Exempted Transactions Sample Clauses
The Exempted Transactions clause defines specific types of transactions that are not subject to certain restrictions or requirements outlined elsewhere in the agreement. For example, it may specify that transfers of shares to affiliates, or transactions required by law, are not limited by standard transfer restrictions. This clause ensures that routine or necessary transactions can proceed without triggering contractual limitations, thereby providing flexibility and preventing unintended obstacles to normal business operations.
POPULAR SAMPLE Copied 1 times
Exempted Transactions. (a) Notwithstanding the provisions of Sections 4.08 and 4.09 hereof, the Issuer and any Guarantor may (1) create, incur or assume any Lien upon any property, assets or revenues, or (2) consummate any Sale and Lease-Back Transaction if: (i) the aggregate outstanding principal amount of all Secured Indebtedness for borrowed money of the Issuer and the Guarantors that is secured by ▇▇▇▇▇ on any Principal Personal or Real Property plus (ii) the aggregate Attributable Indebtedness in respect of Sale and Lease-Back Transactions that are subject to the restrictions on Sale and Lease-Back Transactions set forth in Section 4.09 hereof does not exceed an amount that would cause the Senior Secured Net Leverage Ratio for the Test Period immediately preceding the creation, incurrence or assumption of such a Lien or consummation of such Sale and Lease-Back Transaction, as applicable, to be greater than 4.00 to 1.00, calculated on a pro forma basis after giving effect to the creation, incurrence or assumption of such Lien and/or such Attributable Indebtedness in respect of Sale and Lease-Back Transactions that are subject to the restrictions on Sale and Lease-Back Transactions set forth in Section 4.09 hereof. The Issuer and any Guarantor may guarantee or provide a security interest in respect of any Indebtedness secured by any Lien created, incurred or assumed and any Sale and Lease-Back Transaction consummated, in each case, in compliance with this Section 4.10.
(b) In the event any Lien is created, incurred or assumed or any Sale and Lease-Back Transaction is consummated, in each case, in reliance upon compliance with the Senior Secured Net Leverage Ratio set forth in Section 4.10(a) hereof concurrently with the creation, incurrence or assumption of any Permitted Lien, then solely for purposes of calculating the Senior Secured Net Leverage Ratio at such time (but, for the avoidance of doubt, not in any subsequent calculation of the Senior Secured Net Leverage Ratio at a subsequent time), the Senior Secured Net Leverage Ratio will be calculated without regard to the creation, incurrence or assumption of any Indebtedness secured by such Permitted Lien.
Exempted Transactions. The following transactions shall be “Exempted Transactions” under the Rights Agreement: any transaction that the Board of Directors of the Company determines, in its sole discretion, is exempt from the Rights Agreement, which determination shall be made in the sole and absolute discretion of the Board of Directors prior to the date of such transaction, including, without limitation, if the Board of Directors determines that (i) neither the beneficial ownership of shares of Common Stock by any person, directly or indirectly, as a result of such transaction nor any other aspect of such transaction would jeopardize or endanger the availability to the Company of the Company’s tax benefits or (ii) such transaction is otherwise in the best interests of the Company. In granting an exemption for an “Exempted Transaction”, the Board of Directors of the Company may require any person who would otherwise be an Acquiring Person to make certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings will result in such consequences and subject to such conditions as the Board of Directors of the Company may determine in its sole discretion, including that any such violation shall result in such person becoming an Acquiring Person.
Exempted Transactions. Notwithstanding the provisions of Sections 4.06 and 4.07, if the aggregate outstanding principal amount of all Indebtedness of the Issuer and its Subsidiaries that is subject to and not otherwise permitted under these restrictions does not exceed 15% of the Consolidated Total Assets of the Issuer and its Subsidiaries, then:
(a) the Issuer or any of its Subsidiaries may issue, assume or guarantee Indebtedness secured by Mortgages; and
(b) the Issuer or any of its Subsidiaries may enter into any Sale and Lease-Back Transaction.
Exempted Transactions. An “Exempted Transaction” is any transaction that the Board of Directors of the Company determines, in its sole discretion, is an “Exempted Transaction,” which determination shall be irrevocable.
