Restrictions on Corporate Action Sample Clauses

Restrictions on Corporate Action. So long as any shares of the Preferred Stock remain outstanding and in addition to any other approvals or consents required by law, without the prior affirmative vote or written consent of the holders of at least a majority of all shares of the Preferred Stock Outstanding at the time:
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Restrictions on Corporate Action. So long as at least 1,750,000 shares of Preferred Stock remain Outstanding and in addition to any other approvals or consents required by law, without the prior affirmative vote or written consent of the holders of at least a majority of all shares of the Preferred Stock Outstanding at the time, the Corporation shall not make any Restricted Payment if such Restricted Payment, together with the aggregate of all other Restricted Payments made on or after the Issuance Date, exceeds the sum of (A) $ , (B) % of the Consolidated Net Income of the Corporation accrued on a cumulative basis for the period (taken as one accounting period) beginning on the first day of the first fiscal quarter commencing after the Issuance Date and ending on the last day of the last fiscal quarter immediately preceding the fiscal quarter in which such Restricted Payment occurs (or, if aggregate cumulative Consolidated Net Income for such period is a deficit, minus 100% of such deficit), (C) % of the aggregate net cash proceeds received by the Company after the Issuance Date from the issuance or sale of capital stock of the Corporation (other than such capital stock issued or sold to a Subsidiary of the Corporation and other than Redeemable Stock), (D) the aggregate net cash proceeds received on or after the Issuance Date by the Corporation from the issuance or sale of debt securities of the Corporation (other than to a Subsidiary of the Corporation) that have subsequently been converted into or exchanged (other than by a Subsidiary of the Corporation) for capital stock of the Corporation (other than Redeemable Stock) plus the aggregate cash received by the Corporation at the time of such conversion or exchange, and (E) % of the aggregate net cash proceeds received by the Company as dividends or distributions from its subsidiaries after the Issuance Date. The foregoing provisions of this Section 9 shall not prohibit (i) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of this Section 9; (ii) the acquisition by the Corporation of Equity Interests of the Corporation or any of its Subsidiaries in exchange for, or with the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Corporation) for cash of, Equity Interests (other than Redeemable Stock) of the Corporation; or (iii) the repurchase, redemption or other acquisition or retirement of any Equ...
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Restrictions on Corporate Action. The Company will not, by amendment of its certificate of incorporation or through any transfer of assets, dissolution, or other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms. Without limiting the generality of the foregoing, the Company will at all times reserve and keep available, solely for issuance and delivery upon exercise of the Warrants, the number of shares of Common Stock necessary to satisfy the rights of the holders of the Warrants to purchase Warrant Shares. All shares of Common Stock issuable upon exercise of any Warrants shall be duly authorized and, when issued upon such exercise (and payment or satisfaction of the Exercise Price), shall be validly issued and, in the case of shares, fully paid and nonassessable with no liability on the part of the holders thereof.
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Restrictions on Corporate Action. The Company will not modify or amend any provision of the Certificate of Incorporation or By-Laws of the Company or modify or amend any provision of the Warrant if such action would adversely alter or change the specific designations and the powers, rights and preferences of, and the qualifications, limitations and restrictions in respect of, the Series A Preferred Stock or adversely affect the rights of the holders of the Warrant and of any other warrants that may be issued in its place.
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Restrictions on Corporate Action. The parties hereby agree that the Company shall not take any corporate action without the approval by vote or written consent of the holders of more than seventy-five percent (75%) of the then outstanding shares of Common Stock if such action would sell assets, merge or reorganize with another company in which the Company will not be the surviving entity, or participate in any transaction or series of transactions in which all or substantially all of the assets of the Company are sold, transferred or exclusively licensed.
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Restrictions on Corporate Action. In order to assure the Fund of the economic benefit of (a) its ownership of the Warrant Shares, (b) its rights under the Warrant Put Agreement and (c) its rights under this Agreement, MCAF will not, nor permit any of its subsidiaries (including subsidiaries of any subsidiary), or other entities included in MCAF's financial statements as of the date hereof, or included at any time hereafter (collectively the "Subsidiaries"), to take or participate in any Prohibited Transaction. A Prohibited Transaction means any corporate action or series of corporate transactions and/or any transfer, sale, exchange, assignment or disposition of any shares of MCAF or any of its Subsidiaries, of, and/or between, and/or among, in whole or in part, (x) MCAF, and/or (y) any of such Subsidiaries, and/or (z) any other entity in which any of the officers, directors or shareholders of MCAF or any of such subsidiaries have an interest, direct, indirect, contingent, or convertible ("Related Entity"), which results in the Fund and the Warrant Shares not receiving the same economic benefit as the other shareholders of MCAF incident to their shares of (a) MCAF, or (b) any of such Subsidiaries, or
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Restrictions on Corporate Action. Except as provided in Paragraph 6 amoung existing Shareholders of the Company, The Seller agrees that prior to June 30, 2004 the Company will not issue additional Shares of Common or Preferred Stock, Warrants, or Options, nor sell or transfer any Shares of Common Stock between or among the shareholders of the Company, without the written consent of holders of a majority of the issued and outstanding Series A Convertible Stock and the Board of Directors of the Company.
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Related to Restrictions on Corporate Action

  • Information on Corporate Actions The Custodian shall promptly deliver to the Trust all information received by the Custodian and pertaining to Securities being held by the Fund with respect to optional tender or exchange offers, calls for redemption or purchase, or expiration of rights. If the Trust desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Trust shall notify the Custodian at least three Business Days prior to the date on which the Custodian is to take such action. The Trust will provide or cause to be provided to the Custodian all relevant information for any Security which has unique put/option provisions at least three Business Days prior to the beginning date of the tender period.

  • Notice of Certain Corporate Actions In case:

  • 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 Other Agreements No Principal Stockholder shall, directly or indirectly, grant any proxy or enter into or agree to be bound by any voting trust, agreement or arrangement of any kind with respect to its shares of Common Stock if and to the extent the terms thereof conflict with the provisions of this Agreement (whether or not such proxy, voting trust, agreement or agreements are with other Principal Stockholders, holders of shares of Common Stock that are not parties to this Agreement or otherwise).

  • 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.

  • Notice of Certain Corporate Action In case:

  • Restrictions on Ownership The Series A Preferred Partnership Units shall be owned and held solely by the General Partner.

  • Certain Corporate Matters VSCO is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s properties or nature of VSCO’s business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO has delivered to Tianyin true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders and Board of Directors of VSCO are complete and correct in all material respects. The stock records of VSCO and the Shareholder lists of VSCO that VSCO has previously furnished to Tianyin are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s capital stock and any other outstanding securities issued by VSCO. VSCO is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

  • Restrictions on Transfers of Shares Anything contained in this AGREEMENT or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES of the COMPANY upon any settlement of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state, federal or foreign law, rule or regulation as the COMPANY may consider appropriate; and may require PARTICIPANT in connection with the issuance of the SHARES to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES of the COMPANY issued and delivered upon settlement of the AWARD shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations.

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