Organization Restrictions Sample Clauses

Organization Restrictions. (a) Each Loan Party and Loan Party Member shall at all times be a Single Purpose Entity. Each Loan Party shall not (i) make or permit any change, amendment or modification to any of its organizational documents that would be material and adverse to the interests of Agent or Lenders or (ii) terminate or cancel or permit any termination or cancellation of its organizational documents, in each case without the prior consent of the Requisite Lenders (which consent shall not be unreasonably withheld, conditioned or delayed). Each Loan Party shall not take or permit any action which would result in a Loan Party not being a Single Purpose Entity.
Sample 1
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Organization Restrictions. Borrower shall at all times be a Special Purpose Entity. Without limiting the foregoing, Borrower shall not engage in any business other than that related to the acquisition, ownership, construction, management, development, financing, leasing, sale, maintenance, marketing and operation of the Premises. Borrower shall not directly or indirectly make or permit any change, amendment or modification to its operating agreement or other organizational document of Borrower in any manner that (i) violates the single purpose covenants set forth in this Section 7.21 or (ii) amends, modifies or otherwise changes any provision thereof that cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified, without Agent’s consent, and such documents shall not be terminated or cancelled, without the prior consent of Agent. Borrower shall not directly or indirectly take or permit any action which could result in Borrower not being a Special Purpose Entity.
Sample 1
Organization Restrictions. Each of Borrower and Property Owner shall at all times be a Special Purpose Bankruptcy Remote Entity. Without limiting the foregoing, Borrower shall not, and shall not permit Property Owner to, engage in any business other than that related to the acquisition, ownership, construction, management, development, financing, leasing, sale, maintenance, marketing and operation of the Premises, and, as applicable, Property Owner, in accordance with the terms of the Loan Documents. Borrower shall not, and shall not permit Property Owner to, directly or indirectly make or permit any change, amendment or modification to its operating agreement or other organizational document of Borrower or Property Owner in any manner that (i) violates the single purpose covenants set forth in this Section 7.21 or (ii) amends, modifies or otherwise changes any provision thereof 91 that cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Agent’s consent, and such documents shall not be terminated or cancelled, without the prior consent of Agent. Borrower shall not, and shall not permit Property Owner to, directly or indirectly take or permit any action which could result in Borrower or Property Owner not being a Special Purpose Bankruptcy Remote Entity. Without limiting Section 7.16 hereof, Borrower shall not permit any other Person to become a member of Borrower or Property Owner except in connection with a Permitted Transfer.
Sample 1
Organization Restrictions. Each of Borrower and Borrower GP shall at all times be a Special Purpose Bankruptcy Remote Entity. Without limiting the foregoing, Borrower shall not engage in any business other than that related to the acquisition, ownership, construction, management, development, financing, leasing, sale, maintenance, marketing and operation of the Premises in accordance with the terms of the Loan Documents. Borrower shall not directly or indirectly make or permit any change, amendment or modification to the Borrower Partnership Agreement or other organizational document of Borrower or any Borrower GP, and such documents shall not be terminated or cancelled, without the prior consent of Agent. Borrower shall not directly or indirectly take or permit any action which could result in Borrower or Borrower GP not being a Special Purpose Bankruptcy Remote Entity.
Sample 1
Organization Restrictions. Each of Borrower and Borrower GP shall at all times be a Special Purpose Bankruptcy Remote Entity. Without limiting the foregoing, Borrower shall not engage in any business other than that related to the acquisition, ownership, construction, management, development, financing, leasing, sale, maintenance, marketing and operation of the Premises in accordance with the terms of the Loan Documents. Borrower shall not directly or indirectly make or permit any change, amendment or modification to the Borrower Partnership Agreement or other organizational document of Borrower or any Borrower GP, and such documents shall not be terminated or cancelled, without the prior consent of Agent. Borrower shall not directly or indirectly take or permit any action which could result in Borrower or Borrower GP not being a Special Purpose Bankruptcy Remote Entity. ________________________________________________________________________________________________________________________
Sample 1
Organization Restrictions. Each of Borrower and Operating Lessee shall at all times be a Special Purpose Bankruptcy Remote Entity. Without limiting the foregoing, neither Borrower nor Operating Lessee shall engage in any business other than that related to the acquisition, ownership, construction, management, development, financing, leasing, sale, maintenance, marketing and operation of the Premises in accordance with the terms of the Loan Documents. Neither Borrower nor Operating Lessee shall, directly or indirectly make or permit any material amendment or modification to its operating agreement or other organizational document of Borrower or Operating Lessee, and such documents shall not be terminated or cancelled, without the prior consent of Agent. Neither Borrower nor Operating Lessee shall directly or indirectly take or permit any action which could result in Borrower or Operating Lessee not being a Special Purpose Bankruptcy Remote Entity.
Sample 1
Organization Restrictions. Borrower shall at all times be a Special Purpose Bankruptcy Remote Entity. Without limiting the foregoing, Borrower shall not engage in any business other than that related to the acquisition, ownership, construction, management, development, financing, leasing, sale, maintenance, marketing and operation of the Premises in accordance with the terms of the Loan Documents. Borrower shall not directly or indirectly make or permit any change, amendment or modification to the Borrower Operating Agreement or other organizational document of Borrower in any manner that (i) violates the single purpose covenants set forth in this Section 5.21 or Exhibit D attached hereto or (ii) amends, modifies or otherwise changes any provision thereof that cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Agent’s consent or that would constitute a Default or Event of Default if amended, modified or otherwise changed pursuant to any other provision of the Loan Documents, and such documents shall not be terminated or cancelled, without the prior consent of Agent. Borrower shall not directly or indirectly take or permit any action which could result in Borrower not being a Special Purpose Bankruptcy Remote Entity.
Sample 1
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Related to Organization Restrictions

