Inapplicability of Rights Sample Clauses

Inapplicability of Rights. The rights established by this Section 8.2 shall have no application to any Units (i) issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved in accordance with this Agreement, (ii) issued pursuant to any equipment leasing or loan arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board of Managers in accordance with this Agreement, (iii) issued by the Company pursuant to a registration statement filed under the Securities Act; or (iv) issued in connection with strategic transactions involving the Company and other entities, including (a) joint ventures, manufacturing, marketing or distribution arrangements or (b) technology transfer or development arrangements; provided that any such transactions and the issuance of Units pursuant thereto have been approved by the Board of Managers and the Investor in accordance with Section 10.2 of this Agreement.
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Inapplicability of Rights. The participation rights established by this Section 8.3 shall have no application to any Units (i) issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved in accordance with this Agreement, (ii) issued in connection with any transaction referred to in, or contemplated by, Section 8.2 hereof, (iii) issued pursuant to any equipment leasing or loan arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board of Managers in accordance with this Agreement, (iv) issued by the Company pursuant to a registration statement filed under the Securities Act; or (v) issued in connection with strategic transactions involving the Company and other entities, including (a) joint ventures, manufacturing, marketing or distribution arrangements or (b) technology transfer or development arrangements; provided that any such transactions and the issuance of Units pursuant thereto have been approved by the Board of Managers and the Investor in accordance with Section 10.2 of this Agreement.
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Inapplicability of Rights. The provisions of this Section 2 shall not apply to (i) the issuance to employees, officers or directors of the Company/of options, rights or warrants to purchase up to two hundred thousand (200,000) shares of Series A Common Stock pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors, and (ii) shares of Series A Common Stock issued to employees, officers or directors of the Company pursuant to the conversion or exercise/of options, rights or warrants to purchase up to two hundred thousand (200,000) shares of Series A Common Stock pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors.
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Inapplicability of Rights. The preemptive rights established by this Section 3 shall have no application to any of the following: (i) equity securities issued by the Company after the date hereof for an aggregate consideration not in excess of Eight Million Dollars ($8,000,000); (ii) the issuance of Series B Common Stock of the Company upon conversion of the Series A Preferred Stock of the Company; (iii) options, warrants or rights to acquire equity securities issued to employees, officers, directors, consultants, contractors or advisors of the Company or any of its subsidiaries pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors and the issuance of equity securities pursuant to conversion or exercise of such options, warrants or rights; (iv) equity securities issued or issuable upon conversion of any Convertible Securities, provided that the provisions of this Section 3 applied to the original issuance of such Convertible Securities issued after the date hereof and not otherwise excluded under this Section 3(d); (v) equity securities issued by the Company for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination; (vi) equity securities issued by the Company to stockholders of the Company in connection with any stock split, stock dividend or recapitalization of the Company; (vii) equity securities issued by the Company in connection with any issuance of additional shares of Series A Common Stock to Investor pursuant to this Agreement; (viii) equity securities issued pursuant to any leasing or loan arrangement, including without limitation any equipment leases, real property leases, loans, debt financing, credit lines, guaranties of indebtedness, cash price reductions or similar transactions or arrangements approved by the Board of Directors; (ix) equity securities issued by the Company pursuant to any Public Offering; and (x) equity securities issued by the Company in connection with strategic transactions involving the Company and other entities, including without limitation (a) joint ventures, manufacturing, marketing or distribution arrangements or (b) technology transfer or development arrangements; provided, that such strategic transactions and the issuance of such equity securities pursuant thereto have been approved by the Company’s Board of Directors.
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Related to Inapplicability of Rights

  • Inapplicability of Tariff Liability Any general liability, as described in a Party’s local exchange or other Tariffs, does not extend to the other Party, the other Party’s End User(s), suppliers, agents, employees, or any other third parties. Liability of one Party to the other Party resulting from any and all causes arising out of services, facilities, UNEs or any other items relating to this Agreement shall be governed by the liability provisions contained in this Agreement and no other liability whatsoever shall attach to CenturyLink. CenturyLink shall not be liable for any loss, claims, liability or damages asserted by CLEC, CLEC’s End User(s), suppliers, agents, employees, or any other third parties where CLEC combines or Commingles such components with those components provided by CenturyLink to CLEC,

  • Applicability of Agreement The Developer agrees that the Lands shall be developed and used only in accordance with and subject to the terms and conditions of this Agreement.

  • Survival of Provisions Upon Invalidity of Any Single Provision In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  • Applicability of ¶ 2501 Local Church acknowledges and agrees that pursuant to ¶ 2501 of the Discipline, the Local Church holds all its property, real and personal, tangible and intangible, in trust for the benefit of The United Methodist Church, including the Real Property and Personal Property, and the Local Church will not take any actions that are inconsistent therewith or opposing or negating the same.

  • Severability of Agreement Should any part of this Agreement for any reason be declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portions of this Agreement without including any such part, parts or portions which may, for any reason, be hereafter declared invalid.

  • Applicability of Rule 419 Upon delivery and payment for the Units on the Closing Date and each Additional Closing Date, the Company will not be subject to Rule 419 under the Securities Act and none of the Company’s outstanding securities will be deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the Exchange Act.

  • Applicability of ISP; Limitation of Liability Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

  • Applicability of ISP and UCP; Limitation of Liability Unless otherwise expressly agreed by the applicable L/C Issuer and the Company when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to any commercial Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to any Borrower for, and such L/C Issuer’s rights and remedies against the Borrowers shall not be impaired by, any action or inaction of such L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, Inc., whether or not any Letter of Credit chooses such Law or practice.

  • Applicability of ISP and UCP Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

  • Applicability of Terms A check or similar mark in a box means that such provision is applicable. The abbreviation 48 “N/A” or the word “Deleted” means not applicable. The abbreviation “MEC” (mutual execution of this contract) means the date upon 49 which both parties have signed this Buyer Listing Contract.

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