Trading and Other Restrictions. (a) Borrower owns all Collateral free and clear of Liens, other than Permitted Liens. Borrower has not made nor consented to, nor is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of Borrower, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan Documentation.
(b) Borrower (or its Affiliate) acquired and paid the full purchase price for the Collateral Shares on or before April 30, 2018 and has continuously owned such Collateral Shares since it acquired them and the holding period (as determined in accordance with Rule 144) of Borrower as to the Collateral Shares (in the hands of Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) began on such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, the Closing Date.
(c) The Collateral Shares (i) are not subject to any Transfer Restrictions, other than Existing Transfer Restrictions, (ii) do not contain any legends on the certificates therefor or other similar types of restrictions on such Collateral Shares, and do not require any opinions from Issuer’s counsel or other documentation, or the removal of any “stop transfer order” prior to the sale of such Collateral Shares and (iii) are not subject to any shareholders agreement, investor rights agreements or any other similar agreements or any voting or other contractual restrictions other than the THL Voting Agreement and the Registration Rights Agreement.
(d) Each Loan contemplated hereunder is entered into by Borrower in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a bona fide pledge to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guar...
Trading and Other Restrictions. (a) The Pledged Shares are not subject to any restrictions on disposition by the Borrower, other than Permissible Transfer Restrictions.
(b) The Pledged Shares are not subject to any shareholders agreement that includes any Transfer Restrictions, other than Permissible Transfer Restrictions.
Trading and Other Restrictions. (a) Syngenta is aware and acknowledges that, as from the execution of this Agreement, it and all other members of the Syngenta Group and other Affiliates are or may be deemed to be acting in concert with ChemChina, BidCo and their Affiliates with respect to the Offer, in accordance with article 11 Takeover Ordinance.
(b) Syngenta agrees, at all times from the date of execution of this Agreement until (and including) the day falling six months after the end of the Additional Acceptance Period, to comply, and to procure that all of its Subsidiaries and other Affiliates comply, with the obligations set forth in article 12(1) Takeover Ordinance, including without limitation to refrain, and to procure that all of its Subsidiaries and other Affiliates refrain, from doing anything that could trigger the best price rule pursuant to articles 12(1)(b) and 10 Takeover Ordinance. Syngenta, among other things, shall, and shall procure and establish appropriate instructions or agreements to procure that its Subsidiaries and its and its Subsidiaries’ Representatives and other Affiliates shall, refrain from doing anything which may result in an obligation of ChemChina, BidCo or any other Person that may be deemed acting in concert with them, including Syngenta and its Subsidiaries, to increase the Offer Price or otherwise change the Offer Price or other terms of the Offer.
(c) Without limitation to the generality of the foregoing, Syngenta shall not, and shall procure that neither its Subsidiaries, nor any Person on its or their behalf, shall, from the date of the execution of this Agreement until (and including) the day falling six months after the end of the Additional Acceptance Period, without the prior consent of ChemChina (which shall not be unreasonably withheld; it being understood that a request by ChemChina to obtain a prior valid and binding ruling from the Swiss takeover authorities that such action or transaction is compliant with the best price rule, shall not be deemed unreasonable; it being further understood that, after having obtained such ruling, ChemChina will agree to purchases of Shares if and to the extent required to meet obligations under the Equity Plans, in accordance with Article 3.7(b), this Article 4.1 and Article 6 and the respective Equity Plan regulations, unless such an agreement would have any negative impact on the Offer), except as set forth in Article 6:
(i) acquire or pay, or agree to acquire or pay for, any Shares or other equity se...
Trading and Other Restrictions. (a) The Pledged ADS are not subject to any restrictions on transfer, other than, with respect to the Restricted ADS, the restrictions on transfer in the Subscription Agreement not otherwise waived by the Company under the Waiver Letter.
(b) The holding period (as determined in accordance with Rule 144 under the Securities Act) of the Borrower as to (i) the ordinary shares underlying the Unrestricted ADS has exceeded one year and (ii) the Restricted ADS began on November 19, 2009.
(c) Neither the Pledged ADS nor the shares underlying the Pledged ADS are subject to any shareholders agreement or any voting or other contractual restrictions.
Trading and Other Restrictions. (a) Each Borrower owns all of its assets (including all of the Collateral credited to the Collateral Accounts) free and clear of Liens, other than Permitted Liens.
(b) Neither Borrower has made or consented to, or is aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in any of its properties or assets, including the filing of a register of mortgages, charges and other encumbrances or filings of PPSA financing statements, as applicable, other than with respect to Liens granted to the Lender under the Margin Loan Documentation and Permitted Liens.
(c) Neither Borrower is subject to a holding period (as determined in accordance with applicable Canadian Securities Laws and Rule 144) with respect to the Collateral Shares.
