Limitations on Hedging. (a) The Company will not, and will not cause or permit any Subsidiary to, enter into (or become legally obligated to enter into) any Hedging Agreement or transaction under any Hedging Agreement that:
(i) is for speculative purposes or is with the aim of obtaining profits based on changing market values;
(ii) is based on or associated with the underlying value of a product, interest rate or currency other than those products, interest rates or currencies that are used by the Company or such Subsidiary in the Ordinary Course of Business;
(iii) has a notional value that exceeds:
(A) in the case of a commodity or product, 150% of the volume of such commodity or product consumed by the Company or such Subsidiary during the most recent Measurement Period; or
(B) in the case of an interest rate or currency, the Company’s or such Subsidiary’s requirements for such interest rate or currency (pursuant to the Company’s or such Subsidiary’s Contractual Obligations) for the eighteen (18) months immediately following the date of such Hedging Agreement;
(iv) has a tenor of more than eighteen (18) months;
(v) would cause the aggregate notional amount of all Hedging Agreements with any single counterparty to exceed US$100,000,000 (or the US Dollar Equivalent thereof);
(vi) is with a counterparty other than a Qualified Counterparty; or
(vii) is in violation of, or otherwise violates, the Hedging Policy as in effect from time to time; provided that the Company will be permitted to enter into non-speculative Hedging Agreements for the purpose of hedging the full amount of the interest rate risk associated with the Loan or the Other Restructured Indebtedness if such Hedging Agreements otherwise are in compliance with clauses (i), (ii), (v), (vi) and (vii) above.
(b) The Company will not:
(i) permit or cause the effectiveness of the Hedging Policy to lapse until the Loan has been repaid;
(ii) permit or cause the Hedging Policy to permit hedging for speculative purposes or with the aim of obtaining profits based on changing market values;
(iii) amend or otherwise change the Hedging Policy unless (x) such amendment or change has been approved by the Board of Directors of the Company (or of a committee duly delegated by such Board of Directors comprised of two (2) or more members thereof) and (y) the Lender is provided with written notice and copies of such amendment or change to the Hedging Policy no later than five (5) Business Days after any such amendment or change is approved...
Limitations on Hedging. No Obligor shall (and the Company shall procure that no member of the Bank Group shall) enter into any Hedging Agreement other than:
(a) the Hedging Agreements listed in Part 6 of Schedule 10 (Existing Hedging Agreements);
(b) Hedging Agreements specifically required under Clause 24.9 (Hedging); or
(c) any Hedging Agreement entered into for the purposes of hedging any Subordinated Funding to the extent such Subordinated Funding is made with the proceeds of any Parent Refinancing Indebtedness; or
(d) any Hedging Agreement in respect of spot or forward foreign exchange transactions or currency swaps entered into in connection with such member of the Bank Group’s business, which is not entered into for investment or speculative purposes and, for the avoidance of doubt (subject to the provisions of Clause 25.10 (Transactions with Affiliates), any such Hedging Agreement may be entered into with another member of the Group.
Limitations on Hedging. No Obligor shall (and the Company shall procure that no member of the Bank Group shall) enter into any Hedging Agreement other than:
(a) the Hedging Agreements listed in Part 6 of Schedule 10 (Existing Hedging Agreements);
(b) Hedging Agreements specifically required under Clause 24.9 (Hedging); or
(c) any Hedging Agreement in respect of spot or forward foreign exchange transactions or currency swaps entered into in connection with such member of the Bank Group’s business, which is not entered into for investment or speculative purposes and, for the avoidance of doubt (subject to the provisions of Clause 25.10 (Transactions with Affiliates), any such Hedging Agreement may be entered into with another member of the Group.
Limitations on Hedging. No Obligor shall (and the Company shall procure that no member of the Bank Group shall) enter into any Hedging Agreement for speculative purposes, it being acknowledged by the parties to this Agreement that hedging of actual or reasonably anticipated interest rate and/or foreign exchange rate exposure shall not constitute speculative purposes.
