Additional Restrictions and Requirements Sample Clauses

Additional Restrictions and Requirements. The following additional procedures are designed to help prevent inadvertent violations and avoid even the appearance of improper transactions in the Company's securities. Employees who wish to trade in the Company's securities should trade only during the period beginning one (1) trading day after the release of quarterly earnings and extending until the fifteenth (15th) day of the third month of the quarter. Of course, even during this trading window period, an employee may not trade if he or she is aware of any material nonpublic information. If an employee believes there are compelling reasons why he or she needs to trade in the Company's securities during periods other than the recommended "windows," the employee needs to consult the Company’s General Counsel.
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Additional Restrictions and Requirements. Notwithstanding anything to the contrary herein: (a) Redemption shall be permitted (and, if attempted, shall be null and void ab initio) unless the Redemption will not cause the Partnership to be treated as a “publicly traded partnership” under Section 7704 of the Code (or any successor or similar provision) or otherwise cause the Partnership to cease to be classified as a partnership for tax purposes, in each case, as determined by the General Partner in its sole and absolute discretion after consultation with outside legal counsel and tax advisors. (b) Pubco shall bear all of its own expenses in connection with the consummation of any Redemption, whether or not any such Redemption is ultimately consummated, including any transfer taxes, stamp taxes or duties or other similar taxes in connection with, or arising by reason of, any Redemption (but not, in any case, any income taxes or other similar taxes); provided that if any portion of a Share Settlement is to be delivered in a name other than that of the Redeeming Partner that requested the Redemption, then such Redeeming Partner and/or the Person in whose name such shares are to be delivered shall pay to Pubco the amount of any transfer taxes, stamp taxes or duties or other similar taxes in connection with, or arising by reason of, such Redemption or shall establish to the reasonable satisfaction of Pubco that such tax has been paid or is not payable. Except as otherwise may separately be agreed by the Partnership, the Redeeming Partner shall bear all of its own expenses in connection with the consummation of any Redemption (including, for the avoidance of doubt, expenses incurred by such Redeeming Partner in connection with any Redemption that are invoiced to the Partnership).
Sample 1
Additional Restrictions and Requirements. A Customer is required to designate if a client is a “Transportation Client,” “PERS Client,” or “Facility Client.” If a Customer fails to designate a client as a TFP Client, the default setting is “Home Care Client." A TFP Client may have no more than four (4) hours of finalized care logs in a billing month. If the limit is exceeded, then the TFP Client will be automatically converted to a Home Care Client and shall be billed and invoiced as a Home Care Client for the balance of the Term. No client created entered in ClearCare prior to February 29, 2016 can be designated or converted to a TFP Client. Customer may redesignate a TFP Client as a Home Care Client at any time and that client shall be billed as a Home Care Client in that billing month and thereafter without any TFP limitations or restrictions. For any Facility Client, the Customer will be required to identify the facility location. TFP Clients will have access to limited ClearCare Platform functionality and may not use telephony services. ClearCare reserves the right to modify or further limit product functionality to be consistent with the aforementioned definitions, and to audit Customer’s records to verify that clients have been properly designated and billed and that Customer has complied with any usage restrictions for any TFP Clients.
Sample 1
Additional Restrictions and Requirements. Remote Services, Tier Designation, In-Person Services: a. Vendor shall only provide remote Services as set forth in the Scope of Services; in compliance with the CPS Acceptable Use Policy, Vendor Policy found at xxxxx://xxx.xxx/AcceptableUsePolicy/Pages/vendorPolicy.aspx, as may be amended (“Vendor AUP”); and in compliance with Vendor’s tier designation assigned by the CPS Department of Procurement. Vendor represents and warrants that: b. Vendor has submitted the CPS Vendor Tier Attestation Form executed by an authorized signatory of Vendor. c. Vendor will comply with all Vendor AUP requirements and restrictions. d. Vendor has been notified by email that it has received a tier designation from the CPS Procurement Department and that Vendor and each of its employees, agents, volunteers or subcontractors who provide Services shall not have any contact or engagement outside of Vendor’s assigned tier designation. e. Vendor’s account manager and all staff, subcontractors and volunteers have completed the “Vendor Tier Training for Remote Learning Period” (“Training”) which outlines the types of permitted contact that vendors may have with CPS staff, CPS families, and CPS students based on Vendor’s tier status assigned by the CPS Procurement Department. f. Vendor shall only provide in-person Services at any time during the Term or any Renewal Term, including during full or partial/hybrid closure of CPS schools due to COVID-19: i. As set forth in the Scope of Services. ii. In compliance with all policies, guidelines, requirements and protocol regarding health, safety and COVID-19 of the Chicago Department of Public Health (“CDPH”). iii. In compliance with all CPS policies, guidelines, requirements and protocol regarding health, safety and COVID-19, as may be amended, including but not limited to all standards and expectations for on-site programming at schools during remote learning.
Sample 1
Additional Restrictions and Requirements. Short Term Independent Study Contracts (STISCs) will not be issued during any type of State Testing. Please check with GW’s main office for dates as this timeframe will vary from year to year.  There can only be two (2) contracts issued per school year. o If a student fails to complete any part of the school work given or hands in unsatisfactory work for any assignments on the initial STISC, no further STISCs will be granted for the remainder of the current school year.  All work(XXXX Xxxxxx) is due on the day the student returns to school to the main office before the start of 1st period. Failure to comply with the above will result in immediate breach of contract and all work will become void for the purpose of the STISC. If this were to happen, you may seek individual arrangements with teachers in an attempt to maintain your grade. Teachers’ policies on making-up work during an unexcused absence vary. Parent/Guardian INTIALS:  If the student does not meet the above eligibility requirements for STISC and you choose to still have your child be absent for that period of time, the absences will be considered to be vacation absences which are “unexcused”, and count towards truancy.  If there are delays to your student’s returning transportation or if you decide to add days to your trip during the STISC timeframe; those days will be unexcused vacation days and count towards truancy. You cannot add additional days to the original agreed upon timeframe while on Short Term Independent Study. Additional days must be added 5 school days prior to “Start Date” on reverse side.
Sample 1
Additional Restrictions and Requirements. A. Vendor shall only provide in-person Services at any time during the Term or any Renewal Term, including during full or partial/hybrid closure of CPS schools due to COVID-19: 1. As set forth the Scope of Services. 2. In compliance with all policies, guidelines, requirements and protocol regarding health, safety, and COVID-19 of the Chicago Public Health Department (“CDPH”).
Sample 1
Additional Restrictions and Requirements. Vendor shall only provide in-person Services at any time during the Term, including during full or partial/hybrid closure of CPS schools due to COVID-19: (1) as set forth on Exhibit A and as expressly approved by the CPS Project Manager; (2) in compliance with all policies, guidelines, requirements and protocol regarding health, safety and COVID-19 of the Chicago Public Health Department (“CDPH”); (3) in compliance with all CPS policies, guidelines, requirements and protocol regarding health, safety and COVID-19, as may be amended, including but not limited to all standards and expectations for on-site programming at schools during remote learning.
Sample 1
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Additional Restrictions and Requirements 
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Related to Additional Restrictions and Requirements

