RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION Sample Clauses

RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. B6.1 The Corporation shall not take any corporate action or amend this Certificate of Designation (except to reduce the number of shares designated as Series B Junior Preferred Stock to the number of such shares which are then issued and outstanding) without the approval by majority vote or written consent of the holders of outstanding shares of Series B Junior Preferred Stock, voting as a single class, if such corporate action or amendment would change any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any shares of Series B Junior Preferred Stock without similarly changing the rights, preferences, privileges of or limitations on all other classes or series of Parity Stock. Without limiting the generality of the preceding sentence, the Corporation will not amend this Certificate of Designation or take any other corporate action without the approval of the holders of outstanding shares of Series B Junior Preferred Stock if such amendment or corporate action would: (a) authorize, create or issue, or obligate the Corporation to authorize, create or issue, additional shares of Series B Junior Preferred Stock; or (b) reduce the amount payable to the holders of Series B Junior Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; or (c) adversely affect the liquidation preferences, dividend rights or voting rights of the holders of Series B Junior Preferred Stock; or (d) cancel or modify the conversion rights of the holders of Series B Junior Preferred Stock provided for in Section B5 herein. B6.2 The Corporation shall not take any corporate action or amend its Certificate of Incorporation without the approval by majority vote or written consent of the holders of
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RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. Without the approval by vote or written consent of the holders of at least two-thirds of the then outstanding shares of Series A Preferred Stock, the Corporation shall not amend its Certificate of Incorporation or Bylaws or take any corporate action, if such corporate action would change any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any shares of Series A Preferred Stock. Without limiting the generality of the preceding sentence, the Corporation will not amend its Certificate of Incorporation or take any other corporate action without the approval by the holders of at least two-thirds of the then outstanding shares of Series A Preferred Stock, if such amendment or corporate action would: 6.1 in any manner alter or change the designation or the powers, preferences or rights or the qualifications, limitations or restrictions of the Series A Preferred Stock; or 6.2 increase or decrease the authorized number of shares of Series A Preferred Stock.
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RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. The approval by vote of the holders of at least a majority of the outstanding shares of Class A Convertible Preferred Stock, voting as a single class, each share of Class A Convertible Preferred Stock to be entitled to one vote in each instance, shall be required for any action by the Corporation or any amendment to the corporate charter if such corporate action or amendment would (i) change or limit any of the rights, preferences, or privileges of the Class A Convertible Preferred Stock, or (ii) authorize, create, or issue, or obligate the Corporation to authorize, create, or issue, additional shares of Class A Convertible Preferred Stock or shares of any other class or series of stock having rights, preferences, or privileges senior to or on a parity with those of the Class A Convertible Preferred Stock.
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RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. For so long as any shares of Series E Preferred Stock are outstanding, the affirmative vote of the Applicable Percentage of Series E Preferred Stock outstanding voting as a separate class shall be required to authorize, any action by the Corporation or any of its Subsidiaries involving any of the following: (a) the authorization, designation, creation, reclassification or Issuance of (i) any class or series of capital stock of the Corporation or any of its Subsidiaries, including without limitation, any Preferred Stock pursuant to Section A of this, (ii) any bonds, debentures, notes or other debt security of the Corporation or any of its Subsidiaries, or (iii) any securities, bonds, debentures, notes or other obligations directly or indirectly convertible into or exercisable or exchangeable for, or having optional rights to purchase or otherwise acquire, any class or series of capital stock of the Corporation or any of its Subsidiaries, other than Excluded Securities of any kind described in clauses (A) through (F), inclusive, of Section 5.3(a)(vii) of this Article IV; (b) any increase or decrease in the authorized number of shares of capital stock of the Corporation or any of its Subsidiaries or the number of designated shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, or Series E Preferred Stock; (c) any amendment, alteration, restatement, repeal, addition or other change to the designations, powers, preferences, rights, privileges or qualifications, limitations or restrictions of any series of Preferred Stock, whether by merger, consolidation, recapitalization, reorganization or otherwise; (d) the declaration or payment of any dividends, payments or any other distribution, direct or indirect, on account of any securities of the Corporation or any of its Subsidiaries, or the set aside of any funds for any such purpose, except for (i) the Series E Preferred Dividends, (ii) dividends or distributions on outstanding shares of Common Stock payable solely in shares of Common Stock, (iii) dividends and distributions made in accordance with the express terms of any capital stock issued with the approval of the Applicable Percentage of Series E Preferred Stock, voting as a separate class, in accordance with Section of this, and (iv) dividends, payments and distributions by Subsidiaries of the Corporation to the Corporation; (e) the redemption, repurchase, retirement or other acquisition by the Corpo...
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RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. The Corporation shall not take any corporate action or amend its Certificate of Incorporation or this Certificate of Designation (except to reduce the number of shares designated as Series A Preferred Stock to the number of such shares which are then issued and outstanding) without the approval by vote or written consent of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting as a single class, each share of Series A Preferred Stock to be entitled to one vote in each instance, if such corporate action or amendment would change any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any shares of Series A Preferred Stock. Without limiting the generality of the preceding sentence, the Corporation will not amend its Certificate of Incorporation or this Certificate of Designation or take any other corporate action without the approval by the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting as a single class, if such amendment or corporate action would: (a) cause or authorize the Corporation to redeem, purchase or otherwise acquire for value (or pay into or set aside for a sinking fund for such purpose), any share or
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RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. At any and all times that the Holder holds this Warrant or any Warrant Shares, in addition to any rights provided by law, the Company shall not, and shall not permit any subsidiary, without the written consent of the Holder, which consent will not be unreasonably withheld, to merge or consolidate with or into another corporation (other than the Company or any wholly-owned subsidiary of the Company) (wholly-owned subsidiary shall mean any corporation or trust of which the Company directly or indirectly owns at the time all of the outstanding equity securities and a subsidiary shall mean any corporation or trust, other than a wholly-owned subsidiary, of which the Company directly or indirectly owns at the time a majority of the outstanding voting securities), liquidate, wind up or dissolve, or sell, assign, lease or otherwise dispose of or voluntarily part with the control of (whether in one transaction or a series of transactions) all, or substantially all, of its assets, including intellectual property.
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RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. At any and all times ------------------------------------------------ prior to the Time that the Holder holds this Warrant, the Issuer shall not, and shall not permit any Subsidiary to, without the written consent of the Holder, which consent will not be unreasonably withheld, merge or consolidate with or into another corporation (other than the Issuer or any wholly-owned subsidiary of the Issuer), liquidate, wind up or dissolve, or sell, assign, lease or otherwise dispose of or voluntarily part with the control of (whether in one transaction or a series of transactions) all, or substantially all, of its assets, including intellectual property, unless in the case of a merger or consolidation, the Issuer is the surviving Person or, if it is not the surviving Person, the surviving Person agrees to be bound by the terms and conditions of this Warrant.
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RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. 29 8. No Dilution or Impairment ................................30 9.
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Related to RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION

  • Restrictions and Limitations (a) The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust or to any officer, director, or stockholder (or partner of a stockholder) of, or person financially interested in, the investment adviser or any underwriter of the Trust, or to the investment adviser of the Trust or to any underwriter of the Trust. (b) The Trust shall not restrict the transferability or negotiability of the shares of the Trust, except in conformity with the statements with respect thereto contained in the Trust's Registration Statement, and not in contravention of such rules and regulations as the SEC may prescribe. (c) The Trust shall not permit any officer or Trustee of the Trust, or any officer, director, or stockholder (or partner of a stockholder) of the investment adviser or any underwriter of the Trust to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or trust in which he has a financial interest; provided that the foregoing provisions shall not prevent, to the extent consistent with applicable securities laws: (1) officers and Trustees of the Trust from buying, holding, redeeming, or selling shares in the Trust, or from being officers, directors, or stockholders (or partners of a stockholder) of or otherwise financially interested in the investment adviser or any underwriter of the Trust; (2) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the investment adviser or any underwriter of the Trust, if such transactions are not prohibited by the 1940 Act or have been exempted by SEC order from the prohibitions of the 1940 Act; (3) purchases of investments for the portfolio of the Trust through a securities dealer who is, or one or more of whose partners, stockholders, officers, or directors is, an officer or Trustee of the Trust, if such transactions are handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services; (4) employment of legal counsel, registrar, transfer agent, dividend disbursing agent, or custodian who is, or has a partner, stockholder, officer, or director who is, an officer or Trustee of the Trust, if only customary fees are charged for services to the Trust; (5) sharing statistical research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust is an officer, trustee, or director or otherwise financially interested.

