Restrictions on the Buyer Sample Clauses

Restrictions on the Buyer. 3.1 The Buyer and the Charterer hereby give notice to the Builder and the Security Trustee, and the Builder and the Security Trustee hereby each acknowledge, that pursuant to the Master Agreement the Buyer has agreed that it shall not, except with the prior consent of the Charterer: (a) except by way of assignment in favour of the Security Trustee pursuant to the Pre-Delivery Security Assignment, transfer, novate or assign or agree to transfer, novate or assign any of its rights or obligations under the Shipbuilding Contract or the Refund Guarantee other than to the Charterer; or (b) except for a Permitted Encumbrance, place or permit to exist any Encumbrance on the Shipbuilding Contract or the Refund Guarantee or on any of the Buyer’s rights thereunder; or (c) release the Builder from any of its duties and liabilities under the Shipbuilding Contract or waive any breach of any of the said duties and liabilities or consent to any such act or omission of the Builder which would otherwise constitute such a breach; or (d) waive any right of the Buyer under the Shipbuilding Contract or agree to any concessions being made to the Builder under the Shipbuilding Contract (including, without limitation permission for the Builder to perform any building work at the Builder’s factories in China); or (e) amend or vary the Shipbuilding Contract or the Specifications; or (f) agree to defer the remedy of any defect or deficiency in the Vessel until after delivery of the Vessel under the Shipbuilding Contract; provided, however, that the foregoing shall not prevent the Buyer from agreeing on the deferral of the remedy of any defects or deficiencies which are minor or insubstantial; or (g) except upon giving the Charterer prior written notice as required under the Master Agreement: (i) consent or agree to the cancellation, rescission or other termination of the Shipbuilding Contract; or (ii) exercise or permit or suffer to be exercised any right which the Buyer may have to cancel, rescind or otherwise terminate the Shipbuilding Contract or claim that the Shipbuilding Contract has become frustrated or exercise any rights or remedies upon the occurrence of a Builder default under the Shipbuilding Contract or the occurrence of any event entitling the Buyer to terminate the Shipbuilding Contract; or (iii) fail to exercise any right or take any action that would prevent such cancellation, rescission or other termination; or (h) exercise or permit or suffer to be exercised any ri...
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Restrictions on the Buyer. 7.1 You shall not, and shall procure that no member of your Group shall, for a period of 12 months after the date of this letter, without the prior written agreement of the Company, directly or indirectly, engage in or have contact of any kind with any of the officers or employees of the Company, or any member of the Company’s Group with whom you have had material personal dealings in respect of the Transaction, except to the extent that negotiations in respect of the Transaction continue or otherwise in the ordinary course of business between the parties. 7.2 You shall not, and shall procure that no member of your Group shall, for a period of 12 months after the date of this letter, without the prior written agreement of the Company: (a) employ or offer to employ, or enter into a contract for the services of, any individual who was, at any time during the negotiations relating to the proposed Transaction, an employee holding an executive or managerial position with, or an officer of, any company in the Company’s Group (“Key Company Employee”) or entice, solicit or procure any such person to leave the employment of the Company or member of the Company’s Group (or attempt to do so) whether or not that person would commit any breach of contract in leaving such employment; or (b) procure or facilitate the making of any such offer or attempt by any other person. 7.3 The placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of paragraph 7.2, provided that no company in your Group, or any of your respective officers and employees, encourages or advises such agency to approach any Key Company Employee. 7.4 You shall not, and shall procure that no member of your Group shall, for a period of 12 months after the discussions over the Transaction have ended, solicit, entice or seek to procure that any person who is a client or customer of the Company’s Group during the negotiations relating to the proposed Transaction, damage, disrupt or terminate any commercial relationship between said person and any member of the Company’s Group. 7.5 The undertakings in this paragraph 7 apply to actions carried out by you and members of your Group in any capacity and whether directly or indirectly, on your own behalf, on behalf of any other person or jointly with any other person. 7.6 Each of the covenants in this paragraph 7 are considered fair and reasonable by...
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Restrictions on the Buyer. Non-Solicit (a) Except as provided in Clause 6.6, Clause 8.6 and Clause 8.7(b), the Buyer shall not, and shall procure that each other Buyer Group Company shall not, without the prior written consent of the Seller (such consent to be given at the sole and absolute discretion of the Seller) or the Seller’s Parent Undertaking (such consent to be given at the sole and absolute discretion of the Seller’s Parent Undertaking) solicit any Seller Key Workers from any Seller Group Company during the Non-Solicit Period. (b) Nothing in Clause 8.7(a) shall prevent or restrict any Buyer Group Company from placing any general advertisement to the public of employment by any Buyer Group Company to which any person referred to in Clause 8.7(a) responds, provided that such advertisement is not specifically targeted at any Seller Group Company nor any person employed by any Seller Group Company. (c) The Buyer shall not, and shall procure that each other Buyer Group Company shall not, rebrand under the “Lottomatica” brand until the date which is the later of: (i) the date which is six (6) months following the date of this Agreement and (ii) the Closing Date. (d) Each of the restrictions contained in this Clause 8.7 (Restrictions on the Buyer) is given to the Seller and each other Seller Group Company. Each such restriction shall be construed as a separate provision of this Agreement. If any such restriction is unenforceable but would be valid if reduced in scope or duration the restriction shall apply with the minimum modifications as may be necessary to make it valid and enforceable. The Buyer acknowledges that each such restriction is no greater than is reasonably necessary to protect the interests of each Seller Group Company and to enable the Seller Group Companies to establish the Retained Business on the market independently and fulfil its obligations with respect to the Xxxxxx e Vinci Concession and the Lotto Concession.
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Restrictions on the Buyer. Between the date of approval of the Government respecting the Deed of Assignment and Assumption and the Completion Date, the Buyer acknowledges that to the extent that it holds any legal interest in the Sale Interest or the Option Interest, it does so as bare trustee for the benefit of the Seller and covenants that it shall take no action whatsoever with respect to the Sale Interest without the prior consent, or at the direction, of the Seller. Risk in the Sale Interest and, if applicable, the Option Interest shall transfer to the Buyer on Completion.
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Related to Restrictions on the Buyer

