RIGHT TO ENGAGE IN OTHER ACTIVITIES (a) The services provided by the Advisor hereunder are not to be deemed exclusive. CMF on its own behalf and on behalf of the Partnership acknowledges that, subject to the terms of this Agreement, the Advisor and its officers, directors, employees and shareholder(s), may render advisory, consulting and management services to other clients and accounts. The Advisor and its officers, directors, employees and shareholder(s) shall be free to trade for their own accounts and to advise other investors and manage other commodity accounts during the term of this Agreement and to use the same information, computer programs and trading strategies, programs or formulas which they obtain, produce or utilize in the performance of services to CMF for the Partnership. However, the Advisor represents, warrants and agrees that it believes the rendering of such consulting, advisory and management services to other accounts and entities will not require any material change in the Advisor’s basic trading strategies and will not affect the capacity of the Advisor to continue to render services to CMF for the Partnership of the quality and nature contemplated by this Agreement.
Investments in Other Persons Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except:
Other Business Activities of the Holders Each Holder acknowledges that the other Holders may make loans or otherwise extend credit to, and generally engage in any kind of business with, any Borrower Party Affiliate, and receive payments on such other loans or extensions of credit to any Borrower Party Affiliate and otherwise act with respect thereto freely and without accountability, but only if none of the foregoing violate the Mortgage Loan Documents, in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.
Participation in Other Plans Nothing contained in this Agreement shall be construed to alter, abridge, or in any manner affect the rights and privileges of the Executive to participate in and be covered by any pension, profit-sharing, group insurance, bonus or any other employee plan or plans which the Corporation may have or hereafter have.
Rights in Other Capacities The Collateral Agent, the Custodial Agent and the Securities Intermediary and their affiliates may (without having to account therefor to the Company) accept deposits from, lend money to, make their investments in and generally engage in any kind of banking, trust or other business with the Purchase Contract Agent, any other Person interested herein and any Holder (and any of their respective subsidiaries or affiliates) as if it were not acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, and the Collateral Agent, the Custodial Agent, the Securities Intermediary and their affiliates may accept fees and other consideration from the Purchase Contract Agent and any Holder without having to account for the same to the Company; provided that each of the Collateral Agent, the Custodial Agent and the Securities Intermediary covenants and agrees with the Company that it shall not accept, receive or permit there to be created in favor of itself and shall take no affirmative action to permit there to be created in favor of any other Person, any security interest, lien or other encumbrance of any kind in or upon the Collateral other than the lien created by the Pledge.
Other Business Activities During the Term, Employee will not, without the prior written consent of the Company, directly or indirectly engage in any other business activities or pursuits whatsoever, except activities in connection with any charitable or civic activities, personal investments and serving as an executor, trustee or in other similar fiduciary capacity; provided, however, that such activities do not interfere with his performance of his responsibilities and obligations pursuant to this Agreement.
Prohibition on Transfers, Other Actions Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each Stockholder agrees that it shall not Transfer Beneficial Ownership of any of the Covered Stockholder Shares (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (i) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or would reasonably be expected to violate, or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (ii) take any action that would restrict such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.
Filings; Other Action Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.
