Certain Restrictions and Requirements Sample Clauses

Certain Restrictions and Requirements. (a) No Member may use or possess Company Property other than for a Company purpose, except as provided under license or other contractual arrangements. No Member shall have authority to bind, or otherwise to act on behalf of, the Company except pursuant to authority expressly granted herein or pursuant to authority granted by the Manager in accordance with the terms hereof. (b) From and after the Closing Date, no Person may or shall be admitted as a member of the Company except pursuant to and in accordance with Article VIII hereof. (c) Each Member, other than the Initial Member, shall at all times meet the qualifications of a Qualified Transferee.
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Certain Restrictions and Requirements. (a) The Member may not use or possess Company Property other than for a Company purpose, except as provided under license or other contractual arrangements. The Member shall not have any authority to bind, or otherwise to act on behalf of, the Company except pursuant to authority expressly granted herein or pursuant to authority granted by the Manager in accordance with the terms hereof. (b) The Company shall not purchase or redeem the Member’s Company Interest, directly or indirectly. (c) No Person may or shall be admitted as a Member in the Company except pursuant to and in accordance with Article VIII hereof. (d) The Member will at all times meet the qualifications of a Qualified Transferee. (e) The Member shall cause the Company to become a member of MERS on or before March 19, 2009 and, for so long as any Loan is registered on the MERS system, maintain itself as a MERS member in good standing (including paying all dues and other fees required to maintain its membership and complying with MERS policies and procedures).
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Certain Restrictions and Requirements. (a) Member may not use or possess Company Property other than for a Company purpose, except as provided under license or other contractual arrangements. Member shall not have any authority to bind, or otherwise to act on behalf of, the Company except pursuant to authority expressly granted herein or pursuant to authority granted by the Manager in accordance with the terms hereof. (b) The Company shall not purchase or redeem Member’s Company Interest, directly or indirectly. (c) No Person may or shall be admitted as a Member in the Company except pursuant to and in accordance with Article VIII hereof. (d) Member will at all times meet the qualifications of a Qualified Transferee.
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Certain Restrictions and Requirements. (a) Except as expressly provided herein, Employee will not, and shall have no authority to (and will not permit the Region Employees to): (i) Enter into, act on behalf of, or bind Company with respect to any contract, commitment or agreement, unless Employee has first been expressly authorized in writing by an officer of Company. (ii) Control the underwriting process. (iii) Close or arrange for the closing of any loan in the name of any person or entity other than Company, unless authorized in advance by Company. (iv) Use any name, trade name, trade xxxx, service xxxx or logo of Company or an affiliate of Company for advertising, marketing or other business purposes without the prior written approval of an officer of Company. (v) Incur any expenses or obligations on behalf of Company unless permitted in the Company Policies or unless Company provides its prior written approval. Employee shall promptly submit invoices and other supporting documentation for reimbursement of permitted expenses in accordance with the Company Policies. (vi) Undertake or implement any business development plans or activities, without the prior approval of Company. (vii) Use any forms or documents in connection with any application or origination of any loan, other than those forms and documents provided to the Branch by Company or otherwise approved by Company. If Employee or a Region Employee desires to use any form or document not provided by Company, Employee must first submit the item to Company for approval. (viii) Use any Company e-mail addresses or technology, other than for the performance of Employee’s and Guild Senior Vice President the Region Employees’ respective duties on behalf of Company. Notwithstanding the foregoing, Employee is permitted to make limited use of Company e-mail addresses and technology for purposes other than the performance of Employee’s duties on behalf of Company, provided such use is reasonable and in compliance with applicable federal, state and local law. (b) All underwriting for the Region’s branch offices shall be performed in accordance with the procedures and standards imposed by Company or provided in the Company Policies. All underwriters must be qualified and experienced underwriters, as determined by Company, and shall be under the supervision of and report to Company’s Corporate Underwriting Supervisor. Delegation of underwriting authority will be based on performance and at the sole discretion of Company. (c) Employee shall not cau...
Sample 1
Certain Restrictions and Requirements. Except as expressly provided herein, Employee will not, and shall have no authority to: (i) Enter into, act on behalf of, or bind Company with respect to any contract, commitment or agreement, unless Employee has first been expressly authorized in writing by an executive officer of Company. (ii) Close or arrange for the closing of any loan in the name of any person or entity other than Company. (iii) Use any name, trade name, trade xxxx, service xxxx or logo of Company or an affiliate of Company for advertising, marketing or other business purposes without the prior written approval of an officer of Company. (iv) Incur any expenses or obligations on behalf of Company unless permitted in the Company Policies or unless Company provides its prior written approval. Employee shall promptly submit invoices and other supporting documentation for reimbursement of permitted expenses in accordance with the Company Policies. (v) Use any forms or documents in connection with any marketing, application or origination of any loan, other than those forms and documents provided to the Employee by Company or otherwise approved by Company. If Employee desires to use any form or document not provided by Company, Employee must first submit the item to Company for approval. (vi) Use any Company e-mail addresses or technology, other than for the performance of Employee’s respective duties on behalf of Company or use any non-Company email addresses or technology to conduct Company business without prior written permission of an officer of the Company. (vii) Charge any consumer any fees in excess of, or before the applicable time frames that are permitted and or required under Applicable Requirements. (viii) Fail to ensure compliance with all applicable (i) federal licensing, registration and training requirements, including without limitation those pursuant to the SAFE Act, (ii) state licensing, registration and training requirements of each state where Employee engages in loan origination activities, and (iii) the registration and compliance requirements of the Nationwide Mortgage Licensing System & Registry. (ix) Fail to comply with the Regulation Z provisions on loan originator compensation, steering and qualification (codified as 12 C.F.R. §1026.36), as it may be amended from time to time. (x) Fail to immediately report to Company any lawsuits, complaints, investigations or other similar actions which involve Employee’s duties on behalf of Company or which could potentially ...
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Related to Certain Restrictions and Requirements

  • Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock; (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

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

  • Certain Restrictions on Subsidiaries The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property to the Borrower by any Subsidiary; provided that the foregoing shall not apply to (i) indentures, agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby (provided that such restrictions would not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder or under the Security Documents or restrict any Subsidiary in any manner from performing its obligations under the Loan Documents) and (ii) indentures, agreements, instruments or other arrangements pertaining to any lease, sale or other disposition of any asset permitted by this Agreement or any Lien permitted by this Agreement on such asset so long as the applicable restrictions only apply to the assets subject to such lease, sale, other disposition or Lien.

  • 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.

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.

  • Restriction on Transferability Prior to vesting and delivery of the Shares, neither the mPRSUs, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • 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.

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • Restrictions on Testing If the Engineer will perform commercial laboratory testing under this contract, on any project the Engineer may not perform more than one of the following types of testing: 1. verification testing; 2. quality control testing; or 3. independent assurance testing

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