US Security. Act Provisions, -------------------------------
12.1 All Parties have agreed that the Stock Units transferred and/or allotted to the A Group Shareholders or issued pursuant to the exercise of Warrants are not transferred or allotted with the present view towards the distribution thereof. The A Group Shareholders covenant with BG and the Purchaser that they will not dispose of Stock Units in the Purchaser except:
12.1.1 pursuant to an effective registration statement under the Securities Act of 1933, as amended; and/or;
12.1.2 in any other transaction which is exempt from registration under the Securities Act of 1933, as amended, and complies with the rules and regulations of the Securities and Exchange Commission.
12.2 In order to implement and enforce the above covenant an appropriate endorsement will be placed upon each of the certificates of Stock Units at the time of distribution of those certificates and stop transfer instructions shall be placed with the transfer agent for the Stock Units.
12.3 Each A Group Shareholder acknowledges that it is aware that Stock Units in the Purchaser transferred or allotted will not have been registered pursuant to the Securities Act of 1933, as amended; and, therefore, under current interpretations and applicable rules, each A Group Shareholder will probably have to retain such Stock Units for a period of at least one year and at the expiration of the one year period sales may be confined to brokerage transactions of limited amounts requiring certain notification filings with the Securities and Exchange Commission.
12.4 Each A Group Shareholder acknowledges that it is aware the common shares issued upon the exercise of the warrants issued by the Purchaser will be subject to the resale restrictions under Rule 144 of United States Securities Act of 1933. As the common shares issued upon the exercise of warrants will not be issued pursuant to a registration statement the certificates representing the common shares will be stamped with a legend placing certain restrictions on transfer. The Stock Units will be deemed restricted and cannot be resold for at least one year from the date of issue. Thereafter, sales of such common shares will generally not be permitted unless:
12.4.1 a public trading market then exists for the Stock Units of the Purchaser; and;
12.4.2 adequate information concerning the Purchaser is then available to the public; and;
12.4.3 the proposed disposition does not exceed more than 1% of the outstandin...
US Security. The Parent will procure that as soon as reasonably practicable and in any event within 30 days following the Completion Date:
(i) a mortgagee title insurance policy or binding commitment to issue such title insurance policy is delivered to the Facility Agent in respect of the property at Nederland, Texas (the "Mortgage Policy") on terms reasonably satisfactory to the Facility Agent and in an amount no exceeding US$5,000,000 and shall include an endorsement for future advances under this Agreement and for any other matter that the Facility Agent in its discretion may reasonably request (to the extent available in the jurisdiction of such property), (b) shall not include an exception for mechanics' liens, and (c) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Facility Agent in its discretion may reasonably request;
(ii) a mortgage over the property at Nederland, Texas is granted providing a valid and enforceable first priority security on such property free of encumbrances except as permitted under this Agreement;
(iii) if it does not do so on or prior to the date of Completion the Facility Agent receives an opinion of local counsel to the Borrowers in Tennessee, Mississippi and Texas, in form and substance satisfactory to the Facility Agent, with respect to, among other things, the enforceability of the mortgages that secure any properties in each jurisdiction;
(iv) if not satisfied on or prior to the date of Completion, use all reasonable endeavours to obtain a landlord's consent and agreement in the form agreed to by the Parent and the Facility Agent, from each of the landlords under the lease agreements with respect to properties located in Olive Branch, Mississippi; Nederland, Texas; Tustin, CA; Xxxxxxx Xxxxxx, MO; Xxxxxxx, Tennessee and Memphis, Tennessee.
US Security. U.S. pledges over the shares of the companies listed at (a) to (y) inclusive in paragraph 3.6.6 of this Memorandum.
US Security. The pledged assets shall include the Collateral. For all periods during which the Collateral is evidenced by physical share certificates in the name of the Purchaser, such share certificates, together with stock transfer powers relating to such certificates duly executed by the Purchaser in blank, shall be pledged to and delivered to the Security Agent. The security over the Collateral shall be granted in favour of the pledgee subject to compliance by the pledgee with the terms of the registration rights agreement and the lock-up agreement. The security will include an assignment of all rights granted in favour of the Purchaser to register the Collateral with the SEC including all rights under the registration rights agreement by and among VimpelCom and the Purchaser, to be dated on or around the Closing Date. The Company shall undertake in the pledge agreement to use all reasonable endeavours to assist the Security Agent with such registration and shall provide a power of attorney in favour of the Security Agent to do all things required of a holder to effect listing on the New York Stock Exchange. In addition, once such Collateral becomes registered with the SEC and therefore become held via a securities intermediary (which securities intermediary must be acceptable to the Security Agent), the Purchaser shall cause such control agreements to be executed by the Purchaser, the securities intermediary and the Security Agent such that the Security Agent shall have full dominion and control of the Collateral (or any ADRs or similar securities representing such Collateral).
