Restriction on Dispositions. Except as otherwise permitted by this Agreement, no Partner shall Dispose of all or any portion of its Interest.
Restriction on Dispositions. The issuance of the Warrants and the ----------------------------- Interests to be issued upon the exercise of the Warrants has not been registered under the Act pursuant to any registration statement. Stanford acknowledges that the Warrants and the Interests may not be transferred except pursuant to (i) an effective registration statement under the Act, or (ii) an exemption from registration under the Act permitting the disposition of such securities and upon delivery to the Partnership of an opinion of counsel, reasonably satisfactory to counsel for the Partnership, that such exemption from registration is available. Stanford agrees that any certificates representing the Warrants and Interests shall bear an appropriate restrictive legend to such effect.
Restriction on Dispositions. None of the Borrowers or the Material Subsidiaries will, directly or indirectly, sell, lease, assign, transfer, abandon, convey or otherwise dispose of any of its assets (including any capital stock of any Subsidiary or other corporation, any accounts receivable or Indebtedness owed to such Borrower and any leasehold interests), except as follows:
(i) a Borrower or a Material Subsidiary may sell inventory in the ordinary course of business;
(ii) a Borrower or a Material Subsidiary may, in the ordinary course of business, sell equipment, materials or supplies that are no longer required in the business of such Borrower or Material Subsidiary or that are worn-out or obsolete or trade in equipment in connection with the acquisition of replacement equipment;
(iii) a Borrower or a Material Subsidiary may:
(A) dispose of accounts receivable which are in default for collection purposes; and
(B) sell or dispose of accounts receivable to Xxxx & Talbot US or otherwise, in the ordinary course of business;
(iv) a Borrower or a Material Subsidiary may apply cash to acquire other assets and may dispose of marketable securities or other cash-equivalent assets for cash or other cash-equivalent assets;
(v) the Borrowers and the Material Subsidiaries, collectively, may dispose of property or assets not otherwise permitted under clauses (i) to (iv) above in any fiscal year not exceeding Cdn.$10,000,000 for individual assets and Cdn.$30,000,000 in aggregate based on net book value; and
(vi) Xxxx & Xxxxxx Canada may sell inventory and accounts receivable to the Limited Partnership pursuant to the Inventory and Receivables Sale Agreement, subject to the Liens created by the Security Documents. Nothing in this paragraph (c) shall restrict:
(vii) Xxxx & Talbot Canada from making any payment in respect of Indebtedness, from redeeming any shares in its capital or from paying cash dividends to any shareholder; or
(viii) the Limited Partnership from making any payment in respect of Indebtedness or from distributing any income or returning any capital to the Trust, provided that no Default has occurred, and that any such payment would not otherwise result in the occurrence of an Event of Default.
Restriction on Dispositions. Except as otherwise permitted by this Agreement, no Member shall Dispose of all or any portion of its Interest.
Restriction on Dispositions. Except as provided in Section 1.2, or except for any option transaction permitted pursuant to Section 4.10 of the Purchase Agreement, prior to the Termination Date (as defined below) Purchaser shall not, directly or indirectly, offer, sell, transfer, assign, contract to sell or otherwise dispose of (any such action, a "Disposition") any Common Shares or Warrant Shares acquired by and beneficially owned by Purchaser pursuant to the Purchase Agreement. A pledge of any such shares of Common Stock shall not constitute a Disposition hereunder if effected in compliance with Section 4.11 of the Purchase Agreement.
