Prohibition of Certain Actions. The Company will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of all Warrants from time to time outstanding, (c) will not take any action which results in any adjustment of the Exercise Price if the total number of shares of Common Stock or Other Securities issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock or Other Securities then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such conversion, and (d) will not issue any capital stock of any class which has the right to more than one vote per share or any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage (or floating rate related to market yields) of par value or stated value in respect of participation in dividends and a fixed sum or percentage of par value or stated value in any such distribution of assets.
Prohibition of Certain Actions. The Company will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of all Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Exercise Price if the total number of shares of Common Stock or Other Securities issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock or Other Securities then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such conversion.
Prohibition of Certain Actions. (a) Except as otherwise expressly permitted or required by this Agreement (including Article IV), during the Effective Period, the Principal Shareholders and the Tang Siblings shall not directly, or indirectly through one or more intermediaries or otherwise, and shall cause each of their respective Affiliates not to directly, or indirectly through one or more intermediaries or otherwise (each of the actions referred to in or contemplated by the following provisions of this Section 2.2(a) being hereafter referred to as “Prohibited Actions”):
Prohibition of Certain Actions. (a) During the Standstill Period, except as otherwise specifically permitted by this Agreement, the Stockholder and the Family Members will not, directly or indirectly, through one or more intermediaries or otherwise, and will cause each of their respective Affiliates not to, directly or indirectly, singly or as part of a partnership, limited partnership, syndicate (as those terms are used within the meaning of Section 13(d)(3) of the Exchange Act, which meanings shall apply for all purposes of this Agreement) or other Group (each of the actions referred to in the following provisions of this Section 1.2(a) being referred to as “Prohibited Actions”):
Prohibition of Certain Actions. The Holder agrees that, for a period ending on the earliest of (a) one (1) year from the date of this Agreement, (b) the date of the first annual meeting of the Company held for the purpose of electing directors after the date of this Agreement, and (c) the occurrence of an Event of Default (as defined in the applicable document) under the Indenture, the Senior Note Indenture or Section 8.04, 8.05 or 8.09 (solely as a result of a default under Section 6.12, 6.14 or 6.15) of the Credit Agreement (as in effect as of the date of the amendment thereto pursuant to which the lenders thereunder approve the consent payments described in this Agreement but giving effect to such amendment with respect to the covenant calculations described in Exhibit A hereto only if the terms of such amendment are no more favorable to the Company than as set forth on Exhibit A, and provided that any waiver, consent or other action after the date of such amendment thereof on the part of the lenders pursuant to the Credit Agreement shall not be deemed to cure or otherwise affect such Event of Default for purposes of this Agreement), unless such action shall have been specifically invited in writing by the Board of Directors of the Company, such Holder will not, and will not direct any of its Agents, in any manner to, directly or indirectly, (A) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) the nomination of any person to the Board of Directors of the Company; (ii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the Company with respect to any director nominee that has not been nominated by the Board of Directors or a shareholder proposal that has not been supported by the Board of Directors; or (iii) or propose or publicly support any such shareholder proposal, (B) form, join or in any way participate in a “group” (as defined under Section 13d-5 of the Exchange Act), which may engage in any of the foregoing matters set forth in (A) above or (C) otherwise make any public announcement that is adverse or critical of the management or the Board of Directors of the Company.
Prohibition of Certain Actions. (a) Except as otherwise expressly permitted by this Agreement, during the Effective Period, the Buyer Parties shall not directly, or indirectly through one or more intermediaries or otherwise, and none of the Buyer Parties shall authorize or permit any of their Controlled Affiliates, directly or indirectly, to (each of the actions referred to in or contemplated by the following provisions of this Section 2.2(a) being hereafter referred to as “Prohibited Actions”):
Prohibition of Certain Actions. (1) The Company shall not, without the prior written consent of the Required Holders:
Prohibition of Certain Actions. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may reasonably be requested by the holder of any Warrant in order to protect the rights of the Warrantholder to exercise their Warrants for Shares against dilution or other impairment, consistent with the tenor and purpose of this Section 4.
Prohibition of Certain Actions. The Company will not take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in, or which has constituted, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, and has not effected any sales of Common Stock which are required to be disclosed in response to Item 701 of Regulation S-K under the Act which have not been so disclosed in the Registration Statement.
Prohibition of Certain Actions. From the date hereof until the earlier of (a) the Effective Time and (b) the Termination Date, each Investor shall not, directly or indirectly (i) except (1) pursuant to the terms of the Merger Agreement or this Agreement, (2) in connection with the distribution of the XXX Shares to DG and DG’s contribution of the XXX Shares to the DG XXX prior to the Effective Time or (3) in connection with the taking of actions to free Rollover Shares subject to a Lien from such Lien in order to consummate the transactions contemplated by this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with Quintiles or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of the Rollover Shares held by such Investor or any interest therein; or (ii) take any action that would make any representation or warranty of such Investor contained herein untrue or incorrect or have the effect of preventing or disabling such Investor from performing such Investor’s obligations under this Agreement.
