No Acquisitions Clause Samples
The "No Acquisitions" clause prohibits one or both parties from acquiring, merging with, or taking control of other businesses during the term of the agreement. This restriction typically applies to significant transactions, such as purchasing a controlling interest in another company or merging with a competitor, and may require prior written consent if an exception is needed. Its core function is to maintain the stability and focus of the parties involved, preventing changes in ownership or business structure that could disrupt the agreement or introduce unforeseen risks.
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No Acquisitions. The Company shall not, nor shall it permit any of its Subsidiaries to, (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or (ii) other than in the ordinary course of business, otherwise acquire or agree to acquire any assets which, in the case of this clause (ii), are material, individually or in the aggregate, to the Company.
No Acquisitions. Seller shall not acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other entity or division thereof or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to Seller.
No Acquisitions. Company shall not acquire or agree to acquire --------------- by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to make any such acquisition.
No Acquisitions. Since the Balance Sheet Date, neither the Company nor any of its Subsidiaries has acquired, or agreed to acquire, whether by merger or consolidation, by purchase of equity interests or assets, or otherwise, any business or any other Person, or otherwise acquired, or agreed to acquire, any assets that are material, either individually or in the aggregate, to the Company and its Subsidiaries taken as a whole.
No Acquisitions. The Company shall not, nor shall it permit any of its Subsidiaries to, (i) merge or consolidate with, or acquire any equity interest in, any corporation, partnership, association or other business organization, or enter into an agreement with respect thereto or (ii) acquire or agree to acquire any assets of any corporation, partnership, association or other business organization or division thereof, except for the purchase of inventory and supplies in the ordinary course of business or the acquisition by the Company or any Subsidiary of equity interests in any customer or supplier of the Company in satisfaction of outstanding claims against such party in bankruptcy proceedings consistent with past practice.
No Acquisitions. Seller will cause the Company not to (1) merge, consolidate, or otherwise combine or agree to merge, consolidate, or otherwise combine with any other Person; (2) acquire or agree to acquire blocks of business of, or all or substantially all the Assets and Properties or capital stock or other equity securities of any other Person; or (3) otherwise acquire or agree to acquire control or ownership of any other Person.
No Acquisitions. The Company shall not, and shall not permit any of the Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or any substantial assets of (other than inventory and equipment in the ordinary course consistent with past practice, to the extent not otherwise prohibited by this Agreement), or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof.
No Acquisitions. Other than acquisitions (whether by means of merger, share exchange, consolidation, tender offer, asset purchase or otherwise) and other business combinations (collectively, “Acquisitions”) that: (i) would not reasonably be expected to materially delay, impede or affect the consummation of the transactions contemplated by this Agreement in the manner contemplated hereby, and for which the fair market value of the total consideration paid by ▇▇▇▇▇ and its Subsidiaries in such Acquisitions does not exceed in the aggregate $100 million, or (ii) are Acquisitions of inventory in the ordinary course of business consistent with past practice, ▇▇▇▇▇ shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire, by merging, amalgamating or consolidating with, by purchasing a substantial equity interest in or a substantial portion of the assets of, by forming a partnership or joint venture with, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that are material to ▇▇▇▇▇; provided, however, that the foregoing shall not prohibit (A) internal reorganizations, mergers, amalgamations or consolidations involving existing Subsidiaries that would not present a material risk of any material delay in the receipt of any Requisite Regulatory Approval or (B) the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement.
No Acquisitions. No Borrower shall acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or incorporate a company.
No Acquisitions. Other than (i) pursuant to the PNU Stock Option Agreement, (ii) acquisitions disclosed on the Monsanto Disclosure Schedule and (iii) acquisitions for cash in existing or related lines of business of Monsanto the fair market value of the total consideration (including the value of indebtedness acquired or assumed) for which does not exceed the amount specified in the aggregate for all such acquisitions in Section 4.2(e) of the Monsanto Disclosure Schedule, Monsanto shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets or in-license any assets or rights (other than the acquisition or in-licenses of assets used in the operations of the business of Monsanto and its Subsidiaries in the ordinary course consistent with past practice); provided, however, that the foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing direct or indirect wholly owned Subsidiaries of Monsanto which remain direct or indirect wholly owned Subsidiaries of Monsanto or (y) the creation of new direct or indirect wholly owned Subsidiaries of Monsanto organized to conduct or continue activities otherwise permitted by this Agreement.