  • Restrictions on Subsidiaries Except for restrictions contained in this Agreement or any other agreement with respect to Indebtedness of any Borrower or Guarantor permitted hereunder as in effect on the date hereof, there are no contractual or consensual restrictions on any Borrower or Guarantor or any of its Subsidiaries which prohibit or otherwise restrict (a) the transfer of cash or other assets (i) between any Borrower or Guarantor and any of its or their Subsidiaries or (ii) between any Subsidiaries of any Borrower or Guarantor or (b) the ability of any Borrower or Guarantor or any of its or their Subsidiaries to incur Indebtedness or grant security interests to Agent or any Lender in the Collateral.

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • Conditions and Limitations The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.

  • No Restrictions on Subsidiaries No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to an exchange of all of its Partnership Units pursuant to Section 8.4. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner. (c) Subject to 9.2(d), (e) and (f) below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such Person(s), of which trust such Limited Partner or any such Person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code. (f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (g) Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. (h) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

  • Restrictions on Future Agreements Grantor agrees that, until the Liabilities shall have been paid and satisfied in full and all of the Financing Agreements shall have been terminated, Grantor shall not, without the prior written consent of Agent, sell or assign its interest in any Trademark or enter into any other agreement with respect to any Trademark which would affect the validity or enforcement of the rights transferred to Agent under this Security Agreement.

  • Exceptions and Limitations For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this Public License does not apply, and You do not need to comply with its terms and conditions.

  • Restrictions on Liens Create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible, including, without limitation, the Borrowing Base Properties), whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse) or assign any right to receive income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, or grant rights with respect to, or otherwise encumber or create a security interest in, such property or assets (including, without limitation, any item of Collateral) or any portion thereof or any other revenues therefrom or the proceeds payable upon the sale, transfer or other disposition of such property or asset or any portion thereof, or permit or suffer any such action to be taken, except the following (singly and collectively, “Permitted Liens”): 8.2.1 Liens created by the Loan Documents; 8.2.2 Liens to secure Permitted Debt that by the terms of Section 8.4 is permitted to be secured, provided that (x) the Borrower will be in compliance with the Financial Covenants considering the consequences of the granting of any such Lien and (y) no such Lien shall be secured by any Borrowing Base Property, the ownership interest in any Borrowing Base Property Owner, or any other assets of any Borrowing Base Property Owner; 8.2.3 Liens for taxes, assessments or other governmental charges not yet delinquent or which are being diligently contested in good faith and by appropriate proceedings, if (x) to the extent such contest concerns a Borrowing Base Property, reasonable reserves in an amount not less than the tax, assessment or governmental charge being so contested shall have been established in a manner reasonably satisfactory to the Administrative Agent or deposited in cash (or cash equivalents) with the Administrative Agent to be held during the pendency of such contest, or such contested amount shall have been duly bonded in accordance with applicable law, (y) no imminent risk of sale, forfeiture or loss of any interest in any Borrowing Base Property or the Collateral or any part thereof arises during the pendency of such contest and (z) such contest does not have and could not reasonably be expected to have a Material Adverse Effect; 8.2.4 Liens in respect of property or assets imposed by law, which do not secure Debt, such as judgment Liens (provided such judgment Liens do not cause the occurrence of an Event of Default under Section 10.1), carriers’, warehousemen’s, material men’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, (x) which, except for such judgment Liens, do not in the aggregate materially detract from the value of any property or assets or have, and could not reasonably be expected to have, a Material Adverse Effect, (y) which, except for such judgment Liens, are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien, and (z) which as to any Borrowing Base Property do not have a lien priority prior to the Lien in favor of the Administrative Agent, for the benefit of the Lenders, with respect to the Obligations, including, without limitation, any future Loan Advances; 8.2.5 Personal property financing leases entered into in the ordinary course of business with respect to equipment, fixtures, furniture, furnishings and similar assets.

  • Certain Restrictions on Subsidiaries The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property to the Borrower by any Subsidiary; provided that the foregoing shall not apply to (i) indentures, agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby (provided that such restrictions would not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder or under the Security Documents or restrict any Subsidiary in any manner from performing its obligations under the Loan Documents) and (ii) indentures, agreements, instruments or other arrangements pertaining to any lease, sale or other disposition of any asset permitted by this Agreement or any Lien permitted by this Agreement on such asset so long as the applicable restrictions only apply to the assets subject to such lease, sale, other disposition or Lien.

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