  • Additional Restrictions In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

  • Limitations and Restrictions Deduction of Rollovers and Transfers – A deduction is not allowed for rollover or transfer contributions.

  • ERISA Restrictions (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, the Master Servicer and the Securities Administrator with an Opinion of Counsel satisfactory to the Trustee, the Master Servicer and the Securities Administrator, which opinion will not be at the expense of the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the Master Servicer or the Securities Administrator to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and

  • Prohibitions and Restrictions The provisions of this Agreement shall not in any way limit the right of either Contracting Party to apply prohibitions or restrictions of any kind or take any other action which is directed to the protection of its essential security interests, or to the protection of public health or the prevention of diseases and pests in animals or plants.

  • Compliance with Restrictions Each Grantor agrees that in any sale of any of the Collateral whenever an Event of Default shall have occurred and be continuing, the Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority or official, and each Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable nor accountable to such Grantor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

  • Definitional Restrictions Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, or a different form of payment of such Non-Exempt Deferred Compensation would be effected, by reason of a Change in Control or the Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to the Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control or termination of employment, as the case may be, meet any description or definition of “change in control event” or “separation from service,” as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Non-Exempt Deferred Compensation upon a Change in Control or termination of employment, however defined. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “change in control event” or “separation from service,” as the case may be, or such later date as may be required by subsection (c) below. If this provision prevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance.

  • Age Restrictions Drivers must be 21 years of age or over.

  • General Restrictions The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant (or any Shares issuable upon the exercise of this Purchase Warrant) for a period of one hundred eighty (180) days following the effective date of the Registration Statement (the “Effective Date”) to anyone other than: (i) the Underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2). On and after that date that is one hundred eighty (180) days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly executed and completed, together with this Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Ordinary Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

  • Covenants and Restrictions on Conduct of Business (a) The Trust agrees to abide by the following restrictions: (i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness; (ii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any business activity in which it is not currently engaged; and (iv) other than as contemplated by the Basic Documents and related documentation, the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset. (b) The Trust shall: (i) maintain books and records separate from any other person or entity; (ii) maintain its office and bank accounts separate from any other person or entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name and use stationery or other business forms under its own name and not that of the Certificateholder or any Affiliate; (v) other than as contemplated by the Basic Documents and related documentation, pay its own liabilities and expenses only out of its own funds; (vi) observe all formalities required under the Statutory Trust Statute; (vii) not guarantee or become obligated for the debts of any other person or entity; (viii) not hold out its credit as being available to satisfy the obligation of any other person or entity; (ix) not acquire the obligations or securities of the Certificateholder or its Affiliates; (x) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xi) other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (xii) hold itself out as a separate entity from the Certificateholder and not conduct any business in the name of the Certificateholder; (xiii) correct any known misunderstanding regarding its separate identity; (xiv) not identify itself as a division (other than for tax reporting purposes) of any other person or entity; and (xv) except as required or specifically provided in the Trust Agreement, the Trust will conduct business with the Certificateholder or any Affiliate thereof on an arm’s length basis. (c) So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.6 unless the Rating Agency Condition has been satisfied.

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