Redemption Restrictions. Notwithstanding any provision of this Agreement to the contrary, if any redemption of the Debentures or the Underlying Shares otherwise required under this Agreement or the Debentures would be prohibited in the absence of consent from any lender to the Company, or by the holders of any class of securities of the Company, the Company shall use its best efforts to obtain such consent as promptly as practicable after any such redemption is required. Interest payable by the Company with respect to any such redemption shall accrue in accordance with Section 4.19 until such consent is obtained. Nothing contained in this Section 4.21 shall be construed as a waiver by the Purchaser of any rights it may have by virtue of any breach of any representation or warranty of the Company herein as to the absence of any requirement to obtain any such consent.
Redemption Restrictions. In the event that the Management Company determines that special circumstances have arisen, which include but are not limited to, (i) situations in which there is a default or delay of payments to a Sub-Fund by its underlying investments; or (ii) when remittance or transfer of monies upon the redemption of Units is not reasonably practicable; or (iii) raising funds would be unduly burdensome to a Sub-Fund, the Management Company determines that special circumstances may resolve to delay payment of redemption proceeds in full or in part. Additionally, in the event redemption orders for a large number of units are received in respect of a Redemption Day, the Management Company may decide to postpone the execution of all redemption orders so received until equivalent Sub-Fund's assets have been sold, without undue delay. In the event that proper notices for redemptions in respect of a particular Redemption Day exceed a certain percentage of the latest available Net Asset Value (adjusted for any unaccounted but occurred subscriptions and/or redemptions) (the “Liquidity Gate Trigger”), as defined in Annex A for each Sub-Fund, the Management Company may decide to limit the proportion of Units available for redemption for that period to that number which represents, at the sole discretion of the Management Company, a reasonable estimate of the available liquidity in a Sub-Fund for that Redemption Day. The redemption proceeds will be distributed pro rata and pari passu to all affected Unitholders seeking redemption on that Redemption Day. Redemption of Units in excess of each affected redeeming Unitholder's pro rata portion shall be automatically carried forward to the next Redemption Day. Redemptions carried forward shall be treated equally with all other Unitholders seeking timely redemption of their Units on that same Redemption Day, without regard to whether or not redemption requests were given with respect to previous Redemption Days and subject always to the threshold for each Redemption Day as described above. The Management Company may in its sole discretion, suspend redemptions in any Sub-Fund
a. in order to effect orderly liquidation of all or some of the investments;
b. if the disposal of all or some of the investments is not reasonable or reasonably practicable;
c. when remittance or transfer of monies upon the redemption of Units is not reasonably practicable;
d. a decision is made to liquidate and wind down the Sub-Fund; or
Redemption Restrictions. Notwithstanding any provision of this Agreement to the contrary, if any redemption of Debentures, the Warrants, Underlying Shares or the Warrant Shares otherwise required under this Agreement, the Debenture, the Warrant, or the Registration Rights Agreement would be prohibited in the absence of consent from any lender of the Company or any of the Subsidiaries, or by the holders of any class of securities of the Company, the Company shall use its best efforts to obtain such consent as promptly as practicable after the redemption is required. Interest payable by the Company with respect to any such redemption shall continue to accrue in accordance with Section 4.20 until such consent is obtained. Nothing contained in this Section 4.22 shall be construed as a waiver by any of the Purchasers of any rights it may have by virtue of any breach of any representation or warranty of the Company herein as to the absence of any requirement to obtain any such consent.
Redemption Restrictions. The Managing Member may impose additional limitations and restrictions on Redemptions (including limiting Redemptions or creating priority procedures for Redemptions), to the extent it determines, in Good Faith, such limitations and restrictions to be necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code.
Redemption Restrictions. Customer may not redeem more than seventy-five percent (75%) of the Credits during the first half of the Term. A minimum of twenty-five percent (25%) of the credits should be used in the first half of the Term. Credits may not be used to purchase any other service or equipment.
Redemption Restrictions. Notwithstanding any provision of this Agreement to the contrary, if any redemption of the Shares otherwise required under this Agreement or the Conditions would be prohibited in the absence of consent from any lender to the Company or any of the Subsidiaries, or by the holders of any class of securities of the Company, the Company shall use its best endeavours to obtain such consent as promptly as practicable after any such redemption is required. The Company shall pay interest with respect to any such redemption at the rate specified in Clause 6 until such consent is obtained.
Redemption Restrictions. Borrower shall have no right to require the Holder to surrender the Note for redemption without the consent of the Holder except as described in this Note.
Redemption Restrictions. (a) Until the Vistana Redemption Restriction and the MVW Redemption Restriction have been eliminated in accordance with Section 3.02(c), (i) Marriott will maintain and enforce the MVW Redemption Restriction and the Vistana Redemption Restriction, and (ii) Marriott will maintain all necessary modifications to its IT systems to implement the enforcement of the MVW Redemption Restriction and the Vistana Redemption Restriction.
(b) (i) MVW and Marriott will each use commercially reasonable efforts to ensure that they accurately describe the MVW Redemption Restriction to their respective customers, potential customers, members and potential members; (ii) Marriott will use commercially reasonable efforts to ensure that it accurately describes the Vistana Redemption Restriction to its customers, potential customers, members and potential members; and (iii) Marriott will use commercially reasonable efforts to cause ILG to accurately describe the Vistana Redemption Restriction to its Vistana customers, potential customers, members and potential members.
(c) Marriott will eliminate both the Vistana Redemption Restriction and the MVW Redemption Restriction upon the earlier of (i) September 23, 2019 or (ii) such date as both MVW and ILG may mutually agree.
Redemption Restrictions. Notwithstanding any provision of this Agreement to the contrary, if any redemption of the Debentures or the Underlying Shares otherwise required under this Agreement or the Debentures would be prohibited in the absence of consent from any lender to the Company or any of the Subsidiaries, or by the holders of any class of securities of the Company, the Company shall use its commercially reasonable best efforts to obtain such consent as promptly as practicable after any such redemption is required. Interest payable by the Company with respect to any such redemption shall accrue in accordance with Section 4.19 until such consent is obtained. Nothing contained in this Section 4.21 shall be construed as a waiver by the Purchaser of any rights it may have by virtue of any breach of any representation or warranty of the Company herein as to the absence of any requirement to obtain any such consent.
Redemption Restrictions. Notwithstanding any provision of this Agreement to the contrary, if any redemption of the Debentures or the Underlying Shares otherwise required under this Agreement or the Debentures would be prohibited in the absence of consent from any lender to the Company, or by the holders of any class of securities of the Company, the Company shall use its best efforts to obtain such consent as promptly as practicable after any such redemption is required. Interest payable by the Company with respect to any such redemption shall accrue in accordance with Section 4.19 until such consent is obtained. Nothing contained in this Section 4.21 shall be construed as a waiver by the Purchaser of any rights it may have by virtue of any breach of any representation or warranty of the Company herein as to the absence of any requirement to obtain any such consent. No Other Registration Rights. During the period commencing on the date hereof and ending on the Post-Closing Date, the Company shall not file any registration statement that provides for the registration of shares of Common Stock to be sold by security holders of the Company, other than the Purchaser and/or its respective Affiliates or assigns, without the prior written consent of the Purchaser or its assigns, provided, however, that the limitation on the right to file registration statements contained in this Section 4.22 shall not apply to registration statements relating solely to (i) employee benefit plans, notwithstanding the inclusion of a resale prospectus for securities received under any such employee benefit plan, or (ii) business combinations not otherwise prohibited by the terms of this Agreement or the other Transaction Documents. This registration restriction is in addition to the Company's registration restrictions set forth in Section 4.24.
