Prohibited Investment. The proposed acquisition of the Shares by such Stockholder will not result in a violation by such Stockholder of any United States federal, state, foreign or other laws, rules or regulations (including, without limitation, anti-money laundering laws, rules and regulations) applicable to such Stockholder and no capital contribution to the Company by such Stockholder will be derived from any illegal or illegitimate activities. • Prohibited Stockholders. Such Stockholder understands that federal regulations and executive orders administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals.1 Such Stockholder represents and warrants that it is not a Person named on an OFAC list, nor is such Stockholder a Person with whom dealings are prohibited under any OFAC regulation.
Prohibited Investment. The purchase of an interest in the Partnership, or a contribution to the Partnership, by Partners acting, directly or indirectly, in contravention of any applicable money laundering regulations or conventions of the United States or other international jurisdictions, or on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that are included on any relevant lists maintained by the United Nations, the North Atlantic Treaty Organization, the Organization of Economic Cooperation and Development, the Financial Action Task Force, the U.S. Office of Foreign Assets Control, the U.S. Securities and Exchange Commission and the U.S. Internal Revenue Service, all as may be amended from time to time.
Prohibited Investment o The Sub-Advisor assets are not expected to be invested in Regulation S securities; GICs; commodities; currencies; futures; swaps; forward contracts; straddles; spreads; caps; floors; collars; foreign exchange contracts; any other securities related to managing interest rate or currency risk; securities issued by states, municipalities and their agencies; direct investments in real estate (including mortgages, leasebacks, land loans, trust deeds and equity real estate but not including REITs); direct investments in oil, gas or other mineral exploration (including leases, mineral rights and royalty contracts); derivatives other than the types permitted elsewhere in the guidelines; art objects or other collectibles; venture capital securities; purchases for the purpose of exercising control or management; securities issued by the Sub-Advisor; and fixed income (other than cash and cash equivalents or other fixed income instruments permitted by these guidelines). o The Sub-Advisor assets are not expected to be invested in puts, calls, options and warrants except that the Fund may receive them from an issuer as a result of a corporate action with respect to a security held by the Fund. o The Sub-Advisor shall not engage in short sales; margin; lending cash or securities; and mortgaging, pledging or hypothecating any Sub-Advisor assets.
Prohibited Investment. The proposed acquisition of the Purchased Shares by Purchaser will not result in a violation in any material respect by Purchaser of any United States federal, state, foreign or other laws, rules or regulations (including, without limitation, anti-money laundering laws, rules and regulations) applicable to Purchaser.
Prohibited Investment. The proposed acquisition of the Acquiror Shares by the Investor will not directly or indirectly contravene United States federal, state, foreign or other laws, rules or regulations (including anti-money laundering laws, rules and regulations).
Prohibited Investment. Without the prior written consent of Ventas SSL or Ventas, Inc., neither SSLI nor US Manager nor CAN Manager nor any of their respective Affiliates (each a “Sunrise Party” and collectively the “Sunrise Parties”) shall become a party to, or participate in, or directly or indirectly consent to or approve, any transaction or arrangement involving the direct or indirect investment in any Sunrise Party by any healthcare real estate investment trust having undepreciated total assets of more than Ten Billion US Dollars ($10,000,000,000.00) as of the Agreement Date (herein, a “$10B HCREIT”) or by any Person (herein, a “Section 2.3 Person”) as to which, at the time of any such transaction or the commencement of any such arrangement, fifty percent (50%) or more of the consolidated gross revenues or consolidated net operating income of such Person and its consolidated Affiliates (in each case, as determined in accordance with GAAP and for the current fiscal year and/or the fiscal year preceding such current fiscal year and/or the fiscal year following such current fiscal year of such Person and its consolidated Affiliates) has historically been generated or received, or on a pro forma basis (taking into account pending, announced and completed transactions) is expected to be generated or received, in either case directly or indirectly, from facilities or properties owned or controlled by a $10B HCREIT and/or its Affiliates. The foregoing shall not be deemed to prohibit the following transactions to the extent they are entered into by a Sunrise Party(ies) in the ordinary course of its (their) business (and, in such regard, it is agreed by the parties that the public filing by any Sunrise Party(ies) with the SEC (as defined in Section 18.5(c) hereof) of a Form 8-K report relative to a particular transaction shall not, by itself, mean that such transaction is outside of the ordinary course of its (their) business):
