Gaming Restrictions. Tenant acknowledges that Landlord's ownership of the Hotel is subject to a privileged gaming license and oxxxxxxxx with very stringent requirements. Further, Tenant acknowledges that it may be required to disclose to Landlord and/or its lender all ownership interests and all lenders or sources of financing. Should Landlord or Tenant be subject to any investigation, possible fine or penalty, or possible forfeiture of any privileges or licenses due to Tenant's operations, the individuals or entities which comprise the Tenant or any financial arrangements involving Tenant, upon written notice from Landlord, Tenant must cooperate with the investigation and, if a problem is identified, correct the problem or disassociate itself from the individual or entities giving rise to the issue, and if such does not occur to the satisfaction of the gaining authorities, Landlord shall have the right to immediately terminate the Lease without penalty.
Gaming Restrictions. Notwithstanding anything to the contrary in this Article III, no Securityholder shall be permitted to Transfer any Securities, except upon the receipt of all required Gaming Approvals in accordance with all applicable Gaming Laws and any requirements or restrictions imposed by the applicable Gaming Authorities.
Gaming Restrictions. The Shareholder acknowledges that he has read and understands Article X of Inland's Amended and Restated Articles of Incorporation, as amended ("Article X"), relating to the additional requirements imposed upon certain persons, including the Shareholder, who are or will be significant shareholders of Inland. A copy of Article X is attached hereto as Schedule 2.7. The Shareholder hereby agrees that his signature on this Agreement also shall constitute his written agreement to be bound by the provisions of Article X.
Gaming Restrictions. To the extent that the Company conducts any gaming activities that subjects the Company to the licensing and regulatory control of any Nevada Gaming Authority or other applicable Gaming Authority and notwithstanding any other provision of this Agreement, the following provisions shall apply:
(a) Any Transfer of any Units shall not be valid unless approved in advance by the applicable Nevada Gaming Authorities or other applicable Gaming Authorities.
(b) As of the date that the Company receives notice that a Member or transferee of Units is unsuitable to be licensed or to hold that interest, such unsuitable Member or transferee shall not (i) receive any share of any cash distribution or any other Property or payments upon the dissolution of the Company, (ii) exercise directly or through a trustee or nominee any voting rights conferred by such Units, (iii) participate in the management of the Business and affairs of the Company, or (iv) receive any remuneration in any form from the Company for services rendered or otherwise.
(c) In the event that any Member or transferee of Units is found unsuitable by any Nevada Gaming Authority or other applicable Gaming Authority, the Company and such Member or transferee, as the case may be, shall cooperate in good faith to take corrective actions with respect to such finding and the resulting impact on the Company as promptly as practicable, whether by appealing such finding, Transferring the Units held by such Member or transferee, or otherwise.
Gaming Restrictions. The provisions of this Agreement are subject to applicable gaming laws and regulations. No membership interest in the Company may be issued or transferred, or person appointed or retained as a manager or officer of the Company, except in compliance with all applicable gaming laws and regulations. The Member shall not take any action, nor permit any manager or officer of the Company to take any action, under this Agreement which would require the prior approval of or notice to any gaming authorities without obtaining such approval or giving such notice.
Gaming Restrictions. A. Notwithstanding anything to the contrary expressed or implied in this Agreement, the sale, assignment, transfer, pledge, or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission. If at any time the Nevada Gaming Commission finds that a Member which owns any Membership Interest is unsuitable to hold that Membership Interest, the Nevada Gaming Commission will notify the Company of that fact. The Company shall, within ten days from the date that it receives the notice from the Nevada Gaming Commission, return to the unsuitable Member the amount of his capital account as reflected on the books of the Company. Beginning on the date when the Nevada Gaining Commission serves notice of a determination of unsuitability, pursuant to the preceding sentence, upon the Company, it is unlawful for the unsuitable Member: (i) to receive any share of the distribution of profits or cash or any other property of, or payments upon dissolution of, the limited liability company, other than a return of capital as required -above; (ii) to exercise directly or through a trustee or nominee any voting right secured by such Membership Interest; (iii) to participate in the management of the business and affairs of the Company; or, (iv) to receive any remuneration in any form from the Company for services rendered or otherwise.
