Restrictions on Investment Sample Clauses

Restrictions on Investment. Borrowers shall not permit Mall Subsidiary to purchase or acquire any Securities, loan, advance, capital contribution or other investment of any kind except (i) advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business, (ii) any such investments in Cash Equivalents and similar liquid Investments permitted under the Financing Agreements to which it is a party; (iii) any investments in Joint Ventures with third parties to develop and operate restaurants in the Mall in an aggregate amount not to exceed $5,000,000 at any time; (iv) other such investments reasonably necessary for the operation, maintenance and improvement of the Mall in an aggregate amount not to exceed $2,500,000 at any time; (v) loans or advances to employees made in the ordinary course of business of the Mall Subsidiary in an aggregate amount not to exceed $500,000 at any time; and (vi) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to Mall Subsidiary or in satisfaction of judgments.
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Restrictions on Investment. Certain of the countries in which the Holder may invest may impose restrictions or requirements on foreign investment or on the methods by which foreigners may invest in such countries and may impose costs and limitations in relation to the liquidation of such investments. Such restrictions and requirements may affect the ability of the Holder to invest in such countries and/or may impose additional Transaction Costs or Liabilities in connection with making such investment. Such restrictions may also affect the market price, liquidity and rights of securities. In addition, the repatriation of both investment income and capital is often subject to restrictions such as the need for certain governmental consents, and even where there is no outright restriction, the mechanics of repatriation may affect certain aspects of the operation of the Holder.
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Restrictions on Investment. Certain of the countries in which the Holder may invest may impose restrictions or requirements on foreign investment or on the methods by which foreigners may invest in such countries and may impose costs and limitations in relation to the liquidation of such investments. Such restrictions and requirements may affect the ability of the Holder to invest in such countries and/or may impose additional Transaction Costs or Liabilities in connection with making such investment. Such restrictions may also affect the market price, liquidity and rights of securities. In addition, the repatriation of both investment income and capital is often subject to restrictions such as the need for certain governmental consents, and even where there is no outright restriction, the mechanics of repatriation may affect certain aspects of the operation of the Holder. • For example, (i) foreign investors in Taiwan must, in general, obtain the status of a qualified foreign institutional investor or non-qualified foreign institutional investor with the Taiwan Securities and Futures Commission, and (ii) foreign investors in certain classes of domestic securities in China must, in general, obtain a Securities Investment License from the China Securities Regulatory Commission and be granted qualified foreign institutional investor status by the State Administration of Foreign Exchange or invest through a qualified foreign institutional investor facility of a third party. • The Holder may (in its absolute and sole discretion) at times may make investments and/or hold positions through various special purpose vehicles (including in connection with short sales) or other investment entities and through escrow, trust, nominee or other intermediary arrangements if the Holder determines that utilizing such investment entities or intermediary arrangements would be commercially or tax efficient.
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Restrictions on Investment. (a) Except for the account of a Venture and except as described below, the General Partner shall not at any time engage in any business other than acting as general partner of limited partnerships in which a PREI Investor is a limited partner and, without limiting the foregoing, shall not at any time acquire any Real Estate Investment which the General Partner believes is consistent with the Ventures' investment objectives from the date of this Agreement until the earliest of (y) the expiration of the Commitment Period of each Venture or (z) the date of the dissolution of a Venture or Ventures so that no Ventures shall exist after such date and the Program shall be terminated; provided, however, that (i) any Real Estate Investment that was not approved by or not presented to the Investment Committee pursuant to Section 3.06 of a Limited Partnership Agreement after its Summary Proposal was approved by DDRC and PREI shall not be subject to this restriction so long as such Real Estate Investment shall be acquired (A) on substantially the same terms that were presented to PREI and DDRC by the General Partner, and (B) only by the General Partner and/or DDRC or a Person in which DDRC, directly or indirectly, owns 100% of such Person's equity securities, and (ii) investments permitted by Section 3.10 hereof to be made by the General Partner or its Affiliates through partnerships or other entities shall not be subject to this restriction. (b) Nothing in this Section 3.9 shall preclude DDRC from acting, in its individual capacity, for its own account; provided, however, that during the Commitment Period, DDRC will offer to a Venture any investment opportunity that is generated by or presented to DDRC that DDRC believes is consistent with the Ventures' investment objective and that DDRC has determined not to pursue for investment. DDRC shall be permitted to acquire any Real Estate Investment that was not approved by PREI pursuant to Section 3.06 of a Limited Partnership Agreement. (c) The PREI Investors shall be prohibited from investing in any proposed Eligible Investment that was either disapproved by or not be presented to the Investment Committee unless (A) more than six months have elapsed since the date such proposed Eligible Investment was disapproved by or PREI advised the General Partner that it would not be presented to the Investment Committee, (B) PREI became aware of such proposed Eligible Investment prior to the presentation by the General Partner of s...
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Restrictions on Investment. 7.3.1 This Limited Partnership invests in the invested store companies by means of equity investment and/or other means that comply with laws and regulations and as agreed herein to the extent of the Total Paid-in Contributions by all Partners. 7.3.2 All cash assets of this Limited Partnership, which include but are not limited to cash to be invested with, to be distributed, and reserved for payment of costs, can only be managed by means of liquidity investment, except for equity investment in Store Companies and payment of Management fees, custody fee, and other amounts upon the consensus of the Parties concerned. 7.3.3 This Limited Partnership shall not be engaged in the following investment: residential and commercial real estate development programs; high-risk investments such as futures and financial derivative transactions; projects whose exit path is not clear; investment fields that are prohibited by national laws and regulations, and other investment fields or scopes that are prohibited or restricted as agreed herein. 7.3.4 If the Total Paid-in Contributions made by the Partners within the Investment Period do not reach the Total Subscribed Contributions of this Limited Partnership as agreed in Article [3.2], the remainder will not be paid and the Partnership will not make external investment. 7.3.5 At the time of investment, this Limited Partnership shall reserve the capital necessary for payment of its costs, whose amounts are subject to the consensus of the Parties concerned. The Managing Partners have the right to reserve such amounts according to the decision of the Investment Committee. 7.3.6 This Limited Partnership shall not make reinvestment, that is, any cash inflow obtained from the Store Companies invested by this Limited Partnership shall be directly used for distribution instead of investment. 7.3.7 This Limited Partnership shall not provide guarantee to other entities during its term. 7.3.8 This Limited Partnership shall not borrow money during its term.
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Restrictions on Investment. The Partnership may not make the following investments:
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Restrictions on Investment. 7.3.1 The Partnership shall not engage in the following business: (1) Absorb deposits, loans and dismantling or absorb them in a disguised form; (2) Invest in secondary market stocks, futures and financial derivatives transactions; (3) Provide guarantees for companies other than the invested companies; (4) Real estate investment; (5) Provide sponsorship and donations; (6) Provide loans, sponsorships, donations and inter-bank lending to any third party; (7) External investment with unlimited joint and several liabilities; (8) Use investment recovery funds for overseas investment during the duration of the Partnership; (9) Other business prohibited by laws and regulations or regulatory agencies. For the avoidance of doubt, the idle funds of Limited Partnership are limited to the purchase of government bonds, bank deposits and other low-risk and high-liquidity financial products, and cannot be used for investment in other assets.
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Restrictions on Investment. Borrower shall not directly or indirectly make any investments that may have a Material Adverse Effect on Borrower’s ability to repay the advances made under this Facility (provided, however, that Lender shall determine Material Adverse Effect in its reasonable discretion as it pertains to this Section).
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Related to Restrictions on Investment

