outstanding. Notwithstanding the provisions of the preceding sentence, if the number of outstanding Voting Securities is reduced for any reason, whether by repurchases by Cedar or otherwise, the Group will not be required to dispose of any of its holdings of Voting Securities even if such reduction in outstanding shares would result in the Group’s Beneficial Ownership exceeding 14% of the outstanding Voting Securities;
(b) Directly or indirectly or through any other person or entity, solicit proxies with respect to Voting Securities under any circumstance; or become a “participant” in any “election contest” relating to the election of directors of Cedar (as such terms are used in Rule 14a-11 of Regulation 14A under the Act);
(c) Deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement;
(d) Directly or indirectly or through or in conjunction with any other person or entity, engage in a tender or exchange offer for Cedar’s Voting Securities made by any other person or entity without the prior approval of Cedar, or engage in any proxy solicitation or any other activity with any other person or entity relating to Cedar without the prior approval of Cedar; or
(e) Become a member of a Section 13(d) group that is seeking to obtain or take control of the Company.
Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member:
(i) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(ii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary);
(iii) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(iv) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(v) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “Prime-1” by Xxxxx’x Investors Service, Inc. or (4) any other investment permitted under any senior credit agreement to which the Company is a party;
(vi) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(vii) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and co...
Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers will not, without Buyer’s prior consent in connection with the Properties:
(a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer);
(c) sell, transfer, or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or
(d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreement, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers with notice of 60 days or less.
Restrictions on Certain Actions. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing, Sellers will not, without the prior written consent of Buyer (which will not be unreasonably withheld, delayed or conditioned), amend the Governing Documents of any Company or allow any Company to take, consent to or allow any of the following actions:
(a) issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any partnership interests of any class or any other securities or equity equivalents in any Company;
(b) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization, or other reorganization of any Company;
(c) other than any of the following that will terminate at Closing, (i) create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person; (ii) make any loans, advances, or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise encumber the Interests or other equity securities of any Company; or (iv) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted Liens) or on the Assigned Assets;
(d) (i) enter into, adopt, or (except as may be required by Applicable Laws) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance, or other employee benefit agreement, trust, plan, fund, or other arrangement for the benefit or welfare of any director, officer, or employee; (ii) increase in any manner the compensation or fringe benefits of any director, officer, or employee; or (iii) pay to any director, officer, or employee any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof;
(e) acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any assets or allow its Affiliates to do any of the foregoing with respect to any of the Assigned Assets, except for (i) sales of Hydrocarbons in the Ordinary Course of Business, (ii)...
Restrictions on Certain Actions. For a period of two (2) years from the date of Closing, neither of the Xxxxxxxx Trusts nor any of the Sullivans shall, without the prior consent of the Board of Directors of Perma-Fix (specifically expressed in a resolution adopted by a majority of the Board of Directors of Perma-Fix who are not employees, representatives or agents of the Xxxxxxxx Trusts and/or the Sullivans or any of their Affiliates):
Restrictions on Certain Actions. From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement, Purchaser and its Affiliates will not, in any manner, directly or indirectly, solicit, initiate, encourage or participate in applications, bids, purchases or negotiations with respect to the acquisition of any interest in an FCC license, permit, approval or authorization that, if consummated, would have the effect under the Communications Act of preventing or delaying Purchaser from consummating the acquisition of the Purchased Assets as contemplated by this Agreement.
Restrictions on Certain Actions. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing, Sellers shall not, without the prior written consent of Buyer: (a) create, incur, guarantee, or assume any liability or obligation in respect of the Business, except current liabilities incurred in the ordinary course of the Business, to the extent necessary to preserve and maintain the Business consistent with past practice; (b) mortgage or pledge any of the Assets or create or suffer to exist any Encumbrance thereupon, other than those existing in connection with the Permitted Encumbrances; (c) (i) enter into, adopt, or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock purchase, pension, retirement, deferred compensation, employment, collective bargaining, severance, or other employee benefit agreement, trust, plan, fund, or other arrangement for the benefit or welfare of any employee of the Business; (ii) increase in any manner the compensation or fringe benefits of any employee of the Business other than in the ordinary course of business, consistent with prior practice; or (iii) pay to any employee of the Business any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof; (d) sell, lease, transfer, or otherwise dispose of, directly or indirectly, any of the Assets, other than in the ordinary course of the Business consistent with past practice; (e) make any capital expenditure or expenditures relating to the Business that are not in the ordinary course of business or that in the aggregate are in excess of $500,000; (f) pay, discharge, or satisfy any claims, liabilities, or obligations relating to the Business (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), including without limitation any loans or other amounts payable to shareholders or affiliates, other than the payment, discharge, or satisfaction in the ordinary course of the Business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Latest Balance Sheet or incurred since the date thereof in the ordinary course of the Business consistent with past practice; (g) enter into, or amend, modify, or change, any lease, contract, agreement, commitment, arrangement, or transaction relating to ...
Restrictions on Certain Actions. Prior to Closing, Seller shall (i) cause the Leases and the Properties to be developed, maintained and operated in a manner substantially consistent with prior operations and applicable Law, (ii) not abandon any part of the Properties, (iii) not consent to or commence any operations on any one or more of the Leases or the Properties, except emergency operations, already-approved operations required under presently existing contractual obligations and on-going commitments, (iv) not convey, transfer, farmout, sell, encumber, remove, or otherwise dispose of any part of the Properties (other than Hydrocarbons produced from the Properties in the regular course of business), (v) not reduce or terminate (or caused to be reduced or terminated) any insurance coverage now held in connection with the Properties, (vi) not enter into new contracts or oil and gas leases or otherwise obtain a leasehold interest covering the Lands without the prior written consent of Buyer, such consent not to be unreasonably withheld; provided, however, Seller may extend or renew existing Leases upon providing Buyer written notice of the same, (vii) waive any right of material value relating to the Properties, (viii) modify or terminate any of the Contracts, (ix) incur any other costs or expenses in connection with the Properties for which Buyer will be responsible if Closing occurs which individually exceeds $25,000.00 or in the aggregate exceeds $100,000.00, (x) materially alter any of the Properties, or (xi) take any other actions with respect to the Properties outside of the ordinary course of business, consistent with Seller’s past practices.
Restrictions on Certain Actions. Investors hereby agree (subject to the occurrence of the Closing ) that for a period of one year from the Closing Date, Investors shall not, without the prior written approval of the Board of Directors of the Company, in any manner, directly or indirectly, acquire for their own accounts any Voting Securities (or beneficial ownership thereof), except by way of stock dividends or other distributions or offerings made available to holders of Voting Securities generally and except for acquisitions of Common Stock upon exercise of the Warrants (as defined herein) or upon exercise of the Warrants (as defined in the First Purchase Agreement). The parties acknowledge that various Affiliates of the Investors are brokers or investment advisors or are otherwise engaged in transactions in securities generally as part of their ordinary course of business. The parties agree that actions taken by Affiliates of the Investors as such in the ordinary course of their business, such as acting as broker for clients acquiring shares of Voting Securities, shall not be deemed a violation of any of the provisions of this Section 5.9.
