Limitations on Issuance. The Issuing Bank shall not be under any obligation to issue any Letter of Credit if:
(a) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally, or such Letter of Credit in particular, or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve, or capital requirement (for which the Issuing Bank is not otherwise compensated under this Agreement) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost, or expense that was not applicable on the Closing Date and that the Issuing Bank in good xxxxx xxxxx material to it;
(b) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable generally to requests by customers or potential customers of the Issuing Bank for issuance of stand-by letters of credit;
(c) such Letter of Credit is to be denominated in a currency other than Dollars;
(d) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(e) a default of any Lender’s obligations to fund its participation under Section 3.16 of this Agreement exists, or any Lender is at such time a Defaulting Lender under this Agreement, unless the Issuing Bank has entered into satisfactory arrangements with TIMET and either such Lender, or the other Lenders, to eliminate the Issuing Bank’s risk with respect to such Lender.
Limitations on Issuance. Notwithstanding anything to the contrary contained herein, no Issuing Bank shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over such Issuing Bank shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable as of the date hereof and which such Issuing Bank in good xxxxx xxxxx material to it.
Limitations on Issuance. Notwithstanding any other provisions of this Agreement or of the Plan, no Performance Shares will be issuable under this Agreement at any time when such issuance is prohibited by the Company’s policies then in effect concerning transactions by officers, directors, and employees in securities of the Company.
Limitations on Issuance. Notwithstanding anything to the contrary contained in the notes, certificates or other instruments representing the Debt, and subject to the provisions of this Section 2(e), the Company shall not issue any Ordinary Shares pursuant hereto, to the extent (but only to the extent) that after giving effect to such share issuance the Creditor (together with its Affiliates) would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the Ordinary Shares. Under no circumstances can the Maximum Percentage limitation be amended on less than 61 days’ notice, if, as a result of such amendment, the Maximum Percentage is amended to be above 9.9%. No prior inability to issue Ordinary Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination. For purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. For any reason at any time until all Settlement Shares have been issued, upon the written or oral request of the Creditor, the Company shall within one (1) Business Day confirm orally and in writing to the Creditor the number of Ordinary Shares then outstanding, including by virtue of any prior conversion, exchange or exercise of convertible or exercisable securities into Ordinary Shares, including, without limitation, pursuant to this Agreement. In addition, under no circumstances whatsoever may the aggregate number of Ordinary Shares issued to the Creditor pursuant to this Agreement at any time exceed 19.9% of the total number of Ordinary Shares outstanding or of the voting power of the Ordinary Shares (the “Exchange Maximum”) as of the date of this Agreement unless the Company has obtained shareholder approval to authorize the issuance of Ordinary S...
Limitations on Issuance. The Share Issuance Committee shall not, nor does it have the authority to, issue any stock compensation under this Plan for service related to investor relations or capital raising activities.
Limitations on Issuance. The Company hereby instructs the Depositary, and the Depositary agrees upon the terms and subject to the conditions set forth in this Letter Agreement, to issue and deliver to the persons exchanging Notes designated from time to time by the Company in an instruction letter, substantially in the form of Exhibit A attached hereto, the applicable number of ADSs or Restricted ADSs, as applicable, upon receipt of (i) confirmation from the Custodian of the deposit of the requisite number of Shares, and (ii) the opinion of counsel identified in Section 2 hereof. The Restricted ADSs issued upon the deposit of Shares shall be separately identified on the books of the Depositary and such Shares shall be held separate and distinct from the other Deposited Securities held by the Custodian in respect of the ADSs issued under the Deposit Agreement and this Letter Agreement that are not Restricted ADSs. The Restricted Deposited Securities and the Restricted ADSs shall not be eligible for the "Pre-Release Transactions" described in Section 5.10 of the Deposit Agreement. The Restricted ADSs shall not be eligible for inclusion in any book-entry settlement system, including, without limitation, The Depository Trust Company, and shall not in any way be fungible with the other ADSs issued under the terms hereof that are not Restricted ADSs (except upon the terms and conditions set forth in Sections 8 and 9 below). Nothing contained in this Letter Agreement shall in any way be deemed to obligate the Depositary, or to give authority to the Depositary, to accept any Deposited Securities (other than the Shares described herein) for deposit under the terms hereof.