  • Restrictions on Investments Neither the Borrower nor the Trust will, nor will either of them permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower or its Subsidiary; (b) marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any other agency or instrumentality of the United States of America; (c) demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $100,000,000; provided, however , that the aggregate amount at any time so invested with any single bank having total assets of less than $1,000,000,000 will not exceed $200,000; (d) [Intentionally Deleted]; (e) [Intentionally Deleted]; (f) repurchase agreements having a term not greater than ninety (90) days and fully secured by securities described in the foregoing subsection (a), (b) or (e) with banks described in the foregoing subsection (c) or with financial institutions or other corporations having total assets in excess of $500,000,000; (g) shares of so-called “money market funds” registered with the SEC under the Investment Company Act of 1940 which maintain a level per-share value, invest principally in investments described in the foregoing subsections (a) through (f) and have total assets in excess of $50,000,000; (h) the acquisition of fee interests by the Borrower or its Subsidiaries in Real Estate which is utilized principally for shopping centers, and, subject to the restrictions set forth in §8.3 and §8.9 for development of new shopping centers, the acquisition of undeveloped Real Estate; (i) Subsidiaries of the Borrower or the Trust that are not one hundred percent (100%) owned by the Borrower or the Trust or in Unconsolidated Affiliates, which Subsidiaries or Unconsolidated Affiliates are engaged in the ownership of Real Estate or development activity pursuant to §8.3 or §8.9, provided that in no event shall such Investments exceed fifteen percent (15%) of Borrower’s Consolidated Total Adjusted Asset Value in the aggregate without the prior written consent of the Required Banks; (j) (i) in any preferred stock issued by Trust which has been repurchased solely with the proceeds of a new issue of common or preferred stock issued by Trust, or (ii) in any common stock issued by Trust which has been repurchased by the Trust, Borrower or any of their respective Subsidiaries, provided that in no event shall such Investments pursuant to clause (ii) exceed in the aggregate $50,000,000.00 (calculated based upon the consideration given for such stock); (k) subject to the restrictions set forth in §8.9, (i) in securities of real estate investment trusts which own real property which is used principally for fee interests in Real Estate utilized principally for shopping centers located within the United States, and (ii) in mortgages and notes receivables, provided that in no event shall the aggregate costs of all Investments pursuant to this §8.3(k) exceed five percent (5%) of Borrower’s Consolidated Total Adjusted Asset Value in the aggregate. For the purposes of this §8.3(k)(ii) only, notes receivable shall be valued at the lesser of face value (subject to reduction as a result of payments thereon) or book value determined in accordance with GAAP; (l) whether directly or through a Subsidiary or Unconsolidated Affiliate, in development permitted by §8.9 which at any time has a total cost (including acquisition, construction and other costs), whether such total costs are incurred directly by the Borrower, the Trust or such Subsidiary or through an Investment in an Unconsolidated Affiliate permitted under this Agreement, individually for each development project that is not in excess of ten percent (10%) of the Consolidated Total Adjusted Asset Value of the Borrower, and in the aggregate for all development projects that is not in excess of fifteen percent (15%) of the Consolidated Total Adjusted Asset Value of the Borrower. For the purposes of calculating the cost of developments by Subsidiaries or Unconsolidated Affiliates, the cost of such developments shall be based upon the Borrower’s interest in such Subsidiaries or Unconsolidated Affiliates. For purposes of this §8.3(l) and §8.9, the term “total cost” shall not include (i) costs specifically reimbursable by tenants or shadow anchors (other than through rent or a gross up of rent), (ii) capitalized general and administrative expenses, or (iii) operating expenses and interest to the extent of operating income received from the applicable development property; (m) whether directly or through a Subsidiary or an Unconsolidated Affiliate, in undeveloped parcels of Real Estate which in the aggregate do not exceed five percent (5%) of the Consolidated Total Adjusted Asset Value of the Borrower, provided that the acquisition or holding of any outlots or property adjacent to any Real Estate owned by the Borrower (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof shall not be deemed to be an undeveloped parcel of Real Estate for this purpose and options and purchase agreements to acquire any property shall not be deemed an acquisition or holding of such property; and (n) subsidiaries that are one hundred percent (100%) owned by the Borrower. Notwithstanding the foregoing or §8.9, in no event shall the aggregate Investments of the Borrower, the Trust and their Subsidiaries in the Investments described in §8.3(i), (k), (l) and (m) exceed twenty-five percent (25%) of Borrower’s Consolidated Total Adjusted Asset Value at any time.

