Transactions Excluded Sample Clauses

Transactions Excluded. Notwithstanding anything to the contrary, the direct or indirect acquisition of AMI Interests by a CRC Person pursuant to any transaction described in this Section 2.2 shall be excluded from and not subject to Section 2.1. (a) Any acquisition of equity securities in a Person that owns or holds AMI Interests if: (i) such equity securities constitute less than 50% of the outstanding equity securities and voting power of such Person; (ii) following the consummation of the acquisition, the value of the AMI Interests held by such Person represent less than 10% of the value of all of the assets held by such Person; and (iii) no CRC Person otherwise controls such Person (as the term “control” is defined in the definition of the term “Affiliate”). (b) Any direct or indirect acquisition of AMI Interests as a result of a CRC Business Transaction in which the value of the AMI Interests included in such transaction represents less than 20% of the total consideration paid by the applicable CRC Person in such CRC Business Transaction.
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Transactions Excluded. The requirement that Playa pay to EA (including any EA Affiliate possessing the lessee’s interest under the Lease) the Profit Participation Allocation pursuant to this Agreement shall expressly not apply in the event that Playa transfers the Phase I to a Playa Affiliate or a Foreclosure Owner (“Excluded Transaction”), provided that any Playa Affiliate who acquires title to Phase I shall be obligated to pay the Profit Participation Allocation to EA in accordance with the terms of this Agreement if -5- ELECTRONIC ARTS INC. [Profit Participation Agreement] such Playa Affiliate subsequently sells, conveys or transfers Phase I, to an Unaffiliated Third Party, specifically including a sale of Phase I, to EA or an EA Affiliate.
Sample 1
Transactions Excluded. The Investors’ Rights of Participation contained in this Agreement shall not pertain or apply to (i) any pledge of Common Stock or Series Preferred made by the Principal Shareholder which creates a mere security interest, provided the pledgee shall furnish the Principal Shareholder with a written agreement to be bound by and comply with all provisions of this Agreement applicable to the Principal Shareholder, (ii) if applicable, any sales or transfers of Common Stock or Series Preferred by the Principal Shareholder, either during such Principal Shareholder’s lifetime or on death by will or intestacy, to such Principal Shareholder’s spouse, family members, or (in the case of transfer only by will or intestacy) other beneficiary, or any custodian or trustee for the account of such Principal Shareholder or such Principal Shareholder’s spouse, family members, or (in the case of transfer only by will or intestacy) other beneficiary, or to entities which are controlled, or the beneficial interests of which are owned, exclusively by such Principal Shareholder or such Principal Shareholder’s family members, provided that in each case, the transferee shall receive and hold such Common Stock or Series Preferred subject to the provisions of this Agreement and shall furnish to the parties hereto a written agreement to be bound by and comply with all provisions of this Agreement applicable to such Principal Shareholder in respect of such Common Stock or Series Preferred so transferred, or (iii) any isolated sales by the Principal Shareholder up to an aggregate of 1,929,995 shares (20% of the shares owned by the Principal Shareholder as of the Series B Closing Date) as adjusted for stock splits, dividends and the like and (iv) any other transfer approved by the Board, including the affirmative vote of the Preferred Director(s). Unless approved by the Board of Directors, the Principal Shareholder shall not sell, transfer or assign his shares to a direct competitor or a former employee of the Company.
Sample 1

Related to Transactions Excluded

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Non-Arm’s Length Transactions To the knowledge of the Company, after due inquiry, except as disclosed in writing to the Underwriters or in the Registration Statement, the Time of Sale Information and the Prospectuses, neither the Company nor any subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or any other person not dealing at arm’s length with the Company or any subsidiary which is required to be disclosed by applicable Canadian Securities Laws.

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Foreign Transactions Visa. Purchases and cash withdrawals made in foreign currencies will be debited from your account in U.S. dollars. The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Visa from a range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa itself receives or the government-mandated rate in effect for the applicable central processing date. The exchange rate used on the processing date may differ from the rate that would have been used on the purchase date or cardholder statement posting date.

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Recurring Transactions If you intend to use the Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring Transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. If these Recurring Transactions may vary in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If you have told us in advance to make Recurring Transactions from your Card Account, you can stop the payment by calling us at 0-000-000-0000 or writing us at 0000 X. Xxxxxxxxxx Xxxxx, Xxxx# 000, Xxxxx Xxxxxx, XX 00000xx time for us to receive your request at least three (3) business days before the scheduled date of the payment. If you call, we also may require you to put your request in writing and get it to us within fourteen (14) days after you call. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, and we do not do so, we may be liable for your losses or damages. If you have authorized a merchant to make the recurring payment, you should also contact the applicable merchant in order to stop the transaction.

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