  • Restrictions on the Fund Neither you nor any beneficiary may sell, transfer, or pledge any interest in your Xxxx XXX in any manner whatsoever, except as provided by law or this agreement. The assets in your Xxxx XXX will not be responsible for the debts, contracts, or torts of any person entitled to distributions under this agreement.

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. (b) Each certificate, instrument, or book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12. (c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.

  • 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 Transfers (a) Except as provided in Section 4.7(c) below, but notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable U.S. federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed), or (iv) cause the Partnership to be subjected to the provisions of the U.S. Investment Company Act of 1940, as amended. (b) The General Partner may impose restrictions on the transfer of Partnership Interests if it receives an Opinion of Counsel that such restrictions are necessary to avoid a significant risk of (i) the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes or (ii) the Partnership being subjected to the provisions of the U.S. Investment Company Act of 1940, as amended. The General Partner may impose such restrictions by amending this Agreement; provided however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then traded must have, prior to such amendment being effected, Special LP Approval. (c) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed for trading. (d) Each Certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form or such other form as the General Partner shall determine in its sole discretion: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF STEEL PARTNERS HOLDINGS L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF STEEL PARTNERS HOLDINGS L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, C) CAUSE STEEL PARTNERS HOLDINGS L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED), OR (D) CAUSE STEEL PARTNERS HOLDINGS L.P. TO BE SUBJECTED TO THE PROVISIONS OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. STEEL PARTNERS HOLDINGS GP INC., THE GENERAL PARTNER OF STEEL PARTNERS HOLDINGS L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF STEEL PARTNERS HOLDINGS L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES OR CAUSING STEEL PARTNERS HOLDINGS L.P. TO BE SUBJECTED TO THE PROVISIONS OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS TRADED.

  • 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 Testing If the Engineer will perform commercial laboratory testing under this contract, on any project the Engineer may not perform more than one of the following types of testing: 1. verification testing; 2. quality control testing; or 3. independent assurance testing

  • 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 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 Transfer; Shell Company Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

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