PLEDGE AND HYPOTHECATION PROHIBITED Sample Clauses

PLEDGE AND HYPOTHECATION PROHIBITED. In the case of Securities other than Preferred Stock, no Holder (other than any Persons not a party to this Agreement who acquire such Securities pursuant to a registration statement ("PUBLIC TRANSFEREES")) shall, prior to a Qualified Public Offering, in any manner pledge, hypothecate or encumber, or grant options with respect to, any such Securities held by such Holder, unless such Holder obtains the prior (i) written approval of the Executive Committee and (ii) written agreement of the designated assignee or secured party to acknowledge, accept and agree to be bound by the terms of this Agreement. No Holder of Preferred Stock (other than any Public Transferee) shall, in any manner pledge, hypothecate or encumber, or grant options with respect to any shares of Preferred Stock held by such Holder, unless such Holder obtains the prior (i) written approval of the Executive Committee and (ii) written agreement of the designated assignee or secured party to acknowledge, accept and agree to be bound by the terms of this Agreement.
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PLEDGE AND HYPOTHECATION PROHIBITED. Prior to a Public Offering, without the prior written consent of the Majority Holders, no Holder (other than the TCW Funds and Xxxxxx) shall in any manner pledge, hypothecate or encumber, or grant options with respect to, any Securities; provided that any pledgee or other potential Transferee of the TCW Funds or Xxxxxx shall agree to be bound by the provisions of this Agreement with respect to any Securities that are Transferred as a result of any such pledge, hypothecation, encumbrance or other option grant pursuant to this Section 2(b).
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PLEDGE AND HYPOTHECATION PROHIBITED. No Shareholder shall in any manner pledge, hypothecate or encumber, or grant options with respect to his, her or its shares of Common Stock or options or warrants to acquire Common Stock during the Transfer Term.
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PLEDGE AND HYPOTHECATION PROHIBITED. No Stockholder shall in any manner pledge, hypothecate or encumber his, her or its Tech Securities in favor of any Person, or grant options with respect to his, her or its Securities to any Person, without the prior written consent of the Board of Directors of Tech and Tandowski (so long as he holds any Tech Securities).
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PLEDGE AND HYPOTHECATION PROHIBITED. No Management Holder shall in any manner pledge, hypothecate or encumber, or grant options with respect to, his, her or its Stock.
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PLEDGE AND HYPOTHECATION PROHIBITED. Prior to an Initial Public Offering, without the prior written consent of the Majority Preferred Holders, TCR Holding shall not in any manner pledge, hypothecate or encumber, or grant options with respect to, any Securities; provided that, notwithstanding this restriction, TCR Holding (i) may pledge its Common Shares to TEC solely for the purpose of securing repayment (not to exceed $50 million in aggregate principal amount) under the promissory note dated October 1, 1998 originally issued by TARC to TEC (which note was assumed on the date hereof by TCR Holding), (ii) may subject its Common Shares to the forced sale right granted in the Certificate of Designations of the Class A Voting Preferred Stock, Series A, par value $.01 per share, of TCR Holding or (iii) may pledge its Common Shares to TARC solely for the purpose of securing payment (not to exceed $920 million in aggregate principal amount) under the intercompany note to be issued to TARC upon exchange of the Class A Voting Preferred Stock, Series A, par value $.01 per share, of TCR Holding.
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PLEDGE AND HYPOTHECATION PROHIBITED. Prior to a Qualified Public Offering, no Holder (other than any Persons not a party to this agreement who acquire shares pursuant to a registration statement ("PUBLIC TRANSFEREES")) shall in any manner pledge, hypothecate or encumber, or grant options with respect to, any Securities held by such Holder, unless such Holder obtains the prior (i) written approval of the Executive Committee and (ii) written agreement of the designated assignee or secured party to acknowledge, accept and agree to be bound by the terms of this Agreement.
Sample 1
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PLEDGE AND HYPOTHECATION PROHIBITED. Prior to an Initial Public Offering, without the prior written consent of the Majority Voting Holders, no Holder (other than the TCW Funds) shall in any manner pledge, hypothecate or encumber, or grant options with respect to, any Securities; provided that, notwithstanding this restriction, TARC may pledge its Securities to TEC solely for the purpose of securing repayment (not to exceed $920 million in aggregate principal amount) under the intercompany note dated June 13, 1997, as amended, issued by TARC to TEC.
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Related to PLEDGE AND HYPOTHECATION PROHIBITED

  • Compliance with U.S. Securities Laws Notwithstanding any provisions in this ADR or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

  • Prohibition on Transfer The Participant recognizes and agrees that all Granted Shares which are subject to the Lapsing Repurchase Right may not be sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or by operation of law, other than to the Company (or its designee). However, the Participant, with the approval of the Administrator, may transfer the Granted Shares for no consideration to or for the benefit of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of the Participant’s Immediate Family or to a partnership or limited liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the Administrator may establish, and the transferee shall remain subject to all the terms and conditions applicable to this Agreement prior to such transfer and each such transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer. The term “Immediate Family” shall mean the Participant’s spouse, former spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers, nieces and nephews and grandchildren (and, for this purpose, shall also include the Participant. The Company shall not be required to transfer any Granted Shares on its books which shall have been sold, assigned or otherwise transferred in violation of this Subsection 2.1(e), or to treat as the owner of such Granted Shares, or to accord the right to vote as such owner or to pay dividends to, any person or organization to which any such Granted Shares shall have been so sold, assigned or otherwise transferred, in violation of this Subsection 2.1(e).

  • Prohibition on Transfers During the term of this Agreement, each Shareholder hereby severally as to itself only, but not jointly with any other Shareholder, agrees not to Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest therein unless such Transfer is a Permitted Transfer.

  • Compliance with Applicable Law FNB and each of the FNB Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under, and have complied in all material respects with, all Laws applicable to FNB or any of the FNB Subsidiaries, including the Equal Credit Opportunity Act and Regulation B, the United States Foreign Corrupt Practices Act, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot) Act of 2001, the Bank Secrecy Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, Regulation O, any regulations promulgated by the Consumer Financial Protection Bureau or the OCC, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans and applicable limits on loans to one borrower, except where such failure to hold or such noncompliance is not reasonably likely to, either individually or in the aggregate, have a Material Adverse Effect on FNB. FNB and each of the FNB Subsidiaries have been and are in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE.

  • Litigation; Requirements of Law Except as disclosed in writing to Buyer, there is no action, suit, proceeding, investigation, or arbitration pending or, to the best knowledge of such Seller, threatened against such Seller or any of its assets, which is reasonably likely to have a Material Adverse Effect. Such Seller is in compliance in all material respects with all Requirements of Law. Such Seller is not in default in any material respect with respect to any judgment, order, writ, injunction, decree, rule or regulation of any arbitrator or Governmental Authority.

  • Certain Prohibited Transfers The Shareholder agrees not to, except as provided for in this Agreement or the Merger Agreement:

  • Repatriation Requirements The Employee agrees to promptly repatriate proceeds resulting from the sale of Shares acquired under the Program to a foreign currency account at an authorized bank in Russia if legally required at the time Shares are sold and to comply with all applicable local foreign exchange rules and regulations. Neither the Company nor any of its Subsidiaries shall be liable for any fines or penalties resulting from the Employee’s failure to comply with applicable laws.

  • Certain Actions Prohibited The Company will not, by amendment of its charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (ii) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

  • 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.

  • CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Advisor acknowledges that the Trustees retain ultimate plenary authority over the Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.

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