  • Ownership Restrictions Notwithstanding any other provision in the Deposit Agreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described in this Section 3.5.

  • Business Restrictions The Issuer shall not (i) engage in any business or transactions, or be a party to any documents, agreements or instruments, other than the Transaction Documents or those incidental to the purposes thereof, or (ii) make any expenditure for any assets (other than Receivables) if such expenditure, when added to other such expenditures made during the same calendar year would, in the aggregate, exceed Ten Thousand Dollars ($10,000); provided, however, that the foregoing will not restrict the Issuer’s ability to pay servicing compensation as provided herein and, so long as no Default, Event of Default or Rapid Amortization Event shall have occurred and be continuing, the Issuer’s ability to make payments or distributions legally made to the Issuer’s members.

  • Lock-Up Restrictions The Optionee hereby agrees to any lockup of the Shares which the Board of Directors of the Company requests when requested by an investment banker or underwriter providing financing to the Company.

  • Compliance; Permits; Restrictions 23 3.12 Litigation............................................................ 23 3.13 Brokers' and Finders' Fees............................................ 24 3.14

  • Voting Restrictions The Investor shall not be subject to voting or other restrictions arising under any applicable "anti-takeover" laws, rules or regulations.

  • Stock Restrictions Optionee understands that at the time of the execution of this Option Agreement, the shares of the Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities law, and that the Company currently does not intend to effect any such registration. Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall be purchased by Optionee for investment without a view to distribution within the meaning of the Act, and shall not be sold, transferred, assigned, pledged, or hypothecated unless such transfer has been registered under the Act and applicable state securities laws, or the transfer duly qualifies for an applicable exemption from the registration requirements of the Act and any applicable state securities laws. In any event, Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Optionee agrees that (i) the certificates representing the shares of the Stock purchased under this Option may bear such restrictive legend or legends as the Company's legal counsel deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of the Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities laws, and (iii) the Company may give related instructions to its transfer agent to stop registration of the transfer of the shares of Stock purchased under this Option.

  • Distribution Restrictions The Employer must elect in Section 6.03 the Adoption Agreement the distribution events permitted under the Plan. The distribution events applicable to the Participant's Deferral Contributions Account, Qualified Nonelective Contributions Account and Qualified Matching Contributions Account must satisfy the distribution restrictions described in paragraph (m) of Section 14.03.

  • Standstill Restrictions Section 6.1 Until the later of (x) the time that the Investor’s Ownership Percentage is less than 25% of the Common Stock on an as-converted basis and (y) the third anniversary of the date hereof (and, in the case of (iv) – (vii), only for so long as the designees of Investor under section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Preferred Shares, Warrant, Common Stock acquired upon conversion of such Preferred Shares and exercise of the Warrant and any Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon or as otherwise would not increase the Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investor and Investor Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b) and the Series A Certificate of Designations, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of the Series A Certificate of Designations from exercising their fiduciary duties or powers as directors.

  • EXPORT RESTRICTIONS EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund hereby authorizes Custodian to report its name and address to government agencies to which Custodian is required to provide such information by law.

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

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