Limitations on Certain Transactions. Borrower agrees to the following limitations:
Limitations on Certain Transactions. (a) Subject to the provisions of subsection (b) of this Section 4.1, each Purchaser agrees with the Company that it will not, directly or indirectly, except as specifically permitted by this Article IV or unless specifically requested or permitted in writing by the whole Board:
(i) deposit any Shares in a voting trust or grant any proxy with respect to any Shares to any Person not designated by the Company (other than a member of the Purchaser Group) or subject any Shares to any arrangement or agreement with respect to the voting of such Shares;
(ii) act with one or more Persons (other than a member of the Purchaser Group) as a partnership, limited partnership, syndicate or "group" (as such term is used in Section 13(d)(3) of the Exchange Act) for the purpose of acquiring, holding, voting or disposing of Shares;
(iii) sell or transfer any of the Preferred Shares or the Warrants at any time;
(iv) prior to the second anniversary of the Closing Date, sell or transfer any of the Registrable Shares to any other Person who is not a member of the Purchaser Group; and
(v) following the second anniversary of the Closing Date, sell or transfer Registrable Shares to any Person who is not a member of the Purchaser Group other than pursuant to a public offering conducted in accordance with Article III hereof or an exemption from the registration requirements of the Securities Act (including Rule 144 promulgated thereunder); provided, that (x) no more than 10% of the Fully-Diluted Shares shall be sold to any single Person (other than an underwriter in a firm commitment underwriting) or Affiliated Group and (y) during any calendar year no more than 1% of the Fully-Diluted Shares shall be sold to any single Person (other than an underwriter in a firm commitment underwriting) or Affiliated Group that to Purchaser's knowledge (which knowledge shall be presumed if such Person filed with the SEC a Schedule 13D, Schedule 13G or successor form prior to the date of such sale) Beneficially Owns at the time of such proposed sale or transfer more than 5% of the Fully-Diluted Shares.
(b) Notwithstanding subsection (a) of this Section 4.1, Purchaser may sell or transfer (i) any of the Preferred Shares, the Warrants or any of the Registrable Shares pursuant to, as a result of, in connection with (A) a tender or exchange offer approved, or acceptance of which is recommended, by the Board or (B) a merger or other business combination with a previously unaffiliated entity in which the Co...
Limitations on Certain Transactions. (a) Borrower shall not dissolve, terminate or liquidate, nor merge or consolidate with any other Person; and
(b) [Reserved]
(c) Borrower will not become party to, nor will Borrower permit any other member of the Combined Group to become a party to, any document, agreement, or instrument or subject to any other obligation or any charter or corporate or partnership restriction, as the case may be, from and after the date hereof, which individually or in the aggregate, would have a Material Adverse Effect.
Limitations on Certain Transactions. Each Holder, severally and not jointly, covenants and agrees with the Company that, for the period commencing on the date hereof and terminating two years thereafter, it will not, directly or indirectly, except as specifically permitted by this Article 5 or unless specifically requested or permitted in writing by the Company's Board of Directors:
(a) deposit any shares of Common Stock in a voting trust or grant any proxy with respect to any shares of Common Stock to any Person not designated by the Company or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of such shares of Common Stock; or
(b) act with one or more Persons (other than another Holder or any Affiliate or partner of a Holder) as a partnership, limited partnership, syndicate or "group" (as such term is used in Section 13(d)(3) of the Exchange Act) for the purpose of acquiring, holding, voting or disposing of shares of Common Stock. No Holder shall, prior to the second anniversary hereof, directly or indirectly, (i) sell or transfer, or offer to sell or transfer, shares of Common Stock that represent more than 10% of the fully diluted common equity of the Company to any single Person or Affiliated Group or (ii) sell or transfer, or offer to sell or transfer, to any holder of 10% of the outstanding shares of Common Stock, shares of Common Stock that represent more than 5% of the outstanding Common Stock of the Company; provided, that the foregoing prohibition shall not apply to sales or transfers (i) to any investment banking firm acting as an underwriter pursuant to a public offering conducted in accordance with Article 3, (ii) pursuant to a tender or exchange offer by any Person with respect to which the Board of Directors of the Company shall have recommended acceptance or shall have taken no position or (iii) pursuant to a merger or other business combination involving the Company.
Limitations on Certain Transactions. Bxxxxxxx agrees to the following limitations:
Limitations on Certain Transactions. Take any action or otherwise engage in any of the following transactions, without the express prior written consent of the Agent (except as specifically provided below):
(1) exercise any right, remedy, power, privilege, or discretion pursuant to, or amend, modify or waive any provision of, the Call Option Agreement;
(2) exercise any right, remedy, power, privilege, or discretion pursuant to, or amend, modify or waive any provision of, any Discounted Payment Option;
(3) exercise any right, remedy, power, privilege, or discretion pursuant to, or amend, modify or waive any provision of, the Intercompany Loan Documents;
(4) exercise any right, remedy, power, privilege, or discretion pursuant to, or amend, modify or waive any provision of, any of the Securitized Notes, the Securitized Mortgages or any of the other Securitization Documents, including, without limitation, (a) the exercise any rights of approval with respect to any proposed acceptance or rejection by a Net Lease Partnership of any Rejectable Offer or any similar offer by the payor under any Securitized Note, or (b) the exercise of any rights or remedies as a result of any default under any Securitized Note or Securitized Mortgage; or
(5) exercise any right, remedy, power, privilege, or discretion pursuant to, or amend, modify or waive any provision of, the Reimbursement Agreement.
Limitations on Certain Transactions. During the Revenues Measurement Period, HC will not, without Ladia's prior consent: (a) issue additional shares of HC Common Stock or other equity in HC; (b) make any distribution to holders of HC Common Stock from the proceeds of the sale of any such additional shares of HC Common Stock or other equity of HC; or (c) sell or otherwise transfer its membership interests in Xxxxx.
Limitations on Certain Transactions. (a) Borrower shall preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization and shall not dissolve or liquidate. Borrower shall not merge or consolidate with any other entity except wholly owned Subsidiaries of Inland Group where such merger or consolidation would not have a Material Adverse Effect; provided, that to the extent the Borrower enters into any such merger or consolidation, the Borrower shall, in any case, be the surviving entity and shall remain directly liable for the full and final satisfaction of all of the Borrower’s Obligations hereunder.
(b) Borrower will not become party to any document, agreement, or instrument or subject to any other obligation or any charter or corporate or partnership restriction, as the case may be, from and after the date hereof, which individually or in the aggregate would have a Material Adverse Effect.
Limitations on Certain Transactions. Each Borrower agrees to the following limitations:
Limitations on Certain Transactions. SECTION 5.1
