PSC, S Sample Clauses

PSC, S. A. shall maintain existing ownership in PSMT Caribe, Inc.
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PSC, S. A. PSC represents and warrants that it is a sociedad anonomia, duly organized and existing and is in good standing under the laws of the country of Panama; that the persons signing this agreement in behalf of PSC have been validly authorized to do so; that no other action is requisite to the execution and delivery of this Agreement by PSC; that no consents or waivers of or by any third party are necessary to permit consummation by the PSC of the transactions contemplated herein; that this Agreement has been and all documents to be delivered by PSC, will be authorized and properly executed and constitute or will constitute, as appropriate, the valid and binding obligations of PSC, enforceable in accordance with their terms; that the shareholders of PSC are those persons and entities identified in Schedule 1 to this Agreement; and that each shareholder of PSC shall not be permitted to sell, assign or otherwise transfer any of its shares in PSC: (i) to any person or entity which engages in a business which is similar to or competes with the Merchandise Business System; and (ii) without the prior written consent of PriceSmart, said consent not be unreasonably withheld and being premised upon the proposed transferee's: a) financial ability and status; b) moral character and standing in the proposed transferee's business community; and c) relationship with the countries in which Newco (or its subsidiaries) intends to conduct business.
Sample 1
PSC, S. A. and Credomatic each agree to indemnify and hold each other harmless from and against all claims and liabilities, losses, damages or injuries and all reasonable costs and expenses (including, without limitation, costs of any lawsuit and reasonable counsel fees related thereto) suffered or incurred by PSC, S.A. or Credomatic arising from any breach by the other party of its respective releases set forth above in this Section 2.12.
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PSC, S. A. undertakes to maintain a minimum net worth of ten million DOLLARS ($10,000,000.00) during the entire term of effectiveness of the debt. Likewise,
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PSC, S. A. undertakes to not diminish the interest that it currently has in PSMT CARIBE, INC., a company established and organized under the laws of the British Virgin Islands, with the exception that it may sell any part of its interest therein to PRICESMART, INC. PSMT Caribe, Inc. undertakes to maintain a minimum net worth of twenty five million dollars ($25,000,000.00) during the entire term of effectiveness of the debt. In the event that any of the GUARANTORS anticipate a variance from any of the above covenants, except wherein PRICESMART, INC. obtains greater percentage interest in PSMT CARIBE, INC., BORROWER and/or XXXXXXX XX XXXXX RICA, S.A., such GUARANTORS must obtains CREDITOR'S consent thereto with an advance sixty (60) days notice, which consent may be withheld at CREDITOR'S (sole) discretion.
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Related to PSC, S

  • DEPOSIT IN U.S. SECURITIES SYSTEMS The Custodian may deposit and/or maintain Securities in a Securities System within the United States in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, including Rule 17f-4 under the 1940 Act, and subject to the following provisions:

  • Reports Under Securities Exchange Act With a view to making available the benefits of certain rules and regulations of the Commission, including Rule 144, that may at any time permit an Investor to sell securities of the Company to the public without registration or pursuant to a registration on Form S-1 or Form S-3, the Company agrees to:

  • Reports Under Securities Exchange Act of 1934 With a view to making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration, the Company agrees to:

  • Securities System As used herein the term "Securities System" shall mean each of the following: (a) the Depository Trust Company; (b) the Participants Trust Company; (c) any book-entry system as provided in (i) Subpart0 of Xxxxxxxx Xxxxxxxx Xx. 000, 00XXX 306.115, (ii) SubpartB of Treasury Circular Public Debt Series No. 27-76, 31CFR 350.2, or (iii) the book-entry regulations of federal agencies substantially in the form of 31CFR 306.115; or (d) any domestic clearing agency registered with the Securities and Exchange Commission under Section17A of the Securities Exchange Act of 1934, as amended (or as may otherwise be authorized by the Securities and Exchange Commission to serve in the capacity of depository or clearing agent for the securities or other assets of investment companies) which acts as a securities depository and the use of which has been approved in Special Instructions. Use of a Securities System by the Custodian shall be in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions:

  • Obtaining Stock Exchange Listings The Company will from time to time take all commercially reasonable actions which may be necessary so that the Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which other shares of Common Stock are then listed.

  • Securities Sold In accordance with Instructions, the Custodian shall, with respect to a sale, deliver or cause to be delivered the Securities thus designated as sold to the broker or other person specified in the Instructions relating to such sale. Unless the Custodian has received Special Instructions to the contrary, such delivery shall be made only upon receipt of payment therefor in the form of: (a) cash, certified check, bank cashier's check, bank credit, or bank wire transfer; (b) credit to the account of the Custodian with a clearing corporation of a national securities exchange of which the Custodian is a member; or (c) credit to the Account of the Custodian with a Securities System, in accordance with the provisions of Section 4(b)(3) hereof. Notwithstanding the foregoing, the Custodian may deliver Securities and other Assets prior to receipt of payment for such Securities in accordance with Instructions, applicable laws, generally accepted trade practices, or the terms of the instrument representing such Security or other Asset. For example, Securities held in physical form may be delivered and paid for in accordance with "street delivery custom" to a broker or its clearing agent, against delivery to the Custodian of a receipt for such Securities, provided that the Custodian shall have taken reasonable steps to ensure prompt collection of the payment for, or return of, such Securities by the broker or its clearing agent, and provided further that the Custodian shall not be responsible for the selection of or the failure or inability to perform of such broker or its clearing agent or for any related loss arising from delivery or custody of such Securities prior to receiving payment therefor.

  • SECURITIES SYSTEMS The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.

  • Exchange Listing and Exchange Act Registration The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is included or approved for listing on the Nasdaq Capital Market and the Company has not taken any action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Nasdaq Capital Market, and the Company has not received any notification that the Commission or the Nasdaq Capital Market is contemplating terminating such registration or listing. The Company has complied in all material respects with the applicable requirements of the Nasdaq Capital Market for maintenance of inclusion of the Common Stock thereon. The Company has filed an application to include the Securities on the Nasdaq Capital Market. Except as previously disclosed to counsel for the Underwriters or as set forth in the Time of Sale Disclosure Package and the Prospectus, to the knowledge of the Company, no beneficial owners of the Company’s capital stock who, together with their associated persons and affiliates, hold in the aggregate 10% or more of such capital stock, have any direct or indirect association or affiliate with a FINRA member.

  • DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM (a) Notwithstanding the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that DTC’s Direct Registration System (“DRS”) and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.

  • Domestic Subcustodians and Securities Depositories The Custodian may deposit and/or maintain, either directly or through one or more agents appointed by the Custodian, Investments of the Fund in any Securities Depository in the United States, including The Depository Trust Company, provided such Depository meets applicable requirements of the Federal Reserve Bank or of the Securities and Exchange Commission. The Custodian may, at any time and from time to time, appoint any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund in the United States.

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