Limitations on Hedging. Ford agrees that:
(i) until the date that is the first anniversary of the Closing, neither Ford nor its Affiliates shall engage in any Hedging Transaction with respect to any shares of Common Stock;
(ii) between the date that is the first anniversary of Closing and the date that is the second anniversary of Closing, neither Ford nor its Affiliates shall engage in any Hedging Transaction with respect to more than an aggregate of 12,500,000 shares (as adjusted for stock splits, combinations, recapitalizations and the like) of Common Stock; and
(iii) after the second anniversary of the Closing, Ford will not be restricted from engaging in any Hedging Transactions.
Limitations on Hedging. No Obligor shall (and the Company shall procure that no member of the Bank Group shall) enter into any Hedging Agreement other than:
(a) Hedging Agreement specifically required under Clause 24.9 (Hedging) or any extensions, renewals and/or replacements thereof; and
(b) any other Hedging Agreement provided that such Hedging Agreement shall be entered into for the purposes of, and shall remain at all times for the purposes of, hedging actual or reasonably anticipated interest rate and/or foreign exchange rate exposure in respect of any Indebtedness of the Group and that such hedging activities shall be at all times for non-speculative purposes.
Limitations on Hedging. 21 Section 5.02. Notice..................................................... 21
Limitations on Hedging. No TCN Group Obligor shall (and TCN shall procure that no member of the TCN Group shall) enter into any Hedging Agreement other than:
(a) the Hedging Agreements identified in Schedule 11(Hedging Agreements);
(b) any Hedging Agreements specifically required under Clause 18.9 (Hedging); or
(c) any Hedging Agreement entered into in connection with the business or any Financial Indebtedness of the TCN Group, in each case which is not entered into for investment or speculative purposes and, for the avoidance of doubt (subject to the provisions of Clause 19.10 (Transactions with Affiliates)), any such Hedging Agreement may be entered into with another member of the Group.
Limitations on Hedging. No Obligor shall (and the Company shall procure that no member of the Bank Group shall) enter into any Hedging Agreement other than:
(a) the Hedging Agreements listed in Part 6 of Schedule 10 (Existing Hedging Agreements);
(b) Hedging Agreements specifically required under Clause 24.9 (Hedging) or any extensions, renewals, and/or replacements thereof; or
(c) any Hedging Agreement entered into for the purposes of hedging any Subordinated Funding to the extent such Subordinated Funding is made with the proceeds of any Parent Refinancing Indebtedness; or
(d) any Hedging Agreement in respect of spot or forward foreign exchange transactions or currency swaps entered into in connection with such member of the Bank Groups business, which is not entered into for investment or speculative purposes and, for the avoidance of doubt (subject to the provisions of Clause 25.10 (Transactions with Affiliates), any such Hedging Agreement may be entered into with another member of the Group.
Limitations on Hedging. No Obligor shall (and the Company shall procure that no member of the Bank Group shall) enter into any Hedging Agreement other than:
(a) the Hedging Agreements listed in Part 6 of Schedule 10 (Existing Hedging Agreements);
(b) Hedging Agreements specifically required under Clause 24.9 (Hedging) or any extensions, renewals, and/or replacements thereof; or
(c) any Hedging Agreement entered into for the purposes of hedging any Subordinated Funding to the extent such Subordinated Funding is made with the proceeds of any Parent Refinancing Indebtedness; or
(d) any Hedging Agreement in respect of spot or forward foreign exchange transactions or currency swaps entered into in connection with such member of the Bank Group’s business, which is not entered into for investment or speculative purposes and, for the avoidance of doubt (subject to the provisions of Clause 25.10 (Transactions with Affiliates), any such Hedging Agreement may be entered into with another member of the Group; or
(e) any other Hedging Agreement, provided, in all cases of (a) to (e) above, that such Hedging Agreement shall be entered into for the purposes of, and shall remain at all times for the purposes of, hedging actual or reasonably anticipated interest rate and/or foreign exchange rate exposure in respect of any Indebtedness of the Group and that such hedging activities shall be at all times for non-speculative purposes.
