Certain Potential Disqualifying Actions Sample Clauses

Certain Potential Disqualifying Actions. (i) Notwithstanding anything to the contrary in Section 12.2(a) if, in one or more Potential Disqualifying Actions occurring after the Merger and prior to the second anniversary of the Split-off Effective Time, Xxxxxx proposes to issue a number of shares of Surviving Corporation Common Stock that, in the aggregate, is no greater, on the basis of voting power and fair market value, than ninety percent (90%) of the number of shares of Surviving Corporation Common Stock that could be issued by Xxxxxx without breach of Section 12.2(a) immediately following the Merger as determined pursuant to, and fixed by, Section 12.3(d), then, if Xxxxxx elects to avail itself of the procedures described in this Section 12.2(h) in lieu of the other procedures described in this Section 12.2 and Section 12.3 hereof, GM shall make a favorable determination as to each such Potential Disqualifying Action under Section 12.2(a), unless there has been, after the Merger, a Change in Tax Law or a change in, or failure of, a relevant fact, in each case that adversely affects the computation of the number of shares of capital stock, on the basis of voting power or fair market value that Xxxxxx may issue without such issuance resulting in a breach of Section 12.2(a). Xxxxxx shall give GM written notice of its intention to effect a Potential Disqualifying Action described in this Section 12.2(h), together with a computation in reasonable detail of the basis for the conclusion that the Potential Disqualifying Action is governed by this Section 12.2(h) and shall provide such other information as GM shall reasonably request, and GM shall make such determination within ten (10) Business Days after receipt of such notice and computation. Nothing in this Section 12.2(h) obligates Xxxxxx to elect to avail itself of the procedures described herein in lieu of the other procedures described in this Section 12.2 and Section 12.3 hereof. (ii) After the second anniversary of the Split-off Effective Time, Xxxxxx shall be permitted to issue, in one or more transactions, or enter into any agreement, understanding, arrangement or substantial negotiations to issue, any number of shares of Surviving Corporation Common Stock without being required to obtain any prior determination by GM as described in Section 12.2(a)(ii), but subject always to Xxxxxx' obligations under Section 12.2(a)(i) hereof.
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Related to Certain Potential Disqualifying Actions

  • Disqualifying Offenses If at any time it is determined that a person has been found guilty of a misdemeanor or felony offense as a result of a trial or has entered a plea of guilty or nolo contendere, regardless of whether adjudication was withheld, within the last six (6) years from the date of the court’s determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that person from any position with access to State of Florida data or directly performing services under the Contract. The disqualifying offenses are as follows: (a) Computer related crimes; (b) Information technology crimes; (c) Fraudulent practices; (d) False pretenses; (e) Frauds; (f) Credit card crimes; (g) Forgery; (h) Counterfeiting; (i) Violations involving checks or drafts; (j) Misuse of medical or personnel records; and (k) Felony theft.

  • What if a Prohibited Transaction Occurs If a “prohibited transaction”, as defined in Section 4975 of the Internal Revenue Code, occurs, the Xxxxxxxxx Education Savings Account could be disqualified. Rules similar to those that apply to Traditional IRAs will apply.

  • No Disqualification Events With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

  • Notice of Disqualifying Disposition If the Option is an Incentive Stock Option, I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Grant.

  • Notice of Disqualifying Disposition of ISO Shares If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

  • Disqualifying Disposition If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • Notice of Disqualification Events The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each case of which it is aware.

  • What If I Engage in a Prohibited Transaction If you engage in a “prohibited transaction,” as defined in Section 4975 of the Internal Revenue Code, your account will be disqualified, and the entire balance in your account will be treated as if distributed to you and will be taxable to you as ordinary income. Examples of prohibited transactions are: a. the sale, exchange, or leasing of any property between you and your account; b. the lending of money or other extensions of credit between you and your account; or c. the furnishing of goods, services, or facilities between you and your account. If you are under age 59½, you may also be subject to the 10% penalty tax on early distributions in addition to ordinary income taxes.

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

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