Restrictions on Activities. Commencing as of the date first above written, and so long as the Company has an obligation under the Note, the Company shall not, directly or indirectly, without the Purchaser’s prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its business; (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business; (c) solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity in respect of any variable rate debt transactions (i.e., transactions were the conversion or exercise price of the security issued by the Company varies based on the market price of the common stock); (d) accept a Merchant-Cash-Advance in which it sells future receivables at a discount or any other factoring transactions, or similar financing instruments or financing transactions, whether a transaction similar to the one contemplated hereby or any other investment; or (e) Enter into a borrowing arrangement where the Company pays an effective APR greater than 20%.
Restrictions on Activities carry on any business other than as described in this Deed and the Mortgage Sale Agreement;
Restrictions on Activities. Notwithstanding any other provision contained in this Agreement:
(1) The Company will maintain financial statements, bank accounts, records, payroll and books of account separate and apart from the Member, any Affiliate or other Person;
(2) Funds and other assets of the Company shall be separately identified and segregated. All of the Company's assets shall at all times be held by or on behalf of the Company, and, if held by another Person, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Company. In no event shall any of the Company's assets be held on its behalf by any Affiliate;
(3) The Company will pay from its own funds and assets all obligations and indebtedness incurred by it and shall not pay the general overhead and expenses of the Member of the Company;
(4) Each of the Company and the Member of the Company will conduct its business solely in its own name so as not to mislead others as to the identity of the Member of the Company or the identity of the Company;
(5) The Company shall not guarantee the obligations or liabilities of any Person including the Member or Affiliate of the Company nor shall the Company hold out its credit as being available to satisfy the obligations or liabilities of any Person including the Member or Affiliate of the Company;
(6) All business transactions entered into by the Company with an Affiliate will be on terms and conditions that are not more or less favorable to the Company than terms and conditions available at the time to the Company for comparable transactions with Persons who are not Affiliates of the Company;
(7) The Company will at all times hold itself out to the public (including any Affiliate's creditors) as a separate and distinct entity operating under the Company's own name and the Company shall act solely in its own name and through its own authorized representatives;
(8) The Company will have a sufficient number of employees, or will contract for the use of a sufficient number of employees, in light of its stated business purpose, and will compensate all employees, in light of its stated business purpose, and will compensate all employees, consultants and agents directly, from the Company's bank accounts, for services provided to the Company by such employees, consultants and agents, except to the extent that any employee, consultant or agent of the Company is also an employee, consultant or agent of any Affiliate(s) and the compensation of such em...
Restrictions on Activities. For a period commencing on the date hereof and continuing for 30 months from the last date an investor list in a Krupx Xxxd is delivered to Liquidity in response to Liquidity's request, Liquidity and any person or entity controlling, controlled, managed or advised by Liquidity or its subsidiaries (including the Liquidity Funds) or under common control with Liquidity ("Liquidity Affiliates") shall not, without the prior written consent of Krupx, xxich may be granted or withheld in Krupx'x xxxe and exclusive discretion and for any reason, or no reason:
(a) vote its interests in any Krupx Xxxd on any issue other than in proportion to the votes of all other interest holders who vote on such issue;
(b) in any manner acquire, attempt to acquire, or make a proposal to acquire, directly or indirectly, more than a 25% interest in any Krupx Xxxd;
(c) propose, or propose to enter into, directly or indirectly, any merger, consolidation, business combination, sale or acquisition of assets, liquidation or other similar transaction involving any Krupx Xxxd;
(d) form, join or otherwise participate in a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended, with respect to any voting securities of a Krupx Xxxd;
(e) make or participate in any way, directly or indirectly, in any solicitation of "proxies" or "consents" (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of any Krupx Xxxd;
(f) sell, transfer or assign any interests in any Krupx Xxxd to any person or entity not bound by the terms and conditions of this Agreement;
(g) disclose any intention, plan or arrangement inconsistent with the terms of this Agreement; and
(h) loan money to, advise, assist or encourage any person in connection with any of the actions restricted or prohibited by this Agreement.
Restrictions on Activities. (a) Commencing as of the date first above written, and so long as the Company has an obligation under the Note, the Company shall not, directly or indirectly, without the Purchaser’s prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its business; (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business; (c) solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity in respect of any Variable Rate Transactions (defined below); or (d) accept a Merchant-Cash-Advance in which it sells future receivables at a discount or any other factoring transactions, or similar financing instruments or financing transactions, whether a transaction similar to the one contemplated hereby or any other investment. Notwithstanding the foregoing, the provision contained in Section 5.4 shall not apply to an “at-the-market” financing under an effective shelf registration statement of the Company on Form S-3.
(b) Unless approved by the Purchaser, Company and each Subsidiary shall not enter into an agreement or amend an existing agreement to effect any sale of securities involving, or convert any securities previously issued under, a Variable Rate Transaction or a merchant cash advance transaction in which it sells future receivables at a discount, or a substantially similar transaction. The term “Variable Rate Transaction” means a transaction in which Company or any Subsidiary (i) issues or sells any convertible securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of, or quotations for, the shares of common stock at any time after the initial issuance of such convertible securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such convertible securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of Company or the Subsidiary, as the case may be, or the market for the common stock, other than pursuant to a customary “weighted average” anti-dilution provisions, or (ii) enters into any agreement (including, without limitation, an “equity line of credit” or an “at-the-market offering”) whereby Company or any Subsidiary may sell securities at a future determined price (other than standard ...
