Xxxxx Act Compliance. All meetings of the Governing Board and such standing committees as may be appointed shall be open to the public and shall be governed by the provisions of the Xxxxx X. Xxxxx Act (Government Code Section 54950 et seq.).
Xxxxx Act Compliance. The parties will agree upon certain restrictions on the conversion, ownership or transfer of shares of Common Stock in order to comply with the Xxxxx Act, Title 46 U.S.C. §§ 50101 et seq., and work in good faith, if necessary, to adjust this Term Sheet accordingly to comply with such restrictions.
Xxxxx Act Compliance. The Company shall review its books and records and third party publicly available information at least quarterly to determine Xxxxx Act Compliance pursuant to the requirements of Applicable Law and the Organizational Documents. If, after making such review, the Company determines, in its sole discretion, that conversion of some or all of the outstanding Xxxxx Act Warrants held by Non-U.S. Citizens that are exercisable at the time of such review will not result in (and would not reasonably be expected to result in) ownership and control by Non-U.S. Citizens in the aggregate in excess of twenty-four percent (24%) of the aggregate outstanding Common Stock after giving effect to such conversion (the “Exercise Cap”), the Company shall effect in accordance with the Xxxxx Act Warrant Agreement the automatic conversion of such amount of outstanding Xxxxx Act Warrants covered by a Warrant Exercise Notice (as defined in the Xxxxx Act Warrant Agreement) that has not been withdrawn into the total number of shares of Common Stock that the Company has so determined, in its sole discretion, may be issued at such time without causing the Exercise Cap to be exceeded or Excess Shares being issued.
Xxxxx Act Compliance. (a) Notwithstanding anything to the contrary set forth herein, if and to the extent required to satisfy the Xxxxx Act Restriction and in order to maintain Xxxxx Act Compliance, and solely to such extent, the Company, in consultation with the Required Commitment Parties, and without the consent of the transferee, shall have the authority to reallocate any New Equity as Xxxxx Act Warrants in order to maintain Xxxxx Act Compliance such that holders of Allowed Claims exercising Subscription Rights or Backstop Commitments pursuant to this Agreement and the Rights Offering Procedures that are Non-U.S. Citizens shall receive, on a proportionate basis with each other Non-U.S. Citizen (i.e., each Non-U.S. Citizen shall receive the same proportion of New Equity and Xxxxx Act Warrants as each other Non-U.S. Citizen) otherwise entitled to receive New Equity pursuant to this Agreement, the Rights Offering Procedures and the transactions contemplated by the Plan, Xxxxx Act Warrants in lieu of all or a portion of such shares of New Equity in an amount such that, in the aggregate with all other Non-U.S. Citizens affected by this Section 24 and all Non-U.S. Citizens entitled to receive New Equity under the Plan, the Xxxxx Act Restriction is satisfied, as further described in the Plan; provided that, any Commitment Party may, in its sole discretion, receive Xxxxx Act Warrants in lieu of any portion of New Equity that such Commitment Party is entitled to receive under the Plan, the Rights Offering Procedures and this Agreement. For the avoidance of doubt, any holder of Allowed Claims to which Xxxxx Act Warrants are issued shall remain obligated to pay the same purchase price therefor and to make such payment at the same time and otherwise on the same terms and conditions as if such holder were purchasing shares of New Equity pursuant hereto. Such Xxxxx Act Warrants shall have the terms and be subject to the restrictions as are set forth in the Plan. The consultation rights of the Required Commitment Parties under this Section 24 shall include the right to receive periodically during the Debtors’ process of reviewing U.S. Citizenship Affidavits reports reflecting the Debtors’ preliminary and final determinations as to whether individual holders of Allowed Claims are U.S. Citizens or Non-U.S. Citizens, but it shall not afford the Required Commitment Parties any consent or approval rights with respect to the Debtors’ final determination regarding the status of any individual ho...
Xxxxx Act Compliance. At all times during the term of this Agreement Contractor’s board of directors shall comply fully with the Xxxxx X. Xxxxx Act, Government Code Section 54950 et seq. Contractor’s obligation hereunder shall not be limited to complying with the Xxxxx Act with respect to the Services, but rather such obligations shall apply to all activities of Contractor and/or its board during the term of this Agreement.
Xxxxx Act Compliance. Each Loan Party that is the owner of a Vessel shall ensure it is in compliance with all citizenship requirements of the Xxxxx Act, except as would not reasonably be expected to result in a Material Adverse Effect.
Xxxxx Act Compliance. Each Shipowner owning Vessel Collateral consisting of a Xxxxx Act Vessel covenants that it is now, and shall so remain until any Vessel Mortgage granted pursuant to this Agreement is discharged, (i) a citizen of the United States pursuant to Section 2(c) 173 of the Shipping Act of 1916, as amended (46 USC § 50501), and the regulations in effect thereunder from time to time, as amended, and (ii) qualified to own and operate such Vessel for so long as it is documented under the laws of the United States and in the coastwise trade of the United States pursuant to 46 U.S.C. §§ 12102 and 12103, and the regulations in effect thereunder from time to time, as amended.
Xxxxx Act Compliance. Notwithstanding anything to the contrary set forth herein, if and to the extent required to satisfy the Xxxxx Act Restriction, and solely to such extent, Preemptive Rights Securityholders exercising preemptive rights pursuant to this Section 5.1 that are Non-U.S. Citizens shall receive, on a proportionate basis with each other Non-U.S. Citizen (i.e., each Non-U.S. Citizen shall receive the same proportion of Company Securities as each other Non-U.S. Citizen) otherwise entitled to receive any class of Company Securities pursuant to this Agreement, Xxxxx Act Warrants in lieu of all or a portion of such Dilutive Instruments in an amount such that, in the aggregate with all other Non-U.S. Citizens (including after giving effect to this Section 5.1(i)), the Xxxxx Act Restriction is satisfied. For the avoidance of doubt, any Preemptive Rights Securityholder to which Xxxxx Act Warrants are issued in lieu of Company Securities shall remain obligated to pay the same purchase price therefor and to make such payment at the same time and otherwise on the same terms and conditions as if such holder were purchasing Company Securities pursuant hereto.
Xxxxx Act Compliance. Since January 1, 2018, each of (x) the Company, (y) any subsidiary which owns, bareboat charters or operates any vessel documented under the laws of the United States with a coastwise endorsement (“U.S. Vessel”) for the purposes of the carriage or transport of merchandise and/or other materials in the coastwise trade of the United States of America within the meaning of 46 U.S.C. Chapter 551 as now in effect and as the same may be from time to time amended (“U.S. Coastwise Trade”), and (z) any subsidiary (i) having an ownership interest in any subsidiary which owns, operates or bareboat charters any U.S. Vessel engaged in the U.S. Coastwise Trade and (ii) which the Company relies upon to establish that the ownership, bareboat charter or operation of such U.S. Vessel complies with the U.S. Citizen requirements of the Xxxxx Act, has been and is a U.S. Citizen.
