Restrictions on the Company Sample Clauses
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 any contract or agreement that materially and adversely affects the business of the Company. Except for the Credit Agreement, the Company is not a party to, or bound by any contract or agreement that restricts the right or ability of the Company to incur or guarantee indebtedness for borrowed money to such extent as to preclude the Company from entering into the transactions contemplated hereby, under the Bond Documents or any other documents executed in connection herewith and therewith.
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 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. Neither Issuer and no Subsidiary:
(a) is a party to any contract or agreement, or subject to any charter or other corporate restriction that, in the aggregate for all such contracts, agreements, and charter and corporate restrictions, is reasonably likely to have a Material Adverse Effect;
(b) is a party to any contract or agreement that restricts its right or ability to incur Debt, to make guarantees or to issue Common Stock of the Company, as the case may be, other than the Financing Documents and the agreements listed on PART 2.9(B) OF ANNEX 3, none of which restricts the issuance and sale of the Purchased Securities or the execution and delivery of or the compliance with this Agreement or the other Financing Documents by the Issuers and the Affiliate Guarantors;
(c) has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its Property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by the provisions of the Note Agreement; or
(d) is (other than as identified on PART 2.9(D) OF ANNEX 3) subject to any encumbrance, restriction, limitation or prohibition on the ability of any Subsidiary, whether by agreement, amendment or modification of any existing agreement or otherwise, to:
(i) pay dividends or make any other distributions on the Capital Stock of such Subsidiary or any other interest or participation measured by its profits;
(ii) pay any Debt or other indebtedness or obligation owed to the Company or any other Subsidiary owning Capital Stock of such Subsidiary;
(iii) make loans or advances to the Company;
(iv) transfer any of its Property to the Company; or
(v) enter into or become obligated in respect of the Affiliate Guaranty; in each case, except for such encumbrances, restrictions, limitations or prohibitions existing under or by reason of applicable law. True, correct and complete copies of each of the agreements, if any, listed on PART 2.9(B) OF ANNEX 3 and PART 2.9(D) OF ANNEX 3 have been provided to each Purchaser and the Purchasers' special counsel.
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 is not a party to any contract or agreement that materially and adversely affects the business of the Company.
Restrictions on the Company. (a) If, during the Agreement Period (as hereinafter defined), the Company issues additional Equity Securities (as hereinafter defined) (an "ADDITIONAL ISSUANCE"), except for issuances pursuant to (i) any currently outstanding stock option, warrant, convertible security or other right to purchase shares of any equity securities of the Company, (ii) any benefit plan or other employee or director arrangement adopted or implemented after the date of this Agreement, (iii) an employee stock ownership plan not in excess of 5% of the outstanding Equity Securities or (iv) any stock split, stock dividend or similar distribution made available to holders of Common Stock generally, then AIG shall be entitled to purchase from the Company during the twenty-five day period following the date