Limitations on Issuance. Extension and Amendment. ------------------------------------------------
(i) As between the applicable Issuing Bank, on the one hand, and the Agent and the Lenders, on the other hand, the applicable Issuing Bank shall be justified and fully protected in issuing such Letter of Credit after receiving authorization from the Agent as provided in Section 3.2(a) hereof, notwithstanding any subsequent notices to the Issuing Bank, any knowledge of an Event of Default or Potential Default, any knowledge of failure of any condition specified in Section 5.2 hereof to be satisfied, any other knowledge of the applicable Issuing Bank, or any other event, condition or circumstance whatever. The applicable Issuing Bank may amend, modify or supplement Letters of Credit or Letter of Credit Applications, or waive compliance to any condition of issuance or payment, without the consent of, and without liability to, the Agent or any Lender, provided that any such amendment, modification or supplement that extends the expiration date or increases the Letter of Credit Undrawn Availability of an outstanding Letter of Credit shall be subject to Section 3.2(b) hereof.
(ii) As between the Agent, on the one hand, and the Lenders, on the other hand, the Agent shall not authorize issuance of any Letter of Credit if the Agent shall have received, at least two Business Days before authorizing such issuance, from the Required Lenders an unrevoked written notice that any condition precedent set forth in Section 5.2 will not be satisfied and expressly requesting that the Agent direct the Issuing Banks to cease to issue Letters of Credit. Absent such notice, or unless the Agent determines that the applicable limitations set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereof are not satisfied or if the Agent has actual knowledge of an Event of Default or Potential Default or any knowledge of failure of any condition specified in Section 5.2 hereof to be satisfied, the Agent shall be justified and fully protected, as against the Lenders, in authorizing an Issuing Bank to issue such Letter of Credit, notwithstanding any subsequent notices to the Agent, any other knowledge of the Agent, or any other event, condition or circumstance whatever.
Limitations on Issuance. As between the Agent, on the one hand, and the Issuing Banks, on the other hand, the Agent shall not authorize issuance of any Letter of Credit if the Agent shall have received, at least two Business Days before authorizing such issuance, from the Required Issuing Banks an unrevoked written notice that any condition precedent set forth in Section 4.02 will not be satisfied as of the time of such issuance and expressly requesting that the Agent direct the Issuing Banks to cease to issue Letters of Credit. Absent such notice, or unless the Agent determines that the applicable limitations set forth in Section 2.01 hereof are not satisfied, the Agent shall be justified and fully protected, as against the Issuing Banks, in authorizing an Issuing Bank to issue such a Letter of Credit, notwithstanding any subsequent notices to the Agent, any knowledge of an Event of Default or Potential Default, any knowledge of failure of any condition specified in Section 4.02 hereof to be satisfied, any other knowledge of the Agent, or any other event, condition or circumstance whatsoever.
Limitations on Issuance. The Shares issuable pursuant to this RSU Award Agreement may not be issued unless such issuance is in compliance with all applicable federal and state securities laws, as they are in effect on the date of issuance.
Limitations on Issuance. The Company shall not issue or sell any Common Stock or securities convertible into Common Stock pursuant to this Agreement, and the Purchaser shall not purchase or acquire any such securities pursuant to this Agreement, to the extent that, after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement , together with all shares of Common Stock issued pursuant to any transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market would exceed the maximum number of securities that the Company may issue pursuant to this Agreement without breaching the Company’s obligations under the listing rules or regulations of The Nasdaq Stock Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market, unless and until the Company elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved such transactions in accordance with the applicable rules of The Nasdaq Stock Market.