  • Limitations on Investments Make or permit to exist, or permit any Restricted Subsidiary to make or permit to exist, any Investment, other than Investments which are: (a) cash and Cash Equivalents; (b) current assets generated in the ordinary course of business; (c) accounts receivable created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (d) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the ordinary course of business) from bankrupt obligors; (e) advances to employees for moving and travel expenses, drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Borrower and its Restricted Subsidiaries existing on the Effective Date; (j) Investments by the Borrower or its Restricted Subsidiaries in the Borrower or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 8.08); (k) Support Obligations of the Borrower or its Restricted Subsidiaries for the benefit of the Borrower or any other Subsidiary; (l) acquisitions permitted by Section 8.08 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger, sale or other combination permitted by Section 8.03; (m) Investments in connection with the management of Pension Plans and other benefit plans of the Borrower and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 8.06; (o) advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 8.03; and (p) Investments of a nature not contemplated in the foregoing subsections in an amount not to exceed 15% of Consolidated Net Worth.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • 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).

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • Restrictions on Stock i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock. ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges. iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.

  • Restrictions on Resales The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

  • Restrictions on Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

  • Restrictions on Lobbying The subrecipient shall not use funds made available to it under this Agreement to pay for, influence, or seek to influence any officer or employee of a State or Federal government.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

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