Qualification Status Sample Clauses

Qualification Status. Upon the delivery of a notice by the applicable Funding Agent of a request by Prologis to add an Eligible Affiliate as a Borrower or to add an existing Borrower to an Additional Tranche pursuant to Section 6.11.1 or 6.11.2, as applicable, the applicable Funding Agent shall request that each Applicable Tranche Lender represent and warrant to Prologis and Funding Agent as to whether such Applicable Tranche Lender is capable of making a Committed Loan to such Eligible Affiliate without the imposition of any withholding taxes. Each Lender agrees that it shall respond to any such request within three Business Days; provided that if an Applicable Tranche Lender does not respond within the required time period, then the applicable Funding Agent may deem such Applicable Tranche Lender to be unable to make a Committed Loan to such Eligible Affiliate without the imposition of a withholding tax. Furthermore, Global Administrative Agent may revise Annex 2 to the Assignment and Assumption reflecting a new Borrower or the addition of a Borrower to an Additional Tranche.
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Qualification Status. Upon the delivery of a notice by Administrative Agent of a request by Prologis to add an Eligible Affiliate as a Borrower or to add an existing Borrower to an Additional Tranche pursuant to Section 6.12.1 or 6.12.2, as applicable, Administrative Agent shall request that each Applicable Tranche Lender represent and warrant to Prologis and Administrative Agent as to whether such Applicable Tranche Lender is capable of making a Loan to such Eligible Affiliate without the imposition of any withholding taxes. Each Lender agrees that it shall respond to any such request within three Business Days; provided that if an Applicable Tranche Lender does not respond within the required time period, then Administrative Agent may deem such Applicable Tranche Lender to be unable to make a Loan to such Eligible Affiliate without the imposition of a withholding tax. Furthermore, Administrative Agent may revise Annex 2 to the Assignment and Assumption reflecting a new Borrower or the addition of a Borrower to an Additional Tranche. 16257277_9
Sample 1
Qualification Status. Assisting Party agrees to provide certain information to the Company to enable the Company’s officers to determine whether, under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and the regulations promulgated thereunder, Assisting Party meets the qualification and suitability requirements for an investment in the Series A Preferred. Assisting Party acknowledges and agrees that: (i) the Company will rely upon the information contained in the documents provided by Assisting Party for purposes of such determination, including, without limitation, the Qualification Questionnaire included as Exhibit A hereto; (ii) the Series A Preferred will not be registered under the Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Act; and (iii) purchase of the Series A Preferred will be solely for the account of the Assisting Party, and not for the account of any other person or with a view toward resale, assignment, fractionalization or distribution thereof.
Sample 1
Qualification Status. Upon the delivery of a notice by Administrative Agent of a request by Prologis to add an Eligible Affiliate as a Foreign Borrower pursuant to Section 3.11.1, Administrative Agent shall request that each Lender represent and warrant to Prologis and Administrative Agent as to whether such Lender is capable of making Loans to such Eligible Affiliate without the imposition of any withholding taxes. Each Lender agrees that it shall respond to any such request within three Business Days; provided that if a Lender does not respond within the required time period, then Administrative Agent may deem such Lender to be unable to make Loans to such Eligible Affiliate without the imposition of a withholding tax (and therefore to be a Non-Qualified Lender with respect to Loans to such Eligible Affiliate).
Sample 1
Qualification Status. Upon Logitech’s review of the information gathered, Logitech shall determine status of Supplier. Logitech may elect to assign Conditional Approval to Supplier on a short-term basis in cases where deficiencies are noted in the Supplier’s systems. In cases where Conditional Approval is assigned, an improvement plan shall be mutually agreed upon by both Logitech and Supplier. Only upon follow through by Supplier with the improvement plan and an acceptable rating from Logitech during a follow-up review shall Supplier be granted Fully-Approved status. Once Supplier has achieved Fully-Approved status, periodic follow-up surveys shall be performed by Logitech to ensure Supplier is meeting goals and improvements and Fully-Approved status of Supplier is still justified.
Sample 1

Related to Qualification Status

  • ORGANIZATION STATUS The Dealer Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

  • S Corporation Status The Company and Seller shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § 1361 and § 1362. The Company and Sellers shall not take or allow any action that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § 1361 and § 1362.

  • Blue Sky Qualification The purchase of Units under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Units from applicable federal and state securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.

  • New Registration Statement Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw the Shelf Registration and file a new registration statement (a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to the Company for such registration statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities to register a lesser amount of Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders. In the event the Company amends the Shelf Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement.

  • Qualification; Registration The Manager shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business and in which such qualification, formation or registration is required or desirable. The Manager, as an authorized person within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

  • Nasdaq Qualification The Shares to be issued shall be duly authorized for listing by Nasdaq, subject to official notice of issuance, to the extent required by the rules of Nasdaq.

  • Qualification Rights Masterworks will have the right to request that the Company qualify on Form 1-A, or a comparable form, the resale of any Class A shares beneficially owned by Masterworks or any entity administered by Masterworks. There are no limitations or restrictions on the size or frequency of such qualification requests, other than pursuant to applicable law, provided, that all costs associated with any such qualification shall be the responsibility of Masterworks.

  • State Blue Sky Qualification At your request, the Fund will take such steps as may be necessary and feasible to qualify Shares for sale in states, territories or dependencies of the United States, the District of Columbia, the Commonwealth of Puerto Rico and in foreign countries, in accordance with the laws thereof, and to renew or extend any such qualification; provided, however, that the Fund shall not be required to qualify shares or to maintain the qualification of shares in any jurisdiction where it shall deem such qualification disadvantageous to the Fund.

  • Registration Statement; Prospectus The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.

  • Disqualification of Form S-1 For a period equal to seven (7) years from the date hereof, the Company will not take any action or actions which may prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Warrants under the Act.

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