Exempted Transactions. The prohibitions of Section V of this Code shall not apply to:
(a) Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control.
(b) Open-end mutual funds, including money market funds purchased or sold directly through the fund or its transfer agent.
(c) Purchases which are made by reinvesting cash dividends pursuant to an automatic dividend or distribution reinvestment program or employee stock option plan (this exception does not apply to optional cash purchases).
(d) U.S. Government Securities purchased directly from the U.S. Government.
(e) Bank certificates of deposits purchased directly from a bank.
(f) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.
(g) Purchases or sales which are non-volitional on the part of either the Access Person or the Trust or the Advisers.
Exempted Transactions. The provisions of section 77e of this title shall not apply to—
Exempted Transactions. Sections 6.1 and 6.2 hereof shall not apply to:
(a) a merger, consolidation, sale, assignment, conveyance, transfer, lease or other disposition of assets between or among the Parent Guarantor, the Issuer or any Subsidiary Guarantor; provided, however that the foregoing clause shall not apply to any merger, consolidation, sale, assignment, conveyance, transfer, lease or other disposition of assets involving the Issuer where the Issuer is not the continuing entity or the successor entity; or
(b) a merger between the Parent Guarantor or any of its Subsidiaries, on the one hand, and an affiliate of the Parent Guarantor or such Subsidiary, on the other hand, incorporated or formed solely for the purpose of reincorporating or reorganizing the Parent Guarantor or such Subsidiary in another state of the United States.
Exempted Transactions. Notwithstanding the provisions of SECTIONS 11.05, 11.06 and 11.07, the Company and any Subsidiary may issue, assume or guarantee indebtedness secured by Mortgages and enter into Sale and Lease-Back Transactions that would otherwise be subject to the restrictions in SECTIONS 11.05 and 11.06, respectively, and any Restricted Subsidiary may issue, assume or otherwise become liable for any Debt or Preferred Stock that would otherwise be subject to the restrictions in SECTION 11.07, provided (a) the aggregate outstanding principal amount of all other indebtedness of the Company and its Subsidiaries that is subject to the restrictions in SECTION 11.05 (not including indebtedness permitted to be secured under clauses (a) to (i), inclusive of SECTION 11.05), plus (b) the aggregate Attributable Debt in respect of the Sale and Lease-Back Transactions in existence at such time (not including Sale and Lease-Back Transactions permitted by SECTION 11.06(i) or (ii)), plus (c) the aggregate principal amount of all Debt or Preferred Stock of any Restricted Subsidiary subject to the restrictions in SECTION 11.07, (not including Debt or Preferred Stock permitted under clauses (i) to (ix), inclusive, of SECTION 11.07) does not exceed 15% of the Consolidated Net Tangible Assets of the Company and its Consolidated Subsidiaries.
Exempted Transactions. Notwithstanding Sections 4.01 and 4.02 hereof, if (i) the aggregate outstanding principal amount of all Indebtedness of the Company and its Subsidiaries that is subject to and not otherwise permitted under Section 4.01 hereof, plus (ii) the aggregate Attributable Debt in respect of Sale and Lease-Back Transactions that is subject to Section 4.02 hereof, would not exceed an amount that would cause the Consolidated Secured Debt Ratio to exceed 1.50 to 1.00 (measured solely at the time of the incurrence of the Indebtedness secured by such a Lien or entry into such Sale and Lease-Back Transaction, as applicable, based on the consolidated balance sheet of the Company and its Subsidiaries for the end of the then most recent quarter for which financial statements are available) then:
(1) the Company or any of its Subsidiaries may incur or Guarantee Indebtedness secured by Liens upon any Principal Property or Capital Stock;
(2) the Company or any of its Subsidiaries may enter into any Sale and Lease-Back Transaction; and
(3) the Company may Guarantee the obligations of any of its Subsidiaries under the preceding two clauses.
Exempted Transactions. ``This title shall not apply to rental-purchase agreements primarily for business, commercial, or agricultural purposes, or those made with Government agencies or instrumentalities.