Covenant Not to Acquire Sample Clauses

A Covenant Not to Acquire is a contractual provision that prohibits one party from purchasing or otherwise obtaining ownership interests in a specified company, asset, or group of assets during a defined period. Typically, this clause applies to situations such as mergers, acquisitions, or joint ventures, where one party agrees not to acquire shares or assets of a competitor, partner, or target company, either directly or indirectly. The core function of this clause is to prevent conflicts of interest, protect business relationships, and maintain the status quo by restricting potentially disruptive acquisitions during sensitive negotiations or business arrangements.
Covenant Not to Acquire. Tenant covenants and agrees that ----------------------- during the Term and any Extension Term, as the case may be, Tenant and its controlling shareholders or its or their Affiliates will not acquire, directly or indirectly, more that 9.90% of the outstanding common shares of beneficial interest of Capital Automotive REIT. Tenant covenants and agrees that it will divest itself of such shares of Capital Automotive REIT as may be necessary to satisfy the limitations of this Section 12.12.
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Covenant Not to Acquire. Each Warrantholder covenants and agrees that it shall not purchase or otherwise acquire any securities of the Company until after six (6) month anniversary of the Closing Date without an opinion of counsel that such purchase or acquisition is in compliance with applicable securities laws or other evidence satisfactory to the Company in its reasonable discretion.
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Covenant Not to Acquire. 45 ARTICLE XIII
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Covenant Not to Acquire. Tenant covenants that, during the Term, Tenant and its controlling shareholders or their Affiliates will not acquire, directly or indirectly, more than 9.8% of the outstanding Common Shares or beneficial interest of Mar Mar Realty Trust. Tenant covenants that it will divest itself of such shares of Mar Mar Realty Trust as may be necessary to satisfy the limitation of this PARAGRAPH. The representations and warranties set forth in this PARAGRAPH 12 are continuing representations and warranties which shall remain in effect for the entire Term of this Lease.
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Covenant Not to Acquire. Tenant covenants that, during the Term, Tenant and its controlling shareholders, partners or members or their respective Affiliates will not acquire, directly or indirectly, more than % of the outstanding Common Shares or beneficial interest of , a _______________________ (“____________”). Tenant covenants that it will divest itself of such shares of as may be necessary to satisfy the limitation of this Paragraph. The representations and warranties set forth in this Paragraph 12 are continuing representations and warranties which shall remain in effect for the entire Term of this Lease.
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Covenant Not to Acquire. Lessee covenants and agrees that during the Primary Term and any Extension Terms of this Lease Lessee and its controlling shareholders or Affiliates will not acquire, directly or indirectly, ten percent (10%) or more of the outstanding stock of the Lessor. Lessee covenants and agrees that it will divest itself of such stock of the Lessor as may be necessary to satisfy the limitations of this paragraph, in the event of the acquisition of shares by shareholders or Affiliates beyond the control of Lessee.
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Related to Covenant Not to Acquire

  • Covenant Not to ▇▇▇ Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Varex Liabilities by Varex or a member of the Varex Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

  • Covenant Not to S▇▇ The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Covenant Not to Solicit If the Executive is receiving payments and benefits under Section 2 above (or subsequently becomes entitled thereto because of a termination described in Section 2(a)(ii)), then, for a period of two (2) years following the Executive's Termination Date, the Executive shall not: (i) solicit, encourage or take any other action which is intended to induce any other employee of the Company to terminate his employment with the Company; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee of the Company. The foregoing shall not prohibit the Executive or any entity with which the Executive may be affiliated from hiring a former employee of the Company; provided, that such hiring results exclusively from such former employee's affirmative response to a general recruitment effort.

  • Covenant Not to Compete or Solicit (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

  • Covenant Not to Compete (a) The Executive hereby acknowledges and recognizes the highly competitive nature of the business of Main and of the Bank and accordingly agrees that, during and for the applicable period set forth in Subsection (c), the Executive will not: (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of, any person, firm, corporation, or enterprise engaged, in (A) the banking, or financial services industry, or (B) any other activity in which Main or any of its subsidiaries is engaged during the Employment Period, in either case (A) or (B) in any county in which, at any time during the Employment Period or at the date of termination of the Executive's employment, a branch, office or other facility of Main or any of its subsidiaries is located, or in any county contiguous to such a county, including contiguous counties located outside of the Commonwealth of Pennsylvania (the "Non- Competition Area"); and (ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (A) the banking or financial services industry, or (B) any other activity in which Main or any of its subsidiaries is engaged during the Employment Period, in the Non-Competition Area. (b) It is expressly understood and agreed that, although the Executive, Main and the Bank consider the restrictions contained in Subsection (a) reasonable for the purpose of preserving for Main and its subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Subsection (a) is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of Subsection (a) will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this section will be applicable commencing on the date of this Agreement and ending as follows: (i) at the termination of the payments and benefits provided under Section 6; provided, however, that this clause will not apply in the event Executive's termination of employment occurs following a Change in Control; (ii) one year following the termination of Executive's employment, in the case of a voluntary termination without Good Reason; or (iii) in all other cases, the date of Executive's termination of employment.