No Purchase of Securities; Other Actions Sample Clauses

No Purchase of Securities; Other Actions. (a) Except as provided in this Agreement or with the express written consent of PSA (which may not be unreasonably withheld), during the Exclusivity Period, neither Purchaser nor any of its Subsidiaries will, in any manner, directly or indirectly, (A) acquire, or offer to acquire, any equity securities of PSA (including options to acquire securities), (B) acquire, or offer to acquire, any assets of PSA or any of its Subsidiaries, (C) acquire, offer to acquire, agree to acquire, hire, solicit to hire or contract with any PSA SUB employee, franchisee, Independent Contractor or Contract Affiliate of PSA SUB as of the date hereof, or (D) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board of Directors or the policies of PSA or PSA SUB.
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No Purchase of Securities; Other Actions. (a) Except as provided in this Agreement or pursuant to the Stock Option Agreements of even date herewith, during the period from the date of this Agreement through the earlier of (aa) the Effective Time, or (bb) the termination of this Agreement, neither Parent nor any of its Subsidiaries will, in any manner, (i) acquire, or offer to acquire, any equity securities of the Company (including options to acquire securities), (ii) acquire, or offer to acquire, any assets of the Company, or (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board of Directors or the policies of the Company. Neither Parent nor any of its Subsidiaries will initiate any request for any waiver of the foregoing provisions or any consent to any action which otherwise would be prohibited thereby and may request such a waiver or consent only if the Company has initiated such request in writing prior thereto. (b) Except as provided in this Agreement or pursuant to the Stock Option Agreements of even date herewith, during the period from the date of this Agreement through the earlier of (aa) the Effective Time, or (bb) the termination of this Agreement, neither Company nor any of its Subsidiaries will, in any manner, (i) acquire, or offer to acquire, any equity securities of Parent (including options to acquire securities), (ii) acquire, or offer to acquire, any assets of Parent, or (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board of Directors or the policies of Parent. Neither the Company nor any of its Subsidiaries will initiate any request for any waiver of the foregoing provisions or any consent to any action which otherwise would be prohibited thereby and may request such a waiver or consent only if Parent has initiated such request in writing prior thereto. 26
Sample 1
No Purchase of Securities; Other Actions. Each of Securitas and Pinkerton ---------------------------------------- agrees that for a period of two years from the date of this agreement, neither it nor any of its affiliates or associates will, in any manner, alone or in concert with others (whether or not pursuant to any legally binding agreement or commitment), without the prior written approval of the Board of Directors of the other (i) acquire, or offer to acquire, directly or indirectly, record or beneficial ownership of any equity securities of the other or of any subsidiary of the other; (ii) acquire or offer to acquire, directly or indirectly, any options or other rights to acquire any equity securities of the other or of any subsidiary of the other (whether or not exercisable only after the passage of time or the occurrence of any event); (iii) acquire or offer to acquire, directly or indirectly, any assets of the other; (iv) offer to enter into any acquisition or other business combination transaction relating to the other or to any subsidiary of the other; (v) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" or "written authorization or consent" (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the other; (vi) otherwise act, alone or in concert with others, to seek to control or influence the management of the Board of Directors or the policies of the other; (vii) directly or indirectly participate in or encourage the formation of any "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) which owns or seeks or offers to acquire record or beneficial ownership of equity securities of the other (including right to acquire such securities) or which seeks or offers to affect control of the other or otherwise seeks or proposes to do any of the acts specified in (i) through (vi) above; (viii) propose, or publicly announce or otherwise disclose any request for permission or consent in respect of, any of the foregoing; or (ix) advise, assist or encourage any other persons in connection with any of the foregoing. Securitas and Pinkerton also agree during such period not to (a) request the other (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence) or (b) take any action which might requir...
Sample 1
No Purchase of Securities; Other Actions. You agree that for a ---------------------------------------- period of three years from the date of this agreement, none of you, your affiliates or the associates of you or your affiliates will, in any manner, alone or in concert with others (whether or not pursuant to any legally binding agreement or commitment), without the prior written approval of the Board of Directors of the Company, (i) acquire, or offer to acquire, or negotiate with respect to the acquisition of, directly or indirectly, record or beneficial ownership of any capital stock, debt securities, indebtedness or any securities of the Company or
Sample 1

Related to No Purchase of Securities; Other Actions

  • Purchase of Securities Promptly upon each purchase of Securities for the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (iii) the date of purchase and settlement, (iv) the purchase price per unit, (v) the total amount payable upon such purchase, and (vi) the name of the person to whom such amount is payable. The Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there is insufficient cash available to the Fund for which such purchase was made.

  • Release of Securities (a) The Custodian shall release and deliver, or direct its agents or sub-custodian to release and deliver, as the case may be, Securities or Required Documents of the Company held by the Custodian, its agents or its sub-custodian from time to time upon receipt of Proper Instructions (which shall, among other things, specify the Securities or Required Documents to be released, with such delivery and other information as may be necessary to enable the Custodian to perform), which may be standing instructions (in form acceptable to the Custodian), in the following cases:

  • Repurchase of Securities AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

  • Sale and Purchase of Securities Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $1.80

  • Trustee Not Responsible for Recitals or Issuance of Securities The recitals contained herein and in the Securities, except for the Trustee's certificates of authentication, and in any coupons shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

  • Treatment of Securities The Company will treat the Securities as indebtedness, and the amounts, other than payments of principal, payable in respect of the principal amount of such Securities as interest, for all U.S. federal income tax purposes. All payments in respect of the Securities will be made free and clear of U.S. withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S. or non-U.S. status for U.S. federal income tax purposes, or any other applicable form establishing a complete exemption from U.S. withholding tax.

  • Not Responsible for Recitals or Issuance of Securities The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

  • Replacement of Securities If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

  • RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

  • Reissuance of Securities The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:

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