No Influence or Control Clause Samples

The "No Influence or Control" clause establishes that one party does not have the authority to direct, manage, or otherwise influence the actions or decisions of the other party. In practice, this means that each party operates independently, and neither can dictate how the other fulfills its obligations or conducts its business. For example, a contractor cannot control the internal policies or staffing decisions of a client, and vice versa. This clause is essential for clarifying the independent status of the parties and preventing any assumptions of agency, partnership, or undue influence, thereby reducing the risk of liability or misunderstandings regarding authority.
No Influence or Control. The Requesting Persons and their respective Affiliates and Associates: (i) have acquired the Current Beneficially Owned Shares in the ordinary course of their respective businesses, (ii) as of the Effective Date, do not Beneficially Own the Current Beneficially Owned Shares with the purpose or the effect of changing or influencing the control of the Company (except to the extent permitted by Section 2.1(a)(ii) of this Agreement), and (iii) as of the Effective Date, do not Beneficially Own the Current Beneficially Owned Shares in connection with or as a participant in any transaction having such purpose or effect. As of the Effective Date, the Requesting Persons and their respective Affiliates and Associates collectively represent that the Requesting Persons and their respective Affiliates and Associates do not have any knowledge that any third party is currently engaged in undertaking, or has any intention or plan to undertake, a Company Acquisition Transaction.
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No Influence or Control. As of the Effective Date, and at all times while this Agreement is in effect, the Stockholders collectively represent that the Stockholders (together with their Affiliates and Associates): (a) have acquired the Shares set forth on the signature page hereto in the ordinary course of their respective businesses, (b) have not acquired the Shares with the purpose or the effect of changing or influencing the control of the Company, and (c) have not acquired the Shares in connection with or as a participant in any transaction having such purpose or effect. As of the Effective Date, the Stockholders collectively represent that the Stockholders (together with their Affiliates and Associates) do not have any knowledge that any third party is currently engaged in undertaking, or has any intention or plan to undertake, a Company Acquisition Transaction. To the extent this Agreement permits any additional acquisition of shares of Common Stock by a Stockholder, the Stockholders further collectively represent that if they (or any of them individually) acquire any additional Shares on the Effective Date or at any time following the Effective Date until this Agreement terminates pursuant to Section 6, such acquisition of Shares (x) will not be made with the purpose or the effect of changing or influencing the control of the Company, and (y) will not be made in connection with (and none of the Stockholders will be a participant in) any transaction having such purpose or effect.
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No Influence or Control. As of the Effective Date, and at all times while this Agreement is in effect, Piton and the other Stockholders collectively represent that Piton and the other Stockholders (together with their respective Affiliates and Associates): (i) have acquired the Shares set forth on the Beneficial Ownership Schedule in the ordinary course of their respective businesses, (ii) have not acquired the Shares with the purpose or the effect of changing or influencing the control of the Company, and (iii) have not acquired the Shares in connection with or as a participant in any transaction having such purpose or effect. As of the Effective Date, Piton and the other Stockholders collectively represent that Piton and the other Stockholders (together with their respective Affiliates and Associates) do not have any knowledge that any third party is currently engaged in undertaking, or has any intention or plan to undertake, a Company Acquisition Transaction. To the extent this Agreement permits any additional acquisition of shares of Common Stock by Piton or any other Stockholder, Piton and the other Stockholders further collectively represent that if they (or any of them individually) acquire any additional Shares on the Effective Date or at any time following the Effective Date until this Agreement terminates pursuant to Section 6, such acquisition of Shares (1) will not be made with the purpose or the effect of changing or influencing the control of the Company, and (2) will not be made in connection with (and neither Piton nor any other Stockholders will be a participant in) any transaction having such purpose or effect. Notwithstanding anything to the contrary in this Agreement, Piton, the other Stockholders and their respective Affiliates and Associates may vote Shares which are not Excess Shares and nothing herein shall be deemed to limit or impact such voting discretion.
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Related to No Influence or Control

  • No Interference or Conflict To the Knowledge of the Company, Indemnitors and the Stockholders, no shareholder, officer, employee or consultant of the Company is obligated under any contract or agreement or is subject to any judgment, decree or order of any court or administrative agency that would interfere with such person's efforts to promote the interests of the Company or that would interfere with the Company's business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business as presently conducted or presently proposed to be conducted nor any activity of such officers, directors, employees or consultants in connection with the carrying on of the Company's business as presently conducted or currently proposed to be conducted, will, to the Company's, Indemnitors' and the Stockholders' Knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees or consultants is now bound.

  • No Influence The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.

  • Absence of Unlawful Influence The Company has not offered, or caused the Underwriters to offer, the Offered Securities to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.

  • No Illegal Harassment Violation of the City’s harassment policy, which is incorporated by reference and available from the Human Resource Division, by the Contractor, its officers, employees, agents, vendors, consultants, subcontractors and anyone from whom it is legally liable, while performing or failing to perform Contractor’s duties under this Contract shall be considered a material breach of contract.

  • No Legal, Tax or Investment Advice Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to such Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.