(d) The Collateral Shares (i) are not subject to any Transfer Restrictions or Restrictive Conditions, (ii) (x) do not contain any restrictive legends, and (y) do not require any opinions from counsel, or the removal of any “stop transfer order,” or the delivery of any documentation, prior to the sale of such Collateral Shares, and (iii) except for the TransAlta Investment Agreement, are not subject to any shareholders’ agreement, investor rights agreement or any other similar agreement or any voting or other contractual restriction. The restrictions on transfer of the Common Shares in the TransAlta Investment Agreement are not binding on the Lender.
Trading and Other Restrictions. (a) The Eligible Pledged Shares are not subject to Transfer Restrictions, other than Permissible Transfer Restrictions and Transfer Restrictions of the type described in clause (j) of the definition of Potential Adjustment Event.
(b) The Eligible Pledged Shares are not subject to any shareholders agreement that includes any Transfer Restrictions, other than Permissible Transfer Restrictions and Transfer Restrictions of the type described in clause (j) of the definition of Potential Adjustment Event.
Trading and Other Restrictions. (a) The Pledgor’s ADS are not subject to any restrictions on transfer, other than, with respect to the Restricted ADS, the restrictions on transfer in the Subscription Agreement not otherwise waived by the Company under the Waiver Letter.
(b) The holding period (as determined in accordance with Rule 144 under the Securities Act) of the Borrower as to (i) the ordinary shares underlying the Unrestricted ADS has exceeded one year and (ii) the Restricted ADS began on the Closing Date.
(c) Neither the Pledgor’s ADS nor the shares underlying the Pledgor’s ADS are subject to any shareholders agreement or any voting or other contractual restrictions.
Trading and Other Restrictions. (a) Borrower owns all of its assets (including all of the Collateral pledged pursuant to a Security Agreement) free and clear of Liens, other than Permitted Liens.
(b) Xxxxxxxx has not made nor consented to, nor is aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in any of its properties, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Lenders under the Margin Loan Documentation and Permitted Liens.
(c) The holding period (as determined in accordance with Rule 144) of Borrower and each Lender with respect to the Collateral Shares began no later than the Closing Date. The Collateral Shares are eligible for resale pursuant to Rule 144A under the Securities Act.
(d) The Collateral Shares (i) are not subject to any Transfer Restrictions or Restrictive Conditions, other than Permitted Transfer Restrictions or Permitted Restrictive Conditions, (ii) (x) do not contain any restrictive legends (it being understood that the Issuer Agreements do not constitute “restrictive legends” for this purpose) other than any legend set forth in the Investment Agreement as in effect on the date hereof and (y) do not require any opinions from counsel, or the removal of any “stop transfer order,” or the delivery of any documentation, prior to the sale of such Collateral Shares and (iii) are not subject to any shareholders’ agreement, investor rights agreement or any other similar agreement or any voting or other contractual restriction, other than the Investment Agreement, the Registration Rights Agreement and the Issuer Agreements.
Trading and Other Restrictions. 3739 Section 3.13. Capitalization and Subsidiaries 3839
Trading and Other Restrictions. (a) Borrower is the direct, sole beneficial owner and sole holder of record of all Collateral.
(b) (i) Borrower’s holding period (as determined in accordance with Rule 144) as to the Collateral Shares consisting of TGP Shares and TOO Shares (excluding the 2015 Additional TOO Shares) began more than one year prior to the date hereof., (ii) Borrower’s holding period (as determined in accordance with Rule 144) as to the Collateral Shares consisting of the 2015 Additional TOO Shares began on July 31, 2015 and (iii) Borrower’s holding period (as determined in accordance with Rule 144) as to the Collateral Shares consisting of (x) 8,076,530 TNK Shares began more than one year prior to the date hereof (the “2013 TNK Shares”), (y) 4,166,666 TNK Shares began on December 24, 2014 (the “2014 TNK Shares”) and (z) 4,511,278 TNK Shares began on August 7, 2015 (the “2015 TNK Shares”).
(c) The Collateral Shares constituting Eligible Collateral (i) are not subject to any restrictions on transfer or pledge that affect the ability of any Obligor to consummate any of the Transactions contemplated by the Margin Loan Documents or the ability of Administrative Agent, Collateral Agent or any Lender to exercise any remedies contemplated by the Margin Loan Documents, other than Existing Transfer Restrictions, (ii) do not contain any legends on the certificates therefor or other similar types of restrictions on such Shares, and do not require any opinions from Issuer’s counsel, or the removal of any “stop transfer order” prior to the sale of such Shares, (iii) are not subject to any shareholders agreement, investor rights agreements, or any other similar agreements or any voting or other contractual restrictions that affect the ability of any Obligor to consummate any of the Transactions contemplated by the Margin Loan Documents or the ability of Administrative Agent, Collateral Agent or any Lender to exercise any remedies contemplated by the Margin Loan Documents and (iv) have been duly authorized and validly issued and are fully paid and non-assessable.
