Acquisition of Shares or Assets Sample Clauses

Acquisition of Shares or Assets. (a) The GOB undertakes to the Company that neither it nor BPDB, BPDB, nor any Government Authority will expropriate, compulsorily acquire nationalize, or otherwise compulsorily procure any Ordinary Share Capital or assets (except for the exercise of the GOB’s rights pursuant to Section 14.1 to acquire the rights, title and interests of the Company in the Facility (b) The GOB further undertakes to the Company that during the term of this Agreement neither it nor BPDB, any Government Authority nor any corporation or company directly or indirectly owned or controlled by the GOB and/or any Government Authority will acquire any Ordinary Share Capital if the result would be for the GOB and/or any Government Authority and/or any corporation or company directly or indirectly owned or controlled by the GOB or any Government Authority or both to own or control 26% (twenty-six percent) or more of the issued Ordinary Share Capital. (c) Notwithstanding Sections 10.2(a) and (b), nothing in this Agreement shall be construed as a waiver by the GOB or BPDB of BPDB’s exercise of its power of eminent domain so long as it is exercised under the Laws of Bangladesh and the effect of such exercise does not materially and adversely affect the Company’s ability to perform its obligations under and enjoy the benefits of the Power Purchase Agreement or, without just and adequate compensation, adversely affect its use and enjoyment of the Site.
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Acquisition of Shares or Assets. The GOP undertakes to the Seller that neither it nor the Purchaser nor any Public Sector Entity will directly or indirectly expropriate, compulsorily acquire, nationalize, or otherwise compulsorily procure (except as provided in Section 15.1 (Compensation Upon Termination) any Ordinary Share Capital, Complex or other assets of the Seller relevant to the Project including, without limitation, any termination, revocation, cancellation or resumption of the Site Sub-lease for any reason other than a breach by Seller of the conditions of the Site Sub-lease entitling such termination, revocation, cancellation or resumption. Notwithstanding the foregoing, but without prejudice to the Seller’s rights set out in Section 14.1(b)(iii), nothing in this Agreement shall be construed as a waiver by the GOP’s exercise of its power of eminent domain, so long as it is exercised in accordance with the Laws of Pakistan and the effect of such exercise does not materially and adversely affect the Seller’s ability to perform its obligations under and enjoy the benefits of the Energy Purchase Agreement, the Complex and/or its other assets relevant to the Project or, without just and adequate compensation (which compensation shall be no less than the Compensation Amounts contemplated under Section 15.1(b)), adversely affect its use and enjoyment of the Site.
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Acquisition of Shares or Assets. 11.1.1 The Government will not and shall procure that the Power Purchaser and the Heat Purchaser will not expropriate, compulsorily acquire, nationalize, or otherwise compulsorily procure any Ordinary Share Capital or material assets (except as provided in Clause 14.1 or in connection with the exercise of any rights relating to any of its security interest in such assets) of the Concessionaire. 11.1.2 Notwithstanding clause 11.1.1, nothing in this Agreement shall be construed as a waiver by the Government of the Government's exercise of its power of eminent domain exercised in accordance with the Laws of Mongolia.
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Acquisition of Shares or Assets. The GOP undertakes to the Company that neither it nor the Power Purchaser or any Public Sector Entity will expropriate, compulsorily acquire, nationalize, or otherwise compulsorily procure (except as provided in Section 15.1) any Ordinary Share Capital or material assets of the Company. Notwithstanding the foregoing, nothing in this Agreement shall be construed as a waiver by the GOP or the Power Purchaser of the Power Purchaser’s exercise of its power of eminent domain, so long as it is exercised in accordance with the Laws of Pakistan and the effect of such exercise does not materially and adversely affect the Company’s ability to perform its obligations under and enjoy the benefits of the Power Purchase Agreement or, without just and adequate compensation, adversely affect’s its use and enjoyment of the Site.
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Acquisition of Shares or Assets. (a) The GOB undertakes to the Company that neither it nor BPDB, the Gas Supplier, BPDB (as the lessor under the Land Lease Agreement), nor any Government Authority will expropriate, compulsorily acquire, nationalise, or otherwise compulsorily procure any Ordinary Share Capital or assets (except for the exercise of the GOB’s rights pursuant to Section 14.1 to acquire the rights, title and interests of the Company in the Facility) of the Company. (b) The GOB further undertakes to the Company that during the Term of this Agreement neither it nor BPDB, the Gas Supplier, BPDB (as the lessor under the Land Lease Agreement), any Government Authority nor any corporation or company directly or indirectly owned or controlled by the GOB and/or any Government Authority will acquire any Ordinary Share Capital if the result would be for the GOB and/or any Government Authority and/or any corporation or company directly or indirectly owned or controlled by the GOB or any Government Authority or both to own or control twenty-six percent (26%) or more of the issued Ordinary Share Capital. (c) Notwithstanding Sections 10.2(a) and (b), nothing in this Agreement shall be construed as a waiver by the GOB or BPDB of BPDB’s exercise of its power of eminent domain so long as it is exercised under the Laws of Bangladesh and the effect of such exercise does not materially and adversely affect the Company’s ability to perform its obligations under and enjoy the benefits of the Power Purchase Agreement or, without just and adequate compensation, adversely affect its use and enjoyment of the Site.
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Acquisition of Shares or Assets. The GOL shall not, and shall ensure that each of LEC and each GOL Entity will not, expropriate, compulsorily acquire (except pursuant to Section 3.2 or Article XVIII), nationalize, or otherwise compulsorily procure any Ordinary Share Capital or any other asset of the Company reasonably required for the Project or the performance of its obligations under this Agreement, the Power Purchase Agreement or the other documents comprising the Security Package. 15.1 Definition.
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Acquisition of Shares or Assets. The Government undertakes to each Beneficiary that neither it nor CEB, nor any Competent Authority will expropriate, compulsorily acquire, nationalise, or otherwise compulsorily procure any shares or assets of any Beneficiary.
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Related to Acquisition of Shares or Assets

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Adjustments for Dividends in Stock or Other Securities or Property If while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of any class of securities as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of such class of security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the class of security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during said period, giving effect to all adjustments called for during such period by the provisions of this Section 4.

  • Adjustments; Additional Shares, Securities or Assets In the event that at any time, as a result of an adjustment made pursuant to this Section 5 or otherwise, Holder shall, upon Exercise of this Warrant, become entitled to receive shares and/or other securities or assets (other than Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be deemed to refer to and include such shares and/or other securities or assets; and thereafter the number of such shares and/or other securities or assets shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the provisions of this Section 5.

  • Acquisition of Shares by Third Party Other than an affiliate of EVe Mobility Acquisition Sponsor I LLC, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (c) of this definition;

  • Adjustment Upon Subdivision or Combination of Shares of Common Stock If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

  • Combination of Shares If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.

  • Disposition of Warrants or Shares The Holder of this Warrant, each transferee hereof and any holder and transferee of any Shares, by his or its acceptance thereof, agrees that no public distribution of Warrants or Shares will be made in violation of the provisions of the Securities Act. Furthermore, it shall be a condition to the transfer of this Warrant that any transferee thereof deliver to the Company his or its written agreement to accept and be bound by all of the terms and conditions contained in this Warrant.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

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