Applicability of Charter Provisions Sample Clauses

Applicability of Charter Provisions. Each of the Company and the Purchasers agree and acknowledge that (a) the issuance of the Senior Notes and the Warrants is subject to Article Fourth, Section B.3(d)(iii)(D) of the Charter, (b) holders of more than fifty percent (50%) of the outstanding shares of Series C Convertible Preferred Stock and Series B Convertible Preferred Stock, voting together as a single class on an as-converted basis, have not waived the applicability of Article Fourth, Section B.3(d)(iii)(D) of the Charter with respect to the issuance of the Senior Notes and the Warrants, (c) one or more holders of the shares of Series A-1 Convertible Preferred Stock or more than 400,000 shares of Series B Convertible Preferred Stock or Series C Convertible Preferred Stock outstanding as of the date hereof will acquire at least its Pro Rata Share of the Available Additional Shares (as defined in the Charter) of the Senior Notes and the Warrants to be issued pursuant to this Agreement and (d) the Board of Directors of the Company (the “Board”) (including at least three of the five directors elected by the holders of the Convertible Preferred Stock (as defined in the Charter)) have allocated Senior Notes and Warrants to the holders of at least 75,000 shares of Series A-1 Convertible Preferred Stock, holders of at least 400,000 shares of Series C Convertible Preferred Stock and holders at least 400,000 shares of Series B Convertible Preferred Stock (other than CII and Radius, as such terms are defined in the Charter) as set forth on Schedule 1.03. In connection with the foregoing, in the event that any stockholder set forth on Schedule 1.03 hereto, together with its affiliates (as defined in the Charter and including any funds under common management), fails to purchase all of its Pro Rata Share of the Available Additional Shares of the Senior Notes and the Warrants (each as set forth opposite the name of such Purchaser on Schedule 1.03 hereto), such stockholder shall be subject to Article Fourth, Section B.3(d)(iii)(D) of the Charter.
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Applicability of Charter Provisions. 3.1 Ameritech and the Company agree that, in lieu of the provisions of paragraphs 5.3.3(a) and 5.3.3(b) of the Articles, by which Ameritech, as an Excepted Holder, would otherwise be bound, Ameritech will be bound by the provisions set forth in Section 1.2 and Section 1.6 above as if they were set forth in the Articles. 3.2 Ameritech and the Company agree that, in lieu of the provisions of paragraph 5.4.2 of the Articles, by which Ameritech, as a Beneficial Owner or Constructive Owner of Equity Stock, would otherwise be bound, Ameritech will provide the following information to the Company on an annual basis in accordance with this Section 3.2: a. No later than December 31 of each calendar year, the Company will use commercially reasonable efforts to ascertain the equity ownership of each of its tenants, excluding those tenants from whom the Company (or any entity owned or controlled by the Company, in whole or in part) derives or is expected to continue to derive a sufficiently small amount of revenue such that, in the opinion of the management of the Company, rent from such tenant would not adversely affect the Company's ability to qualify as a REIT (after such exclusion, herein referred to as the "Remaining Tenants"); b. No later than December 31 of each year, the Company will compile a list of the Remaining Tenants whose equity ownership it has been unable to ascertain (the "Tenant List") and will deliver the Tenant List to Ameritech along with the Letter of Direction substantially in the form attached hereto as Exhibit "B"; c. So long as Ameritech owns or Constructively Owns at least 10% of the Equity Stock in the Company, no later than 60 days after the receipt of the Tenant List and Letter of Direction from the Company, Ameritech will complete the Letter of Direction and return it to the Company by U.S. Certified Mail, certifying that to the best of the knowledge of the certifying person, based on the Tenant List either (i) Ameritech does not directly own or Constructively Own (A) any equity interest in any Tenant that is a partnership listed on the Tenant List or (B) 10% or more of the equity interests in any Tenant that is a corporation listed on the Tenant List or (ii) Ameritech does directly own or Constructively Own 10% or more of the equity interests in a Tenant listed on the Tenant List and will provide the name of such Tenant. As an alternative to making the certification required herein, Ameritech will have the option to provide the Company...
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Applicability of Charter Provisions. 5.1 CIO OP and the Company agree that, in addition to the applicable provisions of Section 7.2.4 of the Charter, by which CIO OP would otherwise be bound upon the exchange the its OP Units for Company Common Stock, the parties hereto agree to provide the following information: (a) CIO OP shall provide the information described in Section 7.2.4 of the Charter in accordance with the provisions thereof. (b) No later than December 31 of each calendar year, the Company will compile a list of its tenants (and tenants of any entity owned or controlled by the Company, in whole or part) (the “Tenant List”) and provide such information to CIO OP. No later than 30 days after the receipt of the Tenant List, CIO OP will inform the Company of its direct or indirect equity ownership of any tenant in which it owns a 9.8% or greater equity interest (within the meaning of Section 856(d)(2)(B) of the Code) and whose name appears on the Tenant List.
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Applicability of Charter Provisions. 5.1 Xxxxx and the Company agree that, in lieu of the applicable provisions of Section 9.3 of the Articles, by which Xxxxx, as a Beneficial Owner or Constructive Owner of Equity Stock, would otherwise be bound, the parties hereto agree to provide the following information: (a) [Reserved] (b) [Reserved] (c) [Reserved] (d) Xxxxx shall provide the information described in 9.6 of the Amended Articles in accordance with the provisions thereof.
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Applicability of Charter Provisions. 5.1 CIO REIT and the Company agree that, in addition to the applicable provisions of Section 7.2.4 of the Charter, the parties hereto agree to provide the following information: (a) CIO REIT shall provide the information described in Section 7.2.4 of the Charter in accordance with the provisions thereof. (b) No later than December 31 of each calendar year, the Company will compile a list of its tenants (and tenants of any entity owned or controlled by the Company, in whole or part) (the “Tenant List”) and provide such information to CIO REIT. No later than 30 days after the receipt of the Tenant List, CIO REIT will inform the Company of its direct or indirect equity ownership of any tenant in which it owns a 9.8% or greater equity interest (within the meaning of Section 856(d)(2)(B) of the Code) and whose name appears on the Tenant List.
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Applicability of Charter Provisions. 5.1 SCLP and the Company agree that, in addition to the applicable provisions of Section 7.2.4 of the Charter, by which SCLP would otherwise be bound upon the exchange the its OP Units for Company Common Stock, the parties hereto agree to provide the following information: (a) SCLP shall provide the information described in Section 7.2.4 of the Charter in accordance with the provisions thereof. (b) No later than December 31 of each calendar year, the Company will compile a list of its tenants (and tenants of any entity owned or controlled by the Company, in whole or part) (the “Tenant List”) and provide such information to SCLP. No later than 30 days after the receipt of the Tenant List, SCLP will inform the Company of its direct or indirect equity ownership of any tenant in which it owns a 9.8% or greater equity interest (within the meaning of Section 856(d)(2)(B) of the Code) and whose name appears on the Tenant List.
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Applicability of Charter Provisions. 5.1 Xxxxx and the Company agree that, in lieu of the applicable provisions of Section 9.3 of the Articles, by which Xxxxx, as a Beneficial Owner or Constructive Owner of Equity Stock, would otherwise be bound, the parties hereto agree to provide the following information (but with respect to Sections 5.1(a), (b) and (c), only for so long as Xxxxx actually or Constructively Owns at least 10 percent of the Equity Stock of the Company): (a) No later than December 31 of each calendar year, the Company will compile a list of its tenants (and tenants of any entity owned or controlled by the Company, in whole or in part) (the “Tenant List”) and will deliver the Tenant List to Xxxxx, excluding those tenants from whom the Company (or any entity owned or controlled by the Company, in whole or in part) derived or is expected to continue to derive a sufficiently small amount of revenue such that, in the opinion of the management of the Company, rent from such tenant would not adversely affect the Company’s ability to qualify as a REIT, after such exclusion; (b) No later than 30 days after receipt of the Tenant List, Xxxxx will inform the Company of the actual or Constructive Ownership of Xxxxx of any Person on the Tenant List; (c) Xxxxx shall provide the information described in 9.6 of the Amended Articles in accordance with the provisions thereof.
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Related to Applicability of Charter Provisions

