Unlawful Distributions. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure that such compliance is not required, including, without limitation, establishing procedures for the issuance to a Canadian or the United States resident trustee of Rights or securities issuable on exercise of Rights, the holding thereof in trust for the Persons entitled thereto (but reserving to the trustee or to the trustee and the Corporation, as the Corporation may determine, absolute investment discretion with respect thereto) and the sale thereof and remittance of proceeds of such sale, if any, to the Persons entitled thereto. In no event shall the Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes. Notwithstanding the foregoing, to the extent that the issuance or delivery of the Rights or securities issuable on exercise of Rights to Persons who are citizens, residents or nationals of any such jurisdiction in which such issue or delivery would be so unlawful, such Rights or securities shall be issued and delivered to such Persons to the extent the same may be so issued and delivered in reliance upon applicable exemptions from registration requirements in such jurisdictions.
Unlawful Distributions. The Company shall not make any Unlawful Distributions of its assets to any Member. Except as otherwise provided under the Act, a Distribution shall be an "Unlawful Distribution" within the meaning of this Agreement if, immediately after the Distribution, the aggregate value of the Company's liabilities would exceed the aggregate value of its assets, or if, as a result of the Distribution, the Company would be unable to pay its reasonably foreseeable obligations as they become due.
Unlawful Distributions. If, upon the advice of outside counsel, any action or event contemplated by this Agreement would require compliance with the applicable securities laws of a jurisdiction outside of Canada or the United States, the Board acting in good faith may take such actions as it may deem appropriate to ensure that such compliance is not required, including without limitation establishing procedures for the issuance to a Canadian or United States resident Fiduciary of Rights or securities issuable on exercise of Rights, the holding thereof in trust for the Persons entitled thereto (but reserving to the Fiduciary or to the Fiduciary and the Corporation, as the Corporation may determine, absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the Persons entitled thereto. In no event shall the Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to Persons who are citizens, residents or nationals of any jurisdiction other than Canada and any province or territory thereof and the United States and any state thereof in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.
Unlawful Distributions. 49 5.9 Notices..............................................................................................50 5.10
Unlawful Distributions. 8 5.6 Payment of Debts before Distribution.......................9 5.7 Allocation of Profits, Losses, Credits and Distributions...
Unlawful Distributions. Any Member who has received a distribution from the Company based upon the value of his or her Capital Contribution and who had no knowledge that such distribution violated Section 508(a) of the NYLLC Law shall have no liability to the Company or to its creditors for such distribution. However, if such Member knew or should have known that such distribution was, at the time of such distribution, contrary to such statute, then such member shall be liable to the Company for the amount of such distribution.
Unlawful Distributions. As of the Closing Date, the Company's obligation to make the payments required under Section 3.2 above does not violate Section 18-607(a) of the Delaware Limited Liability Company Act.
Unlawful Distributions. Permit the Borrower to make any distribution in violation of Cayman Islands law applicable to it.
