Specific Prohibitions Sample Clauses

Specific Prohibitions. No person covered by this Code, shall purchase or sell a security, except an Excepted Security, if there has been a determination to purchase or sell such security for the Fund or if such a purchase or sale is under consideration for the Fund, nor may such a person have any dealings in a security that he may not purchase or sell for any other account in which he has Beneficial Ownership, or disclose the information to anyone, until such purchase, sale or contemplated action has either been completed or abandoned.

Specific Prohibitions. The following specific prohibitions shall apply to the Settlement Agreement as follows:

Specific Prohibitions. Without limiting the generality or effect of Section 6.02(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article IX, without the prior written consent of Buyer, and except to the extent described on Schedule 6.02(a), to the extent that any of the following actions relates to the operation of the Companies or the conduct of the Business, Seller shall not and Seller shall not cause or permit any of the Companies to, take any of such actions: (i) amend its Organizational Documents, effect any split, combination, reclassification or similar action with respect to its capital stock or other Equity Interests or adopt or carry out any plan of complete or partial liquidation or dissolution; (ii) issue, sell, grant or otherwise dispose of any of its Equity Interests or other securities, or amend any term of any of its outstanding Equity Interests or other securities; (iii) become liable in respect of any guarantee or incur, assume or otherwise become liable in respect of any Debt; (iv) (A) merge or consolidate with any Person; (B) acquire any material Assets, except for acquisitions of inventory, equipment and raw materials in the Ordinary Course of Business; or (C) make any loan, advance or capital contribution to, acquire any Equity Interests in, or otherwise make any investment in, any Person (other than loans and advances to employees in the Ordinary Course of Business); (v) permit any of its material Assets to become subject to a Lien (other than a Permitted Lien) or sell, lease, license or otherwise dispose of any of its material Assets, other than sales of inventory in the Ordinary Course of Business; (vi) repay, prepay or otherwise discharge or satisfy any Debt or other material Liabilities, other than in the Ordinary Course of Business, or waive, cancel or assign any claims or rights of substantial value other than in the Ordinary Course of Business; (vii) make any capital expenditures that are in the aggregate in excess of $200,000 (other than capital expenditures contemplated by the capital expenditure budget attached as Schedule 6.02(b)(vii)); (viii) increase any benefits under any Employee Plan or increase the compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director or consultant of any Company (other than (A) any increase adopted in the Ordinary Course of Business in respect of the compensation of any employee whose annual base compensat...

Specific Prohibitions. Except for those actions or omissions (i) as set forth in Schedule 4.1, (ii) required or expressly permitted by the terms of this Agreement, including without limitation the Hotel Purchase Transaction, or (iii) consented to by the other Party (which consent shall not be unreasonably withheld, conditioned, or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company and Parent shall not do (and shall cause their respective Subsidiaries to not do) any of the following: (i) Amend its Charter Documents; (ii) Purchase, redeem or otherwise acquire, directly or indirectly, any capital stock or other equity interest of the Company or Parent; (iii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or other equity interest, or split, combine or reclassify any equity interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or other equity interest; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any capital stock or other equity interest or any securities convertible into or exchangeable for any capital stock or other equity interest, or subscriptions, rights, warrants or options to acquire any capital stock or other equity interest, or any securities convertible into or exchangeable for any capital stock or other equity interest, or enter into other agreements or commitments of any character obligating it to issue any such capital stock or other equity interests or convertible or exchangeable securities; (v) Acquire or agree to acquire by merger or consolidation of any Subsidiary with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire outside the ordinary course of business any assets which are material, individually or in the aggregate, to the business of the Company, taken as a whole, as applicable, or enter into any joint ventures, strategic partnerships or alliances, or other arrangements that provide for exclusivity of territory or otherwise restrict such Party’s ability to compete o...

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7, without the prior written consent of Buyer (which, in the case of clause (vi) below, Buyer may grant or withhold in its sole discretion), and except to the extent specifically described on Schedule 5.4(a), neither Parent nor any Company shall, and Parent and the Companies shall cause their respective Affiliates not to: (i) amend or modify any provision of the Governing Documents of any Company; (ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business; (iii) cause or permit any Company to make any acquisition of all or any material part of the assets, properties, capital stock or other Equity Interests or business of any other Person; (iv) adopt a plan of liquidation, dissolution, merger, consolidation or other reorganization; (v) other than Approved Capital Expenditures, cause or permit any Company to make any single capital expenditure or series of related capital expenditures in excess of $100,000 individually or in the aggregate; (vi) without limiting clause (v) above, other than Approved New Theatre Development Expenses, cause or permit any Company to pay or incur any New Theatre Development Expense; (vii) cause or permit any Company to incur any Indebtedness or guaranty the Indebtedness of any other Person, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date in the ordinary course of business consistent with past practice; (viii) hire any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000; (ix) implement any increase to the Compensation of any Business Employee, other than increases in Compensation implemented in the ordinary course of business, consistent with past practice; (x) implement any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining ag...

