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. 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 Closing, Seller will not, without Buyer’s prior consent:
(a) propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx;
(b) propose the conducting of any other operations which require consent under the applicable operating agreement;
(c) propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties;
(d) propose the abandonment of any xxxxx on the Oil and Gas Properties;
(e) sell, transfer or abandon any portion of the Properties other than oil or gas produced from Oil and Gas Properties;
(f) release (or permit to terminate), or modify or reduce its rights under, any oil, gas and/or mineral lease forming a part of the Oil and Gas Properties; or
(g) make or revoke any material Tax election, or settle or compromise any material Tax liability, or change (or make a request to any Taxing Authority to change) any material aspect of its method of accounting for Tax purposes, in each case if such action would have any material adverse effect on the Properties following the Closing; provided that, notwithstanding anything to the contrary in this Agreement (other than the adjustment provisions set forth in Article X with respect to the Prepaid Amounts), (i) Seller’s obligation to approve, consent to, make any election with respect to or otherwise respond to any matter, or to pay any amounts pursuant to any AFE, JIB or drilling advance invoice or similar invoice, proposed or submitted to Seller by Buyer or any other person under the applicable operating agreements relating to the Properties, whether proposed or submitted prior to or on or after the date of this Agreement, shall be suspended and (ii) whether or not the Closing occurs, Seller shall not be deemed in breach or violation of such operating agreements on account of its failure to so approve, consent, elect, respond or pay during the period such obligation is suspended.
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. For any period during which the Investor owns beneficially and/or of record, 20% or more of the outstanding shares of Common Stock and the Gazit-Globe Group holds a majority interest in the Corporation, the Investor may not, without the prior written consent of the Corporation's Board of Directors:
(a) directly or indirectly seek, or permit any person over whom or which such Investor has control (a "Controlled Person") to seek or encourage or assist any associate, partner or affiliate of the Investor to seek representation on the Board of Directors of the Corporation or otherwise seek to participate in or influence the Corporation's management, management decisions, operating policies, or governing corporate instruments;
(b) instigate or join in any attempt to change the Corporation's management, management decisions, operating policies, governing corporate instruments or conduct of its business and affairs;
(c) solicit or permit any Controlled Person to solicit, or encourage or assist any associate, partner or affiliate of the Investor to solicit proxies with respect to any shares of Common Stock or other securities of the Corporation entitled to vote generally for the election of directors or otherwise ("Voting Securities") under any circumstance, or become a "participant", or permit any Controlled Person, or encourage or assist any associate, partner or affiliate of the Investor to become a "participant", in any "election contest" relating to the election of directors of the Corporation, changes in governing corporate instruments or otherwise (as such terms are used in Rule 14a-11 of Regulation 14A under the Securities Act of 1933, as amended);
(d) deposit, or permit any Controlled Person, or encourage or assist any associate, partner or affiliate of the Investor to deposit, any Voting Securities in a voting trust or similar arrangement, or subject or permit any Controlled Person, or encourage or assist any associate, partner or affiliate of such Investor to subject any Voting Securities to a voting or similar agreement;
(e) take any action alone or in concert with any other person to acquire or affect the control of the Corporation or, directly or indirectly, participate in, or encourage the formation of, any group seeking to obtain or take control of the Corporation; or
(f) directly or indirectly seek to influence any of the Corporation's contractual relationships, whether orally, in writing or otherwise (including, without limitation, the Corporation...
Restrictions on Certain Actions. For a period of two (2) years from the date of Closing, neither any 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. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or described on Section 6.2 of the Disclosure Schedule, prior to the Closing, no Company will, nor will Seller cause any Company to, 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 shares of stock 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 Subsidiary Stock 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);
(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, other than increases made in the Ordinary Course of Business; 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, except as set forth on Section 6.2 of the Disclosure Schedule;
(e) sell, lease, transfer, or otherwise dispose of, directly or indirectly, ...
Restrictions on Certain Actions. Notwithstanding any provision to ------------------------------- the contrary contained in this Indenture, the Indenture Trustee shall not foreclose the Lien of this Indenture or otherwise exercise remedies hereunder which would result in the exclusion of the Owner Trustee from the Indenture Estate or any part thereof as a result of an Indenture Event of Default that constitutes or occurs solely by virtue of one or more Lease Events of Default (at a time when no other Indenture Event of Default unrelated to any Lease Event of Default shall have occurred and be continuing) unless the Indenture Trustee, as security assignee of the Owner Trustee, has proceeded or is then currently proceeding, to the extent it is then entitled to do so hereunder and under the Lease and is not then stayed or otherwise prevented from doing so by operation of law, to terminate the Lease and repossess the Equipment as provided for in Section 15 of the Lease with respect to the Equipment, provided that in the event the Indenture Trustee shall be so stayed or otherwise prevented from exercising such remedies under the Lease, it shall in any event refrain from so foreclosing or exercising such other remedies hereunder for a period of not less than 270 days, and further provided that in the event the Lessee as debtor in a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee appointed for the Lessee as debtor in any such bankruptcy case) shall have assumed the Lease with the approval of the bankruptcy court having jurisdiction over such case, under Section 365 of the Bankruptcy Code or any amended or successor version thereof, and no Lease Event of Default other than as specified in Section 14(g) or Section 14(h) of the Lease has occurred and is continuing and no Indenture Event of Default unrelated to a Lease Event of Default occurring solely pursuant to Section 14(g) or 14(h) of the Lease shall have occurred and be continuing, the Indenture Trustee shall refrain from so foreclosing or exercising such other remedies hereunder. Subject to Sections 4.4(a) and 4.4(b), nothing in this Section 4.4(c) shall prevent the Indenture Trustee from foreclosing or exercising such other remedies hereunder to the extent the Lessee fails to comply with any provisions of any order issued in connection with the assumption of the Lease and the Indenture Trustee has been stayed or otherwise prevented from exercising such remedies under the Lease for a period of not less than 270 days.
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 Section 6.4, and except as otherwise expressly provided in this Agreement, between the Execution Date and the earlier of the Closing Date and the termination of this Agreement in accordance with Section 9.1, Seller will not and will cause the Acquired Company and the Acquired Subsidiaries not to, in each case without the prior written consent of Purchaser (which shall not be unreasonably withheld, delayed or conditioned), take, consent to or allow any of the following actions:
(a) issue or sell any Equity Securities in Seller, the Acquired Company or any Acquired Subsidiary;
(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 Seller, the Acquired Company or any Acquired Subsidiary;
(c) amend any of their respective Governing Documents;
(d) other than in the ordinary course of business consistent with past practice or 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 Membership Interests or the Equity Securities of any of the Acquired Subsidiaries; or (iv) mortgage or pledge any of the Assets, tangible or intangible, or create or suffer to exist any Lien thereupon (other than Permitted Liens); provided, however, that at or prior to Closing, the Acquired Company may loan the Partnership the Debt Payoff Amount and the Acquired Company and the Partnership may execute a promissory note (or similar instrument) evidencing the Partnership’s obligation to repay the Acquired Company the Debt Payoff Amount;
(e) other than in the ordinary course of business consistent with past practice or as may be required by applicable Law or pursuant to the terms of any Employee Plan or other employee benefit plan, policy, program, arrangement or agreement in effect on the date hereof, and provided that Seller provides prompt notice to Purchaser thereof, (i) enter into, adopt, materially amend or terminate any Employee Plan; (ii) materially increase the compensation or fringe benefits of any officer or employee of the Acquired Company or the Acquired Subsidiaries (other than in c...
