Limitations on Participation Rights Sample Clauses

Limitations on Participation Rights. A Non-ABRY Member may ----------------------------------- exercise his participation rights in accordance with Section 1(b); subject to the following limitations: (i) no Class B Unit may be included in any Transfer pursuant to Section 1(b) in any event unless such Unit is a Vested Unit, and (ii) no Class A Unit or Class B Unit may be included by any Non-ABRY Member in any Transfer pursuant to Section 1(b) unless the aggregate purchase price to be paid for all Class A Units to be included by the applicable ABRY Member in such Transfer is equal to or greater than the aggregate Unpaid Yield and Unreturned Capital Value for such Class A Units to be included by such ABRY Member. For the purposes of calculating the rights of the Non-ABRY Members to exercise any participation rights under this Section 1, the Non-ABRY Members shall not be allowed to Transfer, and shall not be deemed to hold (for the purposes of any calculations hereunder), any Securities that are Unvested Units.
Sample 1
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Limitations on Participation Rights. An Equityholder may ----------------------------------- exercise its participation rights in accordance with Section 5(c)(i) or Section 5(c)(ii), as the case may be; provided, that no Class B Unit -------- may be included by any Equityholder participating in any Transfer pursuant to Section 5(c) unless the aggregate purchase price to be paid for all Common Investment Units to be included by the applicable Selling ABRY Investor, or Selling AMFM Investor in such Transfer is equal to or greater than the aggregate Unpaid Yield and Unreturned Common Investment Unit Capital Value for such Common Investment Units to be included by such Selling ABRY Investor or Selling AMFM Investor.
Sample 1
Limitations on Participation Rights. The participation rights set forth in Section 5.1 shall be limited by the foregoing: (a) The Shareholder Parties shall not be permitted to exercise the participation rights set forth in Section 5.1 to the extent that the aggregate gross amount of Proposed Securities offered and sold by the Company from and after the date of the Investment Agreement (including the aggregate amount paid by Shareholder Parties for Equity Securities pursuant to such participation rights) exceeds $1 billion. (b) The Shareholder Parties shall not be permitted to exercise the participation rights set forth in Section 5.1, without the prior written consent of the Company, to the extent that, after giving effect to any issuances of Equity Securities (on a pro forma basis after taking into account any issuances of Equity Securities related to any acquisitions or investments by the Company), the Percentage Stock Ownership of the Equity Securities of the Company by the Shareholder Parties would exceed 42.5%. (c) Notwithstanding the approvals set forth in the Investment Agreement (including as set forth in Sections 3.2(b), 3.5 and 3.17 thereof) of issuances in respect of the Shareholder Parties, the Company Board shall be permitted to confirm that any exercise which would otherwise be subject to the consent requirements set forth in Section 2(b) of Article VI of the Articles by the Shareholder Parties of the participation rights set forth in Section 5.1 (taking into account the rights of the Shareholder Parties and Management Holdings pursuant to the full exercise of the Warrants and the full conversion of the Preferred Stock and, on a pro forma basis, for any committed issuances of Equity Securities related to any acquisitions or investments by the Company that are binding as of the day the Shareholder Parties exercise such participation rights) would not result in the loss of all or substantially all of the benefit of the Company’s Tax Benefits (as such term is defined in the Articles); provided, however, that in making such determination the Company shall take into account any exception available to it (including with respect to the exercise of the Warrants) pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder (including the cash issuance exception) as applicable with respect to any contemplated transaction(s). For these purposes, it is agreed that as part of such confirmation, the Company Board may require any Shar...
Sample 1
Limitations on Participation Rights. An Equityholder may ----------------------------------- exercise its participation rights in accordance with Section 5(c)(i) or Section 5(c)(ii), as the case may be, subject to the following limitations: (i) no Class B Unit may be included by any Capstar Investor in any Transfer pursuant to Section 5(c)(i) unless the aggregate purchase price to be paid for all Class A Units to be included by the applicable ABRY Investors in such Transfer is equal to or greater than the aggregate Unpaid Yield and Unreturned Capital Value for such Class A Units to be included by such ABRY Investor(s) and (ii) no Class B Unit may be included by any ABRY Investor in any Transfer pursuant to Section 5(c)(ii) unless the aggregate purchase price to be paid for all Class A Units to be included by the applicable Capstar Investors in such Transfer is equal to or greater than the aggregate Unpaid Yield and Unreturned Capital Value for such Class A Units to be included by such Capstar Investor(s).
Sample 1
Limitations on Participation Rights. An Equityholder may exercise its participation rights in accordance with Section 5(c)(i) or Section 5(c)(ii), as the case may be; provided, that no Class B Unit may be included by any Equityholder participating in any Transfer pursuant to Section 5(c) unless the aggregate purchase price to be paid for all Common Investment Units to be included by the applicable Selling ABRY Investor, or Selling AMFM Investor in such Transfer is equal to or greater than the aggregate Unpaid Yield and Unreturned Common Investment Unit Capital Value for such Common Investment Units to be included by such Selling ABRY Investor or Selling AMFM Investor.
Sample 1

Related to Limitations on Participation Rights

  • Limitations on Participant Rights A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.

  • Limitations on Rights of Participants A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

  • Limitations on Interest It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder.

