Restrictions on Pledges Sample Clauses

Restrictions on Pledges. Notwithstanding any provision to the contrary in any Loan Document, but subject at all times to the Exclusion Principles, no Pledgor (individually or in combination) shall pledge at any time any Excluded Securities.
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Restrictions on Pledges. Notwithstanding any provision to the contrary in any Loan Document, neither Company nor any Domestic Subsidiary of Company (individually or in combination) shall (i) pledge more than 65% of the Capital Stock of any Foreign Subsidiary or any Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” in the Credit Agreement (or more than 65% of the total combined voting power of all classes of stock of such Subsidiary entitled to vote), (ii) pledge any Capital Stock of any Unrestricted Entity or (iii) pledge any Capital Stock of any Excluded Subsidiary or any Subsidiary if the pledge of Capital Stock of such Subsidiary is prohibited by applicable law, rule, regulation or contract (in effect at the time of the acquisition of such Subsidiary) or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such Capital Stock (unless such consent, approval, license or authorization has been received) (all of the foregoing Capital Stock that is (x) Capital Stock in excess of 65% of the Capital Stock of any Foreign Subsidiary or any Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” in the Credit Agreement, (y) Capital Stock of any Unrestricted Entity or (z) Capital Stock described in clause (iii) of this Section 2.3, is hereinafter referred to as “Excluded Securities”). For purposes of this Agreement, no Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic
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Restrictions on Pledges. Notwithstanding any provision to the contrary in any Loan Document (except for Section 2.2 of this Agreement and Section 12.22 of the Credit Agreement), (a) neither Company nor any Domestic Subsidiary of Company (individually or in combination) shall pledge more than 65% of the stock of any Foreign Subsidiary (or more than 65% of the total combined voting power of all classes of stock of such Foreign Subsidiary entitled to vote) and (b) no Foreign Subsidiary of Company shall pledge the stock of any Subsidiary to secure any obligations of any Borrower that is a United States person within the meaning of Code Section 7701(a)(30) (any of the foregoing stock not subject to the exception provided in Section 2.2, the “Excluded Stock”). For purposes of this Section 2.3, Subsidiary shall include any Unrestricted Entity.
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Restrictions on Pledges. Without the prior written consent of CCC, which shall be granted or withheld in the sole discretion of CCC, the undersigned shall not, directly or indirectly, pledge or encumber the Securities (a) if the pledgor or the pledgee will make short sales of the Securities in connection with such loan, or (b) in connection with any non-recourse loan of which the aggregate principal amount, as of the date of such pledge or any additional advance secured by such pledge, exceeds 50% of the Value (as defined below) of the Securities pledged. In connection with any permitted pledge, the pledgee shall agree to be bound in writing by the restrictions set forth herein, provided, however, that a pledgee which is an Institutional Lender shall otherwise be entitled and authorized, in connection with any foreclosure in respect of such pledge, to Transfer the Securities into its name and/or sell any Securities to any Person other than an Investor Member (as defined in the Exchange Rights Agreement) or an Affiliate of an Investor Member free of the restrictions of this Lock-Up Agreement. For purposes hereof, "Institutional Lender" means either a financial institution (including, without limitation, a commercial bank, mortgage bank, investment bank, life insurer or pension fund) in the business of making loans and having assets exceeding $25 billion, or any public or private company in the business of making loans to real estate companies and having assets exceeding $1 billion or a subsidiary of such financial institution or such public or private company. For purposes hereof, "Value" means, with respect to a referenced date, the average of the closing market price of the Common Shares for the immediately preceding thirty (30) consecutive trading days. The market price for each such trading day shall be: (i) if the Common Shares are listed or admitted to trading on the New York Stock Exchange (the "NYSE"), the American Stock Exchange ("AMEX"), any national securities exchange or the Nasdaq Stock Market ("Nasdaq"), the closing price on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices on such day; (ii) if the Common Shares are not listed or admitted to trading on the NYSE, the AMEX, any national securities exchange or the Nasdaq, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by Ch...
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Related to Restrictions on Pledges

  • 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 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 Sales Except in connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ for twelve (12) months following the Closing. In connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ, except pursuant to such registration, for the period following the effective date of the applicable registration statement that the managing underwriter of the offering determines is necessary to effect the offering, which period shall not exceed 360 days.

  • Restrictions on Liens The Servicer shall not (A) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any Lien or restriction on transferability of the Receivables except for the Lien in favor of the Trust Collateral Agent for the benefit of the Noteholders and the restrictions on transferability imposed by this Agreement or (B) sign or file under the Uniform Commercial Code of any jurisdiction any financing statement which names AmeriCredit or the Servicer as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables, except in each case any such instrument solely securing the rights and preserving the Lien of the Trust Collateral Agent, for the benefit of the Noteholders.

  • Restrictions on Transfer and Pledge The Option may not be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Parent or Subsidiary, or be subject to any lien, obligation, or liability of the Optionee to any other party other than the Company or a Parent or Subsidiary. The Option is not assignable or transferable by the Optionee other than by will or the laws of descent and distribution. The Option may be exercised during the lifetime of the Optionee only by the Optionee.

  • Restrictions on Securities Pledgor will not enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any securities pledged as Collateral, except as consented to in writing by Secured Party.

  • 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.

  • 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.

  • 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 Investments The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:

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