Transaction Restrictions. Merchant will not submit to Processor any transaction: (a) Merchant knows is illegal or should know is illegal; (b) Merchant knows, or should know, is fraudulent or unauthorized; (c) which violates any Rule or Law; (d) originated through any method (e.g. card present, mail order, telephone order, e-commerce order, or pre-authorized order) which is not designated on the Merchant Application or which has not been approved by Processor; (e) which represents a sale to any principal, partner, or owner of Merchant; or (f) in connection with any Merchant location other than those locations set forth on the Merchant Application. Additionally, Merchant will not: (g) obtain multiple Authorizations for amounts less than the total sale amount; (h) obtain an Authorization for the purpose of setting aside a Cardholder’s credit line for use in future sales; (i) extend credit for or defer the time of payment of the total cash price in any transaction; (j) extract any agreement or security from a Cardholder in connection with a transaction; (k) submit any transaction that was not originated directly between Merchant and a Cardholder for those goods or services set forth on the Merchant Application and provided by Merchant; (l) use Merchant’s own Card or the Card of any owner or principal in any Transaction; (m) initiate any credit unless the Account contains sufficient funds to pay for such credit; (n) use the Equipment for any purpose other than use of the Services; (o) use any information obtained in connection with this Agreement to evaluate, or draw or convey any inference concerning, a person’s creditworthiness, standing, capacity, character, general reputation, personal characteristics, or mode of living; (p) disclose any information obtained regarding a transaction to any third party except as required by the Rules or Laws; (q) add any tax to a transaction unless required by Law; (r) disburse funds, cash, travelers checks, or cash equivalents to a Cardholder in connection with a transaction (except as explicitly allowed by the Rules); or (s) accept any Card for an unlawful transaction, including without limitation any unlawful internet gambling transaction.
Transaction Restrictions. You may not use your Card for online gambling, illegal transactions, or transactions outside the United States. We or a Primary Administrator may restrict transactions based on Merchant Category Code or Merchant ID. We may refuse to process any transaction we believe violates these Terms or our agreements with the networks in which we participate.
Transaction Restrictions. Merchant will not submit any transaction to Vantage which (a) adds any surcharge, unless Merchant has properly notified Vantage and the Card Brands and such surcharge is compliant with the Rules and Law; (b) adds any tax to the transaction, except for those taxes allowed or required by Law, and all such required or allowed taxes must be included in the transaction amount and not separately collected; (c) received any authorization response other than “approved” or for which an authorization was not obtained; (d) is for products that have not yet shipped or services have not yet been performed, as applicable; (e) is made up of multiple authorization requests for amounts less than the total sale amount; (f) results in the disbursement of cash, scrip, or cash equivalents; or (g) involves any goods or services which are counterfeit or infringe on any party’s intellectual property rights. Merchant will not submit any refund or credit to Vantage which: does not result from a sales transaction processed by Vantage; exceeds the amount shown on the original sales transaction; is not credited to the Card used in the original sale transaction (or for which the original sales transaction did not involve a Card); would result in an overdraft; or more than two days after a non-disputed request or a regulatory requirement granting the customer a right to a refund. If Merchant, or any third party service provider or vendor of Merchant, adds any surcharge to a transaction submitted to Vantage, Merchant represents and warrants to Vantage that (x) Merchant has reviewed and approved such surcharge; (y) such surcharge is compliant with all Rules and Law; and (z) Merchant has fully complied with the requirements set forth in part (a) of this Section 4.3.
Transaction Restrictions. (a) The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 2(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of an Investor under this Agreement.
(b) The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an "accredited investor" as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Investor may transfer pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith, provided that the pledgee certifies to the Company that the requirements set forth in this Section 2(b) are met. Further, no notice shall be required of such pledge. At the appropriate Investor's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares, including, if the Shares are subject to registration pursuant to this Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder.
(c) Certificates evidencing the Shares shall not contain any legend or stop transfer order, including the legend set forth in Section 1 of the Stock Purchase Agreement: (i) while a registration statement (including the Registration Statement) covering the r...