  • Participation Rights (a) At least 30 days prior to any Transfer of Stockholder Shares which are shares of Preferred Stock by the GTCR Investors, the GTCR Investors shall deliver a written notice (the "PREFERRED SALE NOTICE") to the Company and the other Stockholders (the "NON-GTCR STOCKHOLDERS") specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. The Non-GTCR Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the GTCR Investors within 30 days after delivery of the Preferred Sale Notice. If any Non-GTCR Stockholders have elected to participate in such Transfer, the GTCR Investors and such Non-GTCR Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of Preferred Stock equal to the product of (A) the quotient determined by dividing the number of shares of Preferred Stock owned by such Person by the aggregate number of outstanding shares of Preferred Stock owned by the GTCR Investors and the Non-GTCR Stockholders participating in such sale and (B) the number of shares of Preferred Stock to be sold in the contemplated Transfer. (b) At least 30 days prior to any Transfer of Stockholder Shares which are shares of Common Stock by the GTCR Investors, the Bajaj Group or the Xxxxxxxxxx Group (collectively, the "SUBJECT STOCKHOLDERS"), the Subject Stockholder proposing to make such Transfer shall deliver a written notice (the "COMMON SALE NOTICE") to the Company and the other Stockholders (collectively, the "NON-SUBJECT STOCKHOLDERS") specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. The Non-Subject Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the Subject Stockholders within 30 days after delivery of the Common Sale Notice. If any Non-Subject Stockholders have elected to participate in such Transfer, the Subject Stockholders and such Non-Subject Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of Common Stock owned by such Person by the aggregate number of outstanding shares of Common Stock owned by the Subject Stockholders and the Non-Subject Stockholders participating in such sale, and (ii) the number of shares of Common Stock to be sold in the contemplated Transfer. For purposes of this SECTION 4(b), if a holder of shares of Class B Preferred elects to participate in the contemplated Transfer, (x) the "number of shares of Common Stock owned" by such holder shall equal the quotient determined by dividing (1) the aggregate liquidation value of the shares of Class B Preferred then owned by such holder (plus all accrued and unpaid dividends thereon), by (2) 81.667% of the consideration per share of Common Stock to be paid to the Subject Stockholders by the prospective transferee(s) in the contemplated Transfer, and (y) "the aggregate number of outstanding shares of Common Stock" shall include the number of shares of Common Stock owned by such holder as calculated pursuant to clause (x) above. (i) The GTCR Investors will use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Non-GTCR Stockholders in any Transfer contemplated by Section 4(a), and the GTCR Investors will not transfer any of their Stockholder Shares to the prospective transferee(s) unless (A) the prospective transferee(s) agrees to allow the participation of the Non-GTCR Stockholders at the same price and on the same terms, or (B) the GTCR Investors agree to purchase the number of such class of Stockholder Shares from the Non-GTCR Stockholders which the Non-GTCR Stockholders would have been entitled to sell pursuant to SECTION 4(a) for the consideration per share to be paid to the GTCR Investors by the prospective transferee(s). (ii) The Subject Stockholders will use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Non-Subject Stockholders in any Transfer contemplated by Section 4(b), and the Subject Stockholders will not transfer any of their Stockholder Shares to the prospective transferee(s) unless (A) the prospective transferee(s) agrees to allow the participation of the Non-Subject Stockholders at the same price and on the same terms, or (B) the Subject Stockholders agree to purchase the number of such class of Stockholder Shares from the Non-Subject Stockholders which the Non-Subject Stockholders would have been entitled to sell pursuant to SECTION 4(b) for the consideration per share to be paid to the Subject Stockholders by the prospective transferee(s). (d) Notwithstanding anything to the contrary in any other provision of this Agreement, this SECTION 4 shall not apply with respect to (i) any Transfer of Stockholder Shares by any GTCR Investor to or among its Affiliates, (ii) an Exempt Bajaj Transfer, (iii) an Exempt Xxxxxxxxxx Transfer, or (iv) a Public Sale; provided that the restrictions contained in this Agreement will continue to be applicable to the Stockholder Shares after any Transfer pursuant to clauses (i), (ii) and (iii) and, as a condition to such Transfer, the transferee of such Stockholder Shares shall agree in writing to be bound by the provisions of this Agreement. Upon the Transfer of Stockholder Shares pursuant to clause (i), (ii) or (iii) of the previous sentence, the transferees will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity of such transferee. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more Affiliates and then disposing of all or any portion of such party's interest in any such Affiliate. (e) This Section 4 will terminate upon the first to occur of (i) the consummation of an Approved Sale and (ii) the consummation of a Qualified Public Offering.

  • Limitations upon Participant Rights A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

  • Limitations on Transferability This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

  • Limitations on Rights of Others The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholder, the Servicer and, to the extent expressly provided herein, the Trustee, the Trust Collateral Agent and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Limitation on Participant Rights A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

  • Limitations on Contributions By executing this Agreement, Contractor acknowledges its obligations under Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any department of the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (i) a City elected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serves, (ii) a candidate for that City elective office, or (iii) a committee controlled by such elected official or a candidate for that office, at any time from the submission of a proposal for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the City approves the contract. The prohibition on contributions applies to each prospective party to the contract; each member of Contractor’s board of directors; Contractor’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 10% in Contractor; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by Contractor. Contractor certifies that it has informed each such person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for the contract, and has provided the names of the persons required to be informed to the City department with whom it is contracting.

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