Common use of Xxxxx Act Restrictions Clause in Contracts

Xxxxx Act Restrictions. Notwithstanding the other provisions of this Warrant Agreement, in order to facilitate the Company’s compliance with the provisions of 46 U.S.C. § 55102 and the regulations promulgated thereunder, commonly referred to as the “Xxxxx Act,” and related Maritime Laws concerning the ownership of the Common Stock by Non-U.S. Citizens, with regard to its operation of vessels in the coastwise trade of the United States and with certain contractual obligations of the Company with the United States Government: (A) In connection with any exercise or conversion of the Warrant, Warrantholder (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) shall advise the Company whether or not it satisfies the requirements to be a U.S. Citizen. Under its Charter, the Company may require a Warrantholder (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) to provide it with such documents and other information