B. Any Member that is found unsuitable by the Nevada Gaming Commission shall return all evidence of any ownership in the Company to the Company, at which time the Company shall, within ten (10) days after the Company receives notice from the Nevada Gaming Commission, return to the Member in cash the amount of his capital account as reflected on the books of the Company, and the unsuitable Member shall no longer have any direct or indirect interest in the Company.
Gaming Restrictions. Due to the highly regulated nature of SMI's business, both prior to and after execution of this Agreement, SMI shall have the right to perform such due diligence on Sona as may be required by any gaming regulators in those jurisdictions where SMI possesses any licenses or such due diligence as SMI believes it is required to conduct. Both prior to and on an ongoing basis, Sona shall fully and reasonably cooperate with SMI related to such due diligence. Notwithstanding any of the provisions contained in this Agreement to the contrary, SMI shall have the right to immediately terminate this Agreement or its relationship with Sona if Sona takes any action or fails to take any action that jeopardizes any of SMI's gaming licenses, approvals or permits, or in the event that SMI's relationship with Sona in any way jeopardizes or puts at risk any of SMI's gaming licenses, approvals or permits. In the event of such a termination, Sona shall have the right, within 20 days, to purchase all of the Option Shares owned by SMI at a price per share mutually agreed upon by SMI and Xxxx. If SMI and Xxxx are unable to mutually agree upon a price per share, then Sona shall cause the immediate registration of the Option Shares under the Registration Rights Agreement to enable SMI to sell the Option Shares.
Gaming Restrictions. The Shareholder acknowledges that he has read and understands Article X of VCAT's Amended and Restated Articles of Incorporation, as
Gaming Restrictions. To the extent that the Company conducts any gaming activities that subjects the Company to the licensing and regulatory control of any Nevada Gaming Authority or other applicable Gaming Authority and notwithstanding any other provision of this Agreement, the following provisions shall apply:
(a) Any Transfer of any Units shall not be valid unless approved in advance by the applicable Nevada Gaming Authorities or other applicable Gaming Authorities.
(b) If at any time any Nevada Gaming Authority or other applicable Gaming Authority notifies the Company that a Member or a transferee of Units is unsuitable to be licensed or to hold such Units (and such unsuitability is not cured), the Company shall, within 180 days from the date it receives such notice, or such other period as shall be required by the Nevada Gaming Authorities or other applicable Gaming Authorities, provide to the unsuitable Member or transferee, in exchange for all of its Units, the Net Equity Value of such Units (with the Management Committee selecting the First Appraiser and Second Appraiser), or such other value as required by the Nevada Gaming Authorities or other applicable Gaming Authorities, in the form of cash, a promissory note subject to applicable Gaming Laws (on such terms as determined by the Management Committee), or a combination of both.
(c) As of the date that the Company receives notice that a Member or transferee of Units is unsuitable to be licensed or to hold that interest, such unsuitable Member or transferee shall not (i) receive any share of any cash distribution or any other Property or payments upon the dissolution of the Company, except as provided in Section 11.10(b) above, (ii) exercise directly or through a trustee or nominee any voting rights conferred by such Units, (iii) participate in the management of the Business and affairs of the Company, or (iv) receive any remuneration in any form from the Company for services rendered or otherwise.
(d) Any Member or transferee of Units who is found unsuitable by any Nevada Gaming Authority or other applicable Gaming Authority shall return all evidence of any ownership in the Company to the Company immediately upon the receipt of the consideration set forth in Section 11.10(b) above, and such Member shall cease to be a Member of the Company.
Gaming Restrictions