  • Applicability of ¶ 2501 Local Church acknowledges and agrees that pursuant to ¶ 2501 of the Discipline, the Local Church holds all its property, real and personal, tangible and intangible, in trust for the benefit of The United Methodist Church, including the Real Property and Personal Property, and the Local Church will not take any actions that are inconsistent therewith or opposing or negating the same.

  • Applicability of Agreement The Developer agrees that the Lands shall be developed and used only in accordance with and subject to the terms and conditions of this Agreement.

  • Applicability of ISP98 and UCP Unless otherwise expressly agreed by the applicable LC Issuer and the applicable LC Obligor, when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance (including the International Chamber of Commerce’s decision published by the Commission on Banking Technique and Practice on April 6, 1998 regarding the European single currency (euro)) shall apply to each Commercial Letter of Credit.

  • Applicability of ISP Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit.

  • Applicability of ISP and UCP Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

  • Applicability of Rule 419 Upon delivery and payment for the Units on the Closing Date and each Additional Closing Date, the Company will not be subject to Rule 419 under the Securities Act and none of the Company’s outstanding securities will be deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the Exchange Act.

  • Applicability of ISP98 Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.

  • Applicability of Terms A check or similar mark in a box means that such provision is applicable. The abbreviation 48 “N/A” or the word “Deleted” means not applicable. The abbreviation “MEC” (mutual execution of this contract) means the date upon 49 which both parties have signed this Buyer Listing Contract.

  • Applicability of ISP; Limitation of Liability Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

  • Applicability of Restrictions Neither any restrictions of any legend described in this Warrant nor the requirements of Section 7(b) above shall apply to any transfer of, or grant of a security interest in, this Warrant (or the Series Preferred or Common Stock obtainable upon exercise thereof) or any part hereof (i) to a partner of the holder if the holder is a partnership or to a member of the holder if the holder is a limited liability company, (ii) to a partnership of which the holder is a partner or to a limited liability company of which the holder is a member, or (iii) to any affiliate of the holder if the holder is a corporation; provided, however, in any such transfer, if applicable, the transferee shall on the Company’s request agree in writing to be bound by the terms of this Warrant as if an original holder hereof.

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