No Exchange. Seller shall not participate in, or accommodate Buyer in connection with, a 1031 exchange.
No Exchange. Notwithstanding anything in this Section 11 to the contrary, each of the Limited Partners hereby agrees that, during the No Exchange Period, it shall be prohibited from tendering its Limited Partnership Units for exchange or redemption under the Exchange Rights Agreement.
No Exchange. Notwithstanding anything in this Section 11 to the contrary, each of the Limited Partners hereby agrees that, except as set forth below, from the date hereof until two (2) years following the Effective Date (the "No Exchange Period"), without the prior written consent of the General Partner (which may be granted or withheld in its sole and absolute discretion), it shall be prohibited from transferring any Partnership Units; provided, however, that where a Limited Partner is a natural person and such Limited Partner dies (or, in the case of Partnership Units owned as community property by the Limited Partner and its spouse, then where either the Limited Partner or its spouse dies) prior to the expiration of the No Exchange Period, the No Exchange Period shall, as to such Limited Partner only, expire on the later of (i) one (1) year from the Effective Date or (ii) the death of such Limited Partner (or such Limited Partner's spouse, as the case may be); provided, further, however, that the foregoing shall not apply to the Short Family Trust as an owner of Partnership Units in its capacity as an Original Limited Partner, but shall apply to the Short Family Trust as an owner of Partnership Units in its capacity as a partner (or former partner) of Short Morning View Ltd. Notwithstanding anything in this Section 11.7 to the contrary, each of the Limited Partners hereby agree that, without the prior written consent of the General Partner (which may be granted in its sole and absolute discretion), each Limited Partner shall be prohibited from transferring any Partnership Units following the occurrence of a Liquidating Event.
No Exchange. The Trustee shall not exchange all or a portion of the Pooled FHLMC 1933/SG Certificates for a related class or classes of "Multiclass Mortgage Participation Certificates."
No Exchange. This cat/kitten cannot be returned for exchange for health reasons after the one-year health guarantee period has expired. It is the responsibility of the Buyer to provide immediate veterinary care to any cat/kitten showing signs of illness or distress. Failure to do so will render any guarantee null and void. All veterinary fees are the sole responsibility of the Buyer.
No Exchange. Notwithstanding Section 2.1, the Shareholders shall not be entitled to effectuate the Share Exchange if: (i) the outstanding Advances (as defined in the Revolving Loan Agreement) are equal to, or greater than, US$ 600,000, unless approved by Medigus, at its discretion, or (ii) an Event of Default (as defined in the Revolving Loan Agreement) has occurred.
No Exchange. In the event that neither Seller nor Purchaser elects to effectuate an Exchange, then the provisions of Section 20.1 shall be of no force or effect, and the Closing shall occur as otherwise provided in this Agreement.
No Exchange. (a) Subject to Section 5.2(b), if any of the events set forth in (i), (ii) or (iii) below occur prior to Closing, no shares of Company Class A Common Stock or Company Class B Common Stock and no Company Warrants will be issued to the Stockholders, no Closing shall occur, the Exchange shall not be effected and this Agreement shall immediately terminate (a "Reversion"):
(i) The Company shall have failed to receive by June 30, 2002 the necessary approvals under the HSR Act or the expiration or termination of any waiting period under the HSR Act shall not have occurred by such date;
(ii) any action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state or local jurisdiction to which any of the parties to this Agreement are subject (i) concerning the ownership of the Shares or the United Artists Warrants, (ii) wherein an unfavorable injunction, judgment, order, decree ruling or charge would (A) prevent consummation of the Exchange or any of the other transactions contemplated by this Agreement or (B) cause the Exchange or any of the transactions contemplated by this Agreement to be rescinded or voided following consummation; or
(iii) Xxxxxxx shall have failed to receive by June 30, 2002 the necessary landlord consents and waivers under those Xxxxxxx leases that the Company shall determine, in its sole and absolute discretion, are material to the operation of Xxxxxxx.
(b) Notwithstanding the foregoing provisions of Section 5.2(a), if holders of not less than two-thirds of the voting power at each of United Artists, Xxxxxxx, Regal and Regal CineMedia so determine, a Reversion shall not automatically occur and the Pre-Closing Period shall not automatically expire, despite the occurrence or non-occurrence of an event in Section 5.2(a)(i), Section 5.2(a)(ii) or Section 5.2 (a)(iii) above; provided, however, that in no event shall the Pre-Closing period extend beyond December 31, 2002.
No Exchange. Notwithstanding anything in this Section 11 to the contrary, each of the Limited Partners hereby agrees that, during the "No Exchange Period" (as defined in the Exchange Rights Agreement), it shall not be prohibited from tendering but shall be prohibited from settling any tender of its Limited Partnership Units for exchange or redemption under the Exchange Rights Agreement. All Limited Partnership Units acquired by the General Partner pursuant to the Exchange Rights Agreement shall automatically, and without further action required, be converted into and deemed to be an equal number of Limited Partnership Units in the Partnership owned by the General Partner, and all rights, title, interest, claim, cause of action, and the like of any Limited Partner arising out of such Limited Partnership Units so acquired and/or status and interest as a partner as a result thereof shall become the property of the General Partner in its entirety, and such Limited Partner shall have no further claim or interest therein or thereto.
No Exchange. The Company agrees not to exchange any Warrants during the period beginning on the Commencement Date and ending on the Exchange Date except pursuant to and in accordance with the Exchange Offer, the Consent Solicitation or as otherwise agreed to in writing by the parties hereto and permitted under applicable laws and regulations
