Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), SpinCo shall not (and shall not cause or permit any member of the SpinCo Group to), in a single transaction or a series of transactions:
Restricted Actions. Without the prior written consent of the Purchaser, and for so long as any of the Preferred Shares remain outstanding, the Company shall not, and shall not permit any Subsidiary to:
Restricted Actions. Without limiting the provisions of Section 7.1(a) hereof, following the Effective Time, Spinco shall not, and shall cause the members of the Spinco Group and their Affiliates not to, and Distributing shall not, and shall cause the members of the Distributing Group and their Affiliates not to, take any action that, or fail to take any action the failure of which, would be inconsistent with, or would cause any Person to be in breach of, any representation or covenant, or any material statement, made in the Tax Materials.
Restricted Actions. The Holder agrees that, during the Restricted Period, the Holder will not (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any of the Holder’s Shares, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any of the Holder’s Shares, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Holder’s Shares, whether any such transaction is to be settled by delivery of such securities, in case or otherwise (the “Restricted Actions”). The Restricted Actions are expressly agreed to preclude the Holder and any of its Affiliates and any Person in privity with the Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Holder’s Shares even if the Holder’s Shares would be disposed of by someone other than the Holder, including any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Holder’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Holder’s Shares. This Section 1 shall not apply to the exercise of options or warrants or the conversion of a security outstanding as of the date hereof; provided, however, that the Holder agrees that this Section 1 shall apply to any securities issued by the Company to the Holder upon such an exercise or conversion. The restrictions on transfer described in this Agreement are in addition to and cumulative with any other restrictions on transfer otherwise agreed to by the Holder or to which the Holder is subject to by applicable Law. For purposes of this Agreement, “Holder’s Shares” means: (x) all shares of Common Stock owned directly or indirectly by the Holder (including holding as a custodian) or with respect to which the Holder has beneficial ownership within the rules and regulations of the SEC and (y) all options or warrants to purchase shares of Common Stock or other securities convertible into or exercisable o...
Restricted Actions. Without limiting the provisions of Section 7.1(a) hereof, but except in each case as contemplated by Section 3.5, following the Effective Time, Splitco shall not, and shall cause the members of the Splitco Group and their Affiliates not to, and Distributing shall not, and shall cause the members of the Distributing Group and their Affiliates not to, take any action that, or fail to take any action the failure of which, would be inconsistent with, or would cause any Person to be in breach of, any representation or covenant, or any material statement, made in the Tax Materials.
Restricted Actions. Contractor shall not take, nor agree to take, any of the following actions without United’s prior written consent: (a) dispose of any of United’s assets, or (b) enter into any agreements with third parties which create liens, claims or encumbrances on any of United’s assets. To the extent that Contractor engages in, invests in or otherwise is responsible (financially or otherwise) for any business, activity or operation other than Contractor’s United Express Services, and unless otherwise expressly agreed in writing with United, Contractor will ensure that the costs and expenses associated with or allocable to such other businesses, activities or operations are not charged to or recovered from United in any way.
Restricted Actions. Without the prior written consent of the Purchaser, and for so long as any of the Debentures remain outstanding, the Company shall not:
Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), AdvanSix shall not (and shall not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions:
Restricted Actions. Unless specifically provided in this Agreement and without limiting the generality of Section 10.1.1, the Seller shall not, and the Seller shall procure that Company will not, without the prior written consent of the Buyer do or agree to do any of the following from the date of this Agreement through to the Closing Date:
Restricted Actions. The Seller shall ensure that during the Interim Period none of the Companies (or the Seller itself in relation to paragraph (iv) below) complete or commit to complete any of the following actions, except with the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed, or as required under applicable law:
