Acquisition of Securities. (a) During the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Common Shares or securities convertible, exchangeable or otherwise exercisable for Common Shares or other securities that are entitled to vote generally in the election of Directors of the Company, in each case now or hereafter outstanding (collectively, "SECURITIES," and all Securities Beneficially Owned by Stockholder being referred to herein as "RESTRICTED SECURITIES"), if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement.
(b) Following the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Securities, if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement.
(c) Notwithstanding the foregoing, if Stockholder inadvertently acquires a non-material amount of Securities in excess of the limitations set forth in this Section 2.1, and disposes of the excess amount of Securities within 10 days after the Stockholder becomes aware of such breach (it being deemed to have notice of the number of Securities reported by the Company as outstanding in any periodic report filed with the SEC), then no breach of this Section 2.1 will be deemed to have occurred. If any action of the Company or any of its Affiliates, including a buy back of capital stock of the Company, increases the Total Voting Power Beneficially Owned by Stockholder above 25.0% of the Total Voting Power outstanding at the time of measurement, Stockholder shall be deemed to own no more than the Percentage Limitation applicable at such time and shall not be required to dispose of any of its Restricted Securities.
Acquisition of Securities. The Company shall not, and shall cause its Affiliates not to, resell or otherwise dispose of any Securities acquired by them, in the open market or otherwise, and shall, and shall cause its Affiliates to, surrender all such Securities acquired to the Trustee for cancellation.
Acquisition of Securities. No proceeds of any Loan or any drawing under any Letter of Credit will be used to acquire any security in any transaction without the approval of the board of directors of the Person issuing such security if (i) the acquisition of such security would cause any Borrower to own, directly or indirectly, 5.0% or more of any outstanding class of securities issued by such Person, or (ii) such security is being acquired in connection with a tender offer.
Acquisition of Securities. Section 1 Acquisition of SHCR Common Stock by Stockholders. Pursuant to the Purchase Option Agreement, each Stockholder has been issued by SHCR the respective number of shares of SHCR Common Stock (as defined in the Purchase Option Agreement), set forth opposite the name of that Stockholder on Schedule A to this Agreement.
Acquisition of Securities. The Manager will not and will procure that no Approved Person (who has entered into a subcontract with the Manager as described in clause 3.4.4) or any Connected Person of the Manager will acquire, purchase or subscribe for any Security unless the Security has first been offered to the Company on no less favourable terms and the board has resolved not to take up or accept the opportunity to invest on the same terms.
Acquisition of Securities. (a) During the Standstill Period, Cargill will not acquire, or agree, offer or seek or propose to acquire, directly or indirectly, alone or in concert with any other Person, by purchase, gift, business combination or otherwise, any shares of Company Common Stock, or direct or indirect rights or options to acquire (through purchase, exchange, conversion or otherwise) any shares of Company Common Stock, from any other holder of Company Common Stock of the Company.
(b) If Cargill acquires, directly or indirectly, shares of Company Common Stock in violation of Section 7(a), Cargill shall, as soon as it becomes aware of such violation, give prompt notice to the Company and such shares of Company Common Stock shall immediately be disposed of by Cargill.
(c) For the avoidance of doubt, the parties hereto acknowledge and agree that, notwithstanding the foregoing, neither (i) any transfer of shares of Company Common Stock or Company Class B Common Stock among Cargill and any of its Affiliates, nor (ii) the conversion of shares of Company Class B Common Stock into shares of Company Common Stock in accordance with the terms of the Company Class B Common Stock, shall constitute a breach of this Agreement; provided, that, in the case of clause (i), Cargill complies with Section 11.
(d) Notwithstanding the restrictions set forth in Section 7(a), if the Company elects to offer and sell shares of Company Common Stock to third parties at any time during the one-year period commencing on the Effective Date, the result of which would cause Cargill and its Affiliates to own less than 50% of the outstanding shares of Company Common Stock following the sale of such shares, then Cargill shall have the right to subscribe for such number of shares of Company Common Stock which would result in Cargill and its Affiliates owning 50.1% of the outstanding shares of Company Common Stock immediately following the sale of shares of Company Common Stock to such third parties; provided, that any purchase by Cargill and its Affiliates of Company Common Stock pursuant to the terms of this Section 7(d) shall be on comparable terms to the sales to third parties described in this Section 7(d).
Acquisition of Securities. The Portfolio Manager shall not arrange for the Issuer to acquire any Security, and the Issuer shall not enter into, or become bound to acquire any Security (i) during the Amortization Period or (ii) if such Security does not constitute an Eligible Security or a Short-Term Investment.
Acquisition of Securities. In connection with the offer of the Securities hereby, the Company has duly authorized the issuance to the Subscriber of the Securities listed on the signature page of this Agreement pursuant to the terms and conditions of this Agreement. The Preferred Stock will have the rights, preferences, privileges, restrictions and voting power set forth in the Company’s Certificate of Designation and Preferences for the Series B Convertible Preferred Stock as set forth in the attached Exhibit A and the Warrants will be issued pursuant to the terms and conditions of the form of Warrant as set forth in the attached Exhibit B. The Securities will be subject to the Registration Rights Agreement set forth in the attached Exhibit C.
Acquisition of Securities. No Fund will acquire securities of any other investment company or company relying on section 3(c)(1) or 3(c)(7) of the 1940 Act in excess of the limits contained in Section 12(d)(1)(A) of the 1940 Act, except to the extent permitted by Section 12(d)(1)(E) of the 1940 Act, an exemptive order that allows a Fund to purchase shares of affiliated money market fund for short-term cash management purposes or rule 12d1-1 under the 0000 Xxx.
Acquisition of Securities. Notwithstanding anything contained in this Agreement to the contrary, Toronto Dominion shall not be entitled to acquire any shares of Capital Stock of the Company hereunder, including, without limitation, under Sections 2.3 and 2.5, if the acquisition of such shares would cause Toronto Dominion to hold shares of Capital Stock in the Company in excess of the amount permitted under the Bank Holding Company Act (as defined below).