Restrictions on Activities. The Seller will operate its business and activities such that: it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by this Agreement and the Receivables Sale Agreement; and does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (ii) the incurrence of obligations under this Agreement, (iii) the incurrence of obligations, as expressly contemplated in the Receivables Sale Agreement, to make payment to the Originator thereunder for the purchase of Receivables under the Receivables Sale Agreement, and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement.
Restrictions on Activities. (a) The provisions of this Section 3 shall apply to each Xxxxx Fund for which an investor list is furnished to Xxxxxxxx or its designee by Xxxxx or an Affiliate of Xxxxx in accordance with the terms and provisions of this Agreement pursuant to a request by Xxxxxxxx hereunder as well as to each Xxxxx Fund for which a request is made by Xxxxxxxx or an Affiliate of Xxxxxxxx pursuant to Rule 14d-5 of Regulation 14D under the Securities Exchange Act of 1934, as amended, or under any other law, rule or regulation whether such request results in an investor list being furnished to Xxxxxxxx or an Affiliate of Xxxxxxxx, or the mailing of materials on behalf of Xxxxxxxx or an Affiliate of Xxxxxxxx. For purposes of this Section 3, the date on which materials are last mailed pursuant to said Rule 14d-5 or under any other law, rule or regulation or an investor list for a Xxxxx Fund is last furnished to Xxxxxxxx, an Affiliate of Xxxxxxxx or any of their designees is referred to as the "Trigger Date" applicable to such Xxxxx Fund;
(b) With respect to each Xxxxx Fund to which this Section 3 applies, without the prior written consent of Xxxxx, which consent may be granted or withheld in Xxxxx'x sole and exclusive discretion and for any reason, or for no reason, for the applicable period determined in accordance with the provisions of subsection (c) of this Section 3, Xxxxxxxx will not, and will not permit any of its Affiliates to:
(i) in any manner acquire, attempt to acquire, or make a proposal to acquire, directly or indirectly, more that 25% of the voting securities of such Xxxxx Fund;
(ii) vote its interest in such Xxxxx Fund on any issue other than in proportion to the votes of all other interest holders who vote on such issue;
(iii) propose, or propose to enter into, directly or indirectly, any merger, consolidation, business combination, sale or acquisition of assets, liquidation or other similar transaction involving such Xxxxx Fund;
(iv) form, join or otherwise participate in a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with respect to any voting securities of such Xxxxx Fund, unless each member of such group agrees in writing to be bound by all of the terms of this Agreement applicable to such Xxxxx Fund; PROVIDED, HOWEVER, that Xxxxxxxx and its Affiliates shall not be deemed to be acting in a "group" in violation of this Section 3(b)(iv) solely by virtue of their voting their interest in compliance with Sec...
Restrictions on Activities. We may, in our absolute discretion:
(a) not accept any Person as a client;
(b) revoke, suspend, or terminate the registration of any Person as a client; or
(c) restrict the activities of any Client, including allowing you to only close open positions.
Restrictions on Activities. Notwithstanding any other provision of this Agreement (except the third sentence of Section 2.06), the General Partners shall not, without the prior written consent of each of the other Partners, cause or permit the Partnership to do any of the following: (i) engage in any business or activity other than those expressly set forth in Section 2.06; (ii) incur any indebtedness or assume or guarantee, or otherwise provide credit support directly or indirectly for, any indebtedness or obligation of any other Person; (iii) make a general assignment for the benefit of creditors; (iv) file a petition commencing a voluntary Bankruptcy case; (v) file a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (vi) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution (to the fullest extent permitted by law) or similar relief under any statute, law or regulation, or the entry of any order appointing a trustee, liquidator or receiver of it or of its assets or any substantial portion thereof; (vii) seek, consent to or acquiesce in the appointment of a trustee, receiver or liquidator of it or of all or any substantial part of its assets; (viii) consolidate or merge with or into any other Person or convey or transfer any shares of Common Stock, cash or other property of the Partnership to any Person except in accordance with the terms of the Transaction Documents; (ix) amend the certificate of limited partnership, or take action in furtherance of any such action; (x) except as expressly contemplated in the Transaction Documents, purchase or otherwise acquire any equity interest of any class in any Person; (xi) take any act that would subject any Partner to personal liability for the debts, liabilities or obligations of the Partnership; (xii) take any act in contravention of any of the Transaction Documents; (xiii) enter into any contract or arrangement whereby any General Partner, Principal or any of their respective Affiliates would receive any fee or other compensation from the Partnership or its assets in connection with the management of the Partnership or otherwise (it being understood that the General Partners and any successor General Partners are providing services to the Partnership purs...
Restrictions on Activities. Commencing as of the date first above written, and so long as 1847 has an obligation under the Note, the Company shall not, directly or indirectly, without the Purchaser’s prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its business; (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business; or (c) solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity in respect of any variable rate debt transactions (i.e., transactions were the conversion or exercise price of the security issued by the Company varies based on the market price of the Common Shares) or merchant cash advance transactions action in which it sells future receivables at a discount or a substantially similar transaction., whether a transaction similar to the one contemplated hereby or any other investment.