Restriction on Dispositions. The Borrowers will not, and will not permit any Wholly-Owned Subsidiary to, directly or indirectly, sell, lease, assign, transfer, abandon, convey or otherwise dispose of (any such action being herein called a "Disposition") any of its assets (including any capital stock of any Subsidiary or other corporation and any Investment by any Group Entity, other than an Investment permitted under paragraphs (g) or (h) below), except as follows:
(i) any Group Entity may, in the ordinary course of business, sell any inventory or other assets that are customarily sold by such Group Entity on an on-going basis as part of the normal operation of its respective business;
(ii) any Group Entity may, in the ordinary course of business, sell equipment, fixtures, materials or supplies that are no longer required in the business of such Group Entity or that are worn-out or obsolete;
(iii) any Group Entity may effect a Disposition of its assets on arms' length terms and for the lower of fair market value and book value if, after giving effect to such Disposition, the aggregate net proceeds of all assets disposed of by all Group Entities pursuant to this subparagraph (iii) in any one fiscal year would not exceed U.S.$500,000 (or the equivalent thereof in any other currency);
(iv) any Group Entity may repay Indebtedness permitted to be repaid under the terms of this Agreement;
(v) provided that no Default or Event of Default has occurred and is continuing as at the date of such Disposition, any Group Entity may effect a Disposition of all or any portion of its assets to any other Group Entity; and
(vi) any Group Entity may effect a Disposition of its assets on arms' length terms and for fair market value not otherwise permitted under subparagraphs (i) to (v) above, provided that, after giving effect to the Disposition:
(A) the aggregate net proceeds of all Dispositions in the current fiscal year is less than U.S.$500,000 (or the equivalent thereof in any other currency); or
(B) the aggregate net proceeds of all Dispositions in the current fiscal year is greater than or equal to U.S.$500,000 (or the equivalent thereof in any other currency) and the amount, if any, of the excess of such aggregate net proceeds over U.S.$500,000 (or the equivalent amount in any other currency), after the payment of any taxes arising therefrom, are used by the Group Entities to acquire assets of a similar nature and approximately equal value to be used in a business then being carried on by the Group...
Restriction on Dispositions. None of the Borrowers or the Material Subsidiaries will, directly or indirectly, sell, lease, assign, transfer, abandon, convey or otherwise dispose of any of its assets (including any capital stock of any Subsidiary or other corporation, any accounts receivable or Indebtedness owed to such Borrower and any leasehold interests), except as follows:
(i) a Borrower or a Material Subsidiary may sell inventory in the ordinary course of business;
(ii) a Borrower or a Material Subsidiary may, in the ordinary course of business, sell equipment, materials or supplies that are no longer required in the business of such Borrower or Material Subsidiary or that are worn-out or obsolete or trade in equipment in connection with the acquisition of replacement equipment;
(iii) a Borrower or a Material Subsidiary may dispose of accounts receivable which are in default for collection purposes and may dispose of accounts receivable to Xxxx & Talbot US in the ordinary course of business;
(iv) a Borrower or a Material Subsidiary may apply cash to acquire other assets and may dispose of marketable securities or other cash-equivalent assets for cash or other cash-equivalent assets;
(v) the Borrowers and the Material Subsidiaries, collectively, may dispose of property or assets not otherwise permitted under clauses (i) to (iv) above in any fiscal year not exceeding Cdn.$10,000,000 for individual assets and Cdn.$30,000,000 in aggregate based on net book value; and
Restriction on Dispositions. Without the consent of the General Partner to be withheld in its Sole Discretion, no Management Restricted Common Limited Partner or Series A Preferred Limited Partner may Dispose of all or any portion of its Partnership Interest. No other Limited Partner may Dispose of all or any portion of its Partnership Interest except in satisfaction of all the conditions set forth in Sections 16.6, 16.7 and 16.8. as applicable.
Restriction on Dispositions. From the date hereof until the Initial Closing Date, the Company shall not consummate any form of Disposition without the prior written consent of each of the Purchasers.
Restriction on Dispositions subject to Section 8.2(f) and other than Permitted Dispositions and any Swan Hills Sale Event, the Borrower shall not, and shall not permit any other Loan Party to, Dispose of any of their respective property or assets to any person if:
(i) such Disposition has or would reasonably be expected to have a Material Adverse Effect; or
(ii) if the net cash proceeds received by the Borrower and its Subsidiaries from all Dispositions (excluding Permitted Dispositions and any Swan Hills Sale Event) exceed, in the aggregate, Cdn. $100,000,000 (or the Equivalent Amount thereof in any other currency); for certainty, the Borrower shall not Dispose of all or any part of the Swan Hills Project in one or more transactions where the cumulative net cash proceeds in respect thereof received by the Borrower on the date thereof is less than Cdn. $85,000,000;