Specific Prohibitions. Tenant may NOT permit any part of the Property to be used for: (a) any activity which is a nuisance, unsanitary, hazardous, toxic, offensive, unreasonably noisy, violent, lewd, immoral, dangerous, or related to illegal drugs; (b) repair of any vehicle or the storage of any vehicle with an expired inspection sticker; (c) any business except for computer-based activity that does not involve employees, associates, physical visits by customers, or staff parking; (d) any activity which violates any zoning ordinance, homeowner’s association rule, or restrictive covenant; (e) any illegal, unlawful, disreputable, or suspicious activity, including any activity (particularly nighttime activity) that is suggestive of the drug trade; or (f) any activity that obstructs, interferes with, or infringes on the rights of neighbors and other persons near the Property, including but not limited to noisy, offensive, or disruptive late- night activities or persistent barking dogs. (g) Unless otherwise authorized by this Lease, Tenant may not install or permit any of the following on the Property, even temporarily: a spa, hot tub, above-ground pool, trampoline, or any item which causes a suspension or cancellation of Landlord’s insurance coverage or an increase in Landlord’s insurance premiums.

Specific Prohibitions. 18.2.1 The Manager acknowledges that it would be a breach of its duties under the Agreement for the Manager or an Affiliate of the Manager to use Confidential Information obtained in the course of this engagement to enter into a trade or other transaction other than for the Company. Neither the Manager nor any of its Affiliates or their respective directors, officers, or employees shall use any Confidential Information except as expressly permitted in the Agreement. This restriction prohibits, without limitation, use of any Confidential Information for the benefit of the Manager or any of its Affiliates or their respective directors, officers, or employees (beyond the consideration to be paid to the Manager by the Company pursuant to the Agreement), for the benefit of any other Manager client, or to inform any financial transaction, render any advice or recommendation, or attempt to influence any market or transaction for the benefit of any individual or entity other than the Company. 18.2.2 The Manager shall not knowingly engage in any transaction that would require the Company’s consent pursuant to Section 206(3) of the Advisers Act and the rules and regulations promulgated thereunder unless such transaction is approved by the Company. 18.2.3 The Manager shall not knowingly purchase any asset for the Company from any account or portfolio for which the Manager or any of its Affiliates serves as investment adviser or knowingly sell any asset of the Company to any account portfolio for which the Manager or any such Affiliate serves as investment adviser unless such transaction is approved by the FRBNY. 18.2.4 The Manager acknowledges that it would be a breach of its duties to the Company for the Manager or an Affiliate of the Manager to engage in any transaction that would be inconsistent with the special conditions set forth in Exhibit A-2 related to exchange traded funds, and the Manager and its Affiliates shall comply with the special conditions as long as the Manager provides services with respect to the Facility. 18.2.5 The Manager shall not participate as an Eligible Issuer in, and it will cause its Affiliates not to participate as an Eligible Issuer in, the Facility even if the Manager or an Affiliate, as the case may be, would otherwise be eligible to participate based on the eligibility criteria for the Facility. Further, to the extent the Manager or an Affiliate is acting in an asset management capacity or in a program management capacity with res...

Specific Prohibitions. A. Administrators and Supervisors 1) It is sexual harassment for an administrator or supervisor to use his or her authority to solicit sexual favors or attention from subordinates when the subordinate’s failure to submit will result in adverse treatment, or when the subordinate’s acquiescence will result in preferential treatment. 2) Administrators and supervisors who either engage in sexual harassment or tolerate such conduct by other employees shall be subject to sanctions, as described below.

Specific Prohibitions. For purposes of this Section 5.01, it shall not be considered in the ordinary course of business for NSB to do any of the following: (i) make any capital expenditure of $10,000 or more not disclosed in Section 5.01(b) of the NSB Disclosure Schedule without the prior written consent of First Star; (ii) make any sale, assignment, transfer, pledge, hypothecation or other disposition of any assets having a book or market value, whichever is greater, in the aggregate in excess of $25,000, other than pledges of assets to secure government deposits, sales of assets received in satisfaction of debts previously contracted in the normal course of business, issuance of loans, or transactions in the investment securities portfolio of NSB or repurchase agreements made, in each case, in the ordinary course of business or (iii) undertake or enter into any lease, contract or other commitment for its account involving a payment by NSB of more than $10,000 annually, or containing a material financial commitment and extending beyond six months from the date hereof, other than in the normal course of providing credit to customers as part of its banking business, and agreements for professional services incurred in connection with the transactions contemplated by this Agreement.