Transaction Restrictions. Authorized User may not use a Card for online gambling or illegal transactions. We will not be responsible or liable for any illegal transactions attempted. A Business Administrator may restrict transactions (a) based on Merchant Category Code, (b) purchases originating outside of the United States, or (c) purchases made to sellers outside of the United States. We may refuse to process any transaction we believe violates the terms of this Agreement.
Transaction Restrictions. Each holder of this Warrant Certificate, by acceptance hereof, understands and acknowledges that none of these Warrants or any Warrant Shares have been registered under the Securities Act and may not be offered, sold, pledged, hypothecated or otherwise disposed of in the absence of a registration statement in effect with respect to the offer and disposition of said securities under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Each holder of this Warrant Certificate, by acceptance hereof, represents that it will offer or sell the Securities only in accordance with the Securities Act and, in the case of offers and sales made in accordance with exemptions therefrom, only after having delivered to the Company a satisfactory legal opinion that said offer and sale is in effect so exempt. Each holder hereof agrees and acknowledges that every certificate representing the Warrants and the Warrant Shares will bear a legend to the foregoing effect.
Transaction Restrictions. From and after the date on which Escrow Share Property is required to be liquidated pursuant to Section I.3(a)-(e) (determined without regard to any limitation on sale arising under Rule 144) in respect of an Unpaid Claim and until such claim is no longer outstanding, none of the Sellers or any Principal shall (and each shall cause each of its affiliates whose sales would be aggregated with it for purposes of Rule 144 to not) engage in any transaction in the securities of KCAP that would reduce the volume of securities that may be liquidated by the Escrow Agent hereunder at any time. For the avoidance of doubt, neither the liquidation of Escrow Share Property pursuant to this Agreement nor the transfer of securities (including Escrow Share Property) (pursuant to a tender offer or exchange offer or pursuant to any sale or exchange in respect of securities (including Escrow Share Property) arising by operation of law, including, without limitation, a merger, consolidation or recapitalization), shall be deemed to be a transaction engaged in by the Sellers or any of their affiliates for purposes of this Section I.3(g).
Transaction Restrictions. The Investor understands and ------------------------ acknowledges that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Investor represents that, until 40 days after the later of the commencement of the offering and the Closing Date, it will offer or sell the Securities only in accordance with Rule 903 of Regulation S under the Securities Act. Accordingly, the Investor represents, warrants and covenants that it is not a U.S. person and neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts in the United States with respect to the Securities, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph 4 have the meanings given to them by Regulation S.
Transaction Restrictions. (i) An Executive Officer making a withdrawal from the Plan must either cease further purchases in the Plan for six months from the date of such withdrawal or must hold such withdrawn stock for at least six months before selling it.
(ii) Any Executive Officer who ceases participation in the Plan may not resume participation for at least six months. Any election by an Executive Officer to decrease his/her level of participation in the Plan to a nominal amount constitutes a cessation of participation in the Plan and such Executive Officer may NOT
Transaction Restrictions. 4.8.1 Acquiror will offer and issue Acquiror Common Stock to Kagan without registration under the Securities Act of 1993, as amended (the "Securities Act"), by reason of exemption from the registration requirements set forth in Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
4.8.2 Kagan represents and warrants to Acquiror that he is acquiring Acquiror Common Stock, for his own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act and he has no present intention of selling, granting participating in or otherwise distribution the same unless and until a Registration Statement (as hereinafter defined) shall become effective.
4.8.3 Kagan understands that (i) the shares of Acquiror Common Stock have not been registered under the Securities Act, by reason of their issuance by Acquiror in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") which exemption depends, among other things, upon the bona fide nature of the Seller's investment intent as expressed herein and (ii) Acquiror Common Stock to be acquired by such Seller must be held by such Seller indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration.
4.8.4 Kagan further understands that the exemption from registration afforded by Rule 144 and Rule 144A (the provisions of which are known to such Seller) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 or Rule 144A may only afford the basis for sales only in limited amounts.
