Section 382 Compliance Sample Clauses

Section 382 Compliance. Unless and until this Agreement is terminated pursuant to Section 6.2, no direct or indirect transfers of shares of Common Stock between and among Requesting Persons and their respective Affiliates and Associates shall be permitted if, as a result of any such transfer, any Requesting Person or any of their respective Affiliates and Associates shall become the Beneficial Owner of shares of Common Stock in an amount that would result in such Person being a Section 382 5% Shareholder of the Company.
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Section 382 Compliance. As of the date of this Agreement and as of the Closing Date (giving effect to the issuance of the Series B Preferred Stock and Series C Preferred Stock and the issuance of Common Stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock), to the Company’s Knowledge (after due inquiry with the Company’s accountants), no ownership change has occurred or will occur prior to the Closing Date for purposes of Section 382 of the Code.
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Section 382 Compliance. Unless and until this Agreement is terminated pursuant to Section 6, no transfers of shares of Company Stock between and among Stockholders shall be permitted if, as a result of any such transfer, any Stockholder or any investor in any Stockholder shall Own shares in an amount that would result in such Stockholder or investor being a “5% shareholder” of the Company for purposes of Section 382. Unless and until this Agreement is terminated pursuant to Section 6, no Stockholder will permit an investor in a Stockholder to acquire interests in any other Stockholder if as a result of such acquisition such investor would become a “5% shareholder” of the Company for purposes of Section 382.
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Section 382 Compliance. Unless and until this Agreement is terminated pursuant to Section 6, no transfers of shares of Common Stock between and among Stockholders shall be permitted if, as a result of any such transfer, any Stockholder, shall become the Beneficial Owner of Shares in an amount that would result in such Stockholder being a second "5% shareholder" of the Company among the Stockholders for purposes of Section 382. Unless and until this Agreement is terminated pursuant to Section 6, no Stockholder will permit any investor in an Mercury Fund to acquire interests in any other Mercury Fund if as a result of such acquisition such investor would become a "5% shareholder" of the Company for purposes of Section 382.
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Section 382 Compliance. Each Stockholder will use its reasonable best efforts not to impair under Section 382 of the Internal Revenue Code of 1986 (the “Tax Code”), or the Treasury regulations promulgated thereunder (the “Treasury Regulations”), (whether by action or omission) the ability to utilize historical net operating losses to offset the Company’s taxable income. Without limiting the generality of the foregoing, each Stockholder agrees: (a) to prevent (to the extent in its reasonable control) and not knowingly to participate in or facilitate (whether by consent or approval, sharing of information or otherwise) any transaction involving it and any other Person that would cause any “owner shift,” within the meaning of Section 382 of the Tax Code or the Treasury Regulations with respect to it or any of its Subsidiaries (including the Company); and (b) it shall not, nor shall it permit any of its Subsidiaries (including the Company) to, issue any Capital Stock if such issuance would cause any “owner shift” (x) until the first anniversary of the date hereof, to exceed 37.0% and (y) thereafter, to exceed 35.0%. The Company and the Stockholders agree that any Transfer or attempted Transfer of any Capital Stock of any Person by a “5% shareholder” (as defined under Section 382 of the Code) that would create an “ownership change” within the meaning of Section 382(g)(2) of the Tax Code shall be null and void ab initio, no such Transfer shall be recorded on the books of such Person and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue to be treated) as the owner of such Capital Stock.
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Related to Section 382 Compliance

  • SOX Compliance The Company has taken all actions it deems reasonably necessary or advisable to take on or prior to the date of this Agreement to assure that, upon and at all times after the Effective Date, it will be in compliance in all material respects with all applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof. (the “Sxxxxxxx-Xxxxx Act”) that are then in effect and will take all action it deems reasonably necessary or advisable to assure that it will be in compliance in all material respects with other applicable provisions of the Sxxxxxxx-Xxxxx Act not currently in effect upon it and at all times after the effectiveness of such provisions.

  • Regulation M Compliance The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Securities.

  • HIPAA Compliance To the extent that and for so long as a Loan Party is a “covered entity” within the meaning of HIPAA, such Loan Party (i) has undertaken or will promptly undertake all applicable surveys, audits, inventories, reviews, analyses and/or assessments (including any required risk assessments) of all areas of its business and operations required by HIPAA; (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Loan Party is or becomes HIPAA Compliant.

  • ISRA Compliance (a) Tenant shall, at Tenant’s own expense, comply with the Industrial Site Recovery Act, N.J.

  • FCPA Compliance The Company has not and, to the best of the Company’s knowledge, none of its employees or agents at any time during the last five years have (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • CRA Compliance Neither Buyer nor any Buyer Subsidiary has received any notice of non-compliance with the applicable provisions of the CRA and the regulations promulgated thereunder. As of the date hereof, Buyer’s and each Buyer Subsidiary’s most recent examination rating under the CRA was “satisfactory” or better. Buyer knows of no fact or circumstance or set of facts or circumstances which would be reasonably likely to cause Buyer or any Buyer Subsidiary to receive any notice of non-compliance with such provisions of the CRA or cause the CRA rating of Buyer or any Buyer Subsidiary to decrease below the “satisfactory” level.

  • Section 409A Compliance (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.

  • IRS Compliance a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following:

  • FIRPTA Compliance On the Closing Date, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent's obligations under Treasury Regulation Section 1.1445-2(c)(3).

  • Y2K Compliance PFPC further represents and warrants that any and all electronic data processing systems and programs that it uses or retains in connection with the provision of services hereunder on or before January 1, 1999 will be year 2000 compliant.

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