Non-Acquisition Sample Clauses

A Non-Acquisition clause prevents one party from acquiring ownership or control over certain assets, intellectual property, or business interests of the other party during the term of the agreement. Typically, this clause applies to situations where sensitive information, proprietary technology, or key business relationships are involved, and it restricts actions such as purchasing shares, merging, or otherwise gaining a controlling interest. Its core function is to protect the parties from unwanted takeovers or loss of control, thereby preserving the independence and competitive position of each party.
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Non-Acquisition. During the Term, the Executive may not directly or indirectly engage in any activity, on his own behalf, or on behalf of any other entity (as an employee, consultant, independent contractor, broker, agent, or otherwise), the purpose of which is the acquisition of the Company, a material portion of its assets, or its common stock, except in connection with the exercise of options to purchase common stock that the Company grants or has granted to the Executive, unless the Company in its sole discretion waives this restriction in writing or offers in writing to sell any of the foregoing to the Executive.
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Non-Acquisition. In the even Company is not acquired by another --------------- entity within twelve months of June 1, 2000, Developer shall have thirty days to choose whether to have this Agreement continue or to have re-conveyed to Developer United States patent no. 6.
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Non-Acquisition. For two years following the Closing Date, the Yale Group agrees to: (a) transfer to Sonora (at Sonora’s cost) any and all property interest or interest in or over mineral rights, including the Staked Property, that are staked, leased, acquired, contracted for or executed against by the Yale Group within two (2) kilometres in all directions from the existing exterior boundaries of the Property (the “Area of Interest”); and (b) not acquire or contract for or execute against any water or surface rights or interest, within three (3) kilometres in all directions from the existing exterior boundaries of the Property, except in the context of a transaction with Sonora or Plata; provided; however, that the provisions of this section 9 shall not prevent any of Yale or Alta Vista from acquiring any real property interest, interest in or over mineral rights, or interest in water rights that otherwise would be precluded by this section 9 if such acquisition results from one or more of Yale or Alta Vista acquiring the securities or substantially all of the assets of an entity or person which acquired the interest in real property, mineral rights, or water rights prior to the acquisition of such securities or assets by one or more of Yale or Alta Vista.
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Non-Acquisition. Each of the Dart Release Parties covenants to each of the HHH Release Parties that such Dart Release Party will not knowingly acquire, purchase or otherwise obtain any claim arising out of or by reason of any matter, cause or thing whatsoever against any of the HHH Release Parties. Likewise, each of the HHH Release Parties covenants to the Dart release Parties that such HHH Release Party will not knowingly acquire, purchase or otherwise obtain any claim arising out of or by reason of any matter, cause or thing whatsoever against any of the Dart Release Parties. Claims arising under the Settlement Documents shall be excluded form the covenants set forth in this Section 4.
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Non-Acquisition. In the event of non-acquisition by the Potential Buyer, the confidentiality and other obligations described in this Agreement continue in full force and effect for a period of five years from the Effective Date.
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Related to Non-Acquisition

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.

  • Investments; Acquisitions Holdings and Company shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of, any Person, or any division or line of business of any Person except: (i) Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) the Loan Parties may make and own Investments in Company and the Guarantors may make and own Investments in Company and other Guarantors and Subsidiaries that are not Guarantors may make and own Investments in Company and Subsidiaries that are not Guarantors; (iii) Company and its Subsidiaries may make intercompany loans and advances to the extent permitted under subsections 7.1(iii) and 7.1(vi); (iv) Holdings and its Subsidiaries may consummate the Merger and make related Investments in accordance with the terms and conditions of the Merger Agreement; (v) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by the First Lien Credit Agreement; (vi) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto, including any modification, replacement, renewal or extension thereof which does not increase the amount thereof; (vii) Company and its Subsidiaries may make Permitted Acquisitions; provided that (a) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time such acquisition occurs or after giving effect thereto, (b) Company shall be in Pro Forma Compliance (as defined in the First Lien Credit Agreement as in effect on the Closing Date without giving effect to any waiver by lenders under the First Lien Credit Agreement of covenants in the First Lien Credit Agreement on which Pro Forma Compliance is based) after giving effect thereto, (c) Company and Holdings shall, and shall cause their Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with respect to each such acquisition that results in a Person becoming a Subsidiary and (d) the aggregate fair market value of all direct and indirect Investments in Persons that do not become Guarantors resulting from all such acquisitions shall not exceed in the aggregate $12,500,000; (viii) Company and the Subsidiary Guarantors may make and own equity Investments in their respective wholly owned Foreign Subsidiaries; provided that the amount of all such Investments constituting equity Investments made from and after the Closing Date minus the amount of all cash dividends, distributions and other payments actually received by Company or any of the Subsidiary Guarantors in respect of such equity investments after the Closing Date (the “Net Foreign Equity Investment Amount”) shall not at any time exceed the excess of (x) $12,500,000, minus (y) the aggregate principal amount of Indebtedness outstanding under subsection 7.1(vi); (ix) Holdings and Company may acquire and hold obligations of one or more officers or other employees of Holdings or its Subsidiaries in connection with such officers’ or employees’ acquisition of shares of its Capital Stock, so long as no cash is actually advanced by Holdings or any of its Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (x) Company and its Subsidiaries may receive and hold promissory notes and other noncash consideration received in connection with any Asset Sale permitted by subsection 7.6; (xi) Company and the Subsidiary Guarantors may make and own other Investments in an aggregate amount not to exceed at any time (x) $18,000,000 plus (y) the Specified Equity Amount; (xii) Company and its Subsidiaries may make and own Investments in connection with the workout, bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (xiii) Company and its Subsidiaries may make and own Investments consisting of lease, utility and other deposits or advances in the ordinary course of business; (xiv) [Reserved]; (xv) Company and its Subsidiaries may make and own Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; (xvi) Holdings and its Subsidiaries may enter into Hedge Agreements as permitted under subsection 7.1(xi); (xvii) Company and its Subsidiaries may make and own Investments in the ordinary course of business consisting of indorsements for collection or deposit; (xviii) Holdings and its Subsidiaries may make and own Investments consisting of loans and advances of payroll payments to employees in the ordinary course of business; and (xix) Company and its Subsidiaries may acquire and hold any Investment existing at the time a Person becomes a Subsidiary of Company or any Subsidiary pursuant to subsection 7.6(viii).

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

  • Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.