Disqualifying Events. In the event that the Purchaser becomes subject to an event specified in Rule 506(d)(1) of the Securities Act (“Disqualifying Event”) at any date after the date of this Purchase Agreement, the Purchaser agrees and covenants to use its best efforts to coordinate with the Company (i) to provide documentation as reasonably requested by the Company related to any Disqualifying Event and (ii) to implement a remedy to address the Purchaser’s changed circumstances so that the changed circumstances will not affect in any way the Company’s ongoing and/or future reliance on an exemption under the Securities Act provided by Rule 506 of Regulation D.
Disqualifying Events. Such Purchaser is not subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).
Disqualifying Events. You agree that we may reduce the dollar limits on transfers as described in subsection (F) above, or terminate your eligibility to make future transfers (including canceling scheduled future transfers), in each case without prior notice (other than any notice required by Applicable Law), upon occurrence of a Disqualifying Event. Each of the following is a “Disqualifying Event”: • Any of your Accounts with us are not current or are not in good standing. • You have had an overdraft, an over-limit item, or an item returned for insufficient funds with respect to any Account with us during the current or three (3) prior calendar months. • You have had any prior External Transfer involving accounts at other financial institutions cancelled, revoked, or not completed due to insufficient funds, revoked authorization, stopped payments, frozen accounts, or any similar reason. • You attempt to use External Transfers to transfer funds between your eligible consumer Accounts with certain non – consumer accounts at other financial institutions, or to transfer funds between your eligible business Accounts with certain non – business accounts at other financial institutions. • We suspect fraud or unauthorized use has or may occur with respect to your Account(s) with us or with respect to any External Transfer(s).
Disqualifying Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in an Offering, any beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) 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, a “Company Covered Person” and, together, “Company 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 “Disqualifying Event”) except for a Disqualifying Event contemplated by Rule 506(d)(2) or (d)(3). The Company has exercised, and during the term of an Offering will continue to exercise, reasonable care to determine whether any Company Covered Person, any Dealer Manager Covered Person (as defined below) and any Participating Dealer Covered Person (as defined in the Participating Distribution Agreement) is subject to a Disqualifying Event. The Company will immediately comply, to the extent applicable, with its disclosure obligations under Rule 506(e), and will immediately effect the preparation of an amended or supplemented Memorandum that will contain any such required disclosure and will, at no expense to the Dealer Manager (unless the Dealer Manager’s Disqualifying Event or any Participating Distribution Agent’s Disqualifying Event is the sole reason for the required amended or supplemented Memorandum, in which case the Dealer Manager shall bear the cost of preparation and distribution of such amended or supplemented Memorandum), promptly furnish the Dealer Manager with such number of printed copies of such amended or supplemented Memorandum containing any such required disclosure, including any exhibits thereto, as the Dealer Manager may reasonably request.
Disqualifying Events. In the event that the Investor becomes subject to an event specified in Rule 506(d)(1) of the Securities Act (“Disqualifying Event”) at any date after the date of this Subscription Agreement, the Investor agrees and covenants to use its best efforts to coordinate with the General Partner (i) to provide documentation as reasonably requested by the General Partner related to any Disqualifying Event and (ii) to implement a remedy to address the Investor’s changed circumstances so that the changed circumstances will not affect in any way the General Partner’s ongoing and/or future reliance on an exemption under the Securities Act provided by Rule 506 of Regulation D.
Disqualifying Events. Any of your accounts with Cambridge Trust Company are not current or are not in good standing. • You have had an overdraft, an over-limit item, or an item returned for insufficient funds with respect to any Cambridge Trust Company account during the current or three prior calendar months. • You have had any prior transfer to or from a non-Cambridge Trust Company accounts canceled, revoked, or not completed due to insufficient funds, revoked authorization, stopped payments, frozen accounts, or any similar reason. • If the test transaction fails or is rejected, for security purposes we may decline your External Transfer request(s) and any or all other transactions, and we may close your account, with or without notice to you. • We become aware of circumstances that indicate that an unauthorized transfer has been or may be made.
Disqualifying Events. You agree that if, prior to the 1st or 2nd Bonus Payment Dates, you resign, retire or are terminated by the Company “For Cause” from your employment with the Company or you die or become permanently disabled from work, you will no longer be eligible for, and you forfeit your entitlement to, any as-yet-unpaid Bonus. For purposes here, “For Cause” shall mean your (i) failure to perform substantially any of your duties; (ii) misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of TreeHouse Foods or any of its subsidiaries or other affiliates; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with the Company, any material written policy of the Company, the Company’s Code of Ethics, or (v) failure to cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your employment shall be deemed to have terminated For Cause if, after your employment has terminated (for a reason other than For Cause), facts and circumstances are discovered that would have justified a termination For Cause. For the avoidance of doubt, if the Company terminates your employment for any reason that is not “For Cause,” you will be entitled to any as yet unpaid 1st or 2nd Bonus.
Disqualifying Events. You agree that we may reduce the dollar limits on trans- fers as described above, or terminate your eligibility to make future transfers (including canceling scheduled future transfers), in each case without prior notice (other than any notice required by Applicable Law), upon occurrence of a Disqualifying Event. Each of the following is a “Disqualifying Event”:
Disqualifying Events. In the event that any Non-Managing Member becomes subject to any of the events listed in subsections (i) through (vii) of Section 506(d) of Regulation D under the Securities Act (a “Disqualifying Event”) at any date after the Effective Date (such Non-Managing Member, a “Disqualified Member”): (a) unless otherwise determined by the Managing Member in its sole discretion, such Disqualified Member’s voting rights in respect of the Fund’s outstanding voting interests (calculated on the basis of voting power) shall be automatically reduced, as of the day prior to the date on which the Disqualifying Event occurred, to the lesser of 19.9% and such Disqualified Member’s then-current percentage interest based on its Capital Commitment and the aggregate Capital Commitments of all Members entitled to vote (the “Disqualified Voting Percentage”), and the Managing Member is hereby authorized to take such actions as the Managing Member deems necessary or appropriate to give effect to the same; and (b) the Non-Managing Members acknowledge that if the Managing Member determines that for any reason the foregoing is not sufficient to avoid any adverse impacts under Rule 506(d) or 506(e) of Regulation D promulgated under the Securities Act, the Managing Member may require such Disqualified Member to withdraw from the Fund in a manner consistent with paragraph 13.1. Any vote, consent or decision of the Non-Managing Members pursuant to this Agreement made on or after the date upon which such Disqualified Member’s voting interest was reduced in accordance with this paragraph 15.21 will be tabulated or made only taking into account the Disqualified Voting Percentage of any such Disqualified Member.
Disqualifying Events ln no event shall Diego Washington be required to consummate or approve the Merger if, on the date of delivery of any Consummation Notice:
(a) Diego Delaware is unable, or admits in writing its inability, to pay its debts generally as they mature;
(b) Diego Delaware has been dissolved or liquidated;
(c) Diego Delaware has commenced a voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law nor or hereafter in effect or consented to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; or
(d) Diego Delaware is subject to any outstanding injunction , order, decree, ruling , or charge, or is a party, or is threatened to be made a party, to any such action , suit, proceeding, hearing , or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local , or foreign jurisdiction or before any arbitrator that is likely to have a Material Adverse Effect (as defined below) on the business of Diego Delaware. For purposes of this section, “Material Adverse Effect’ shall mean the amount in controversy is greater than l 0% of Diego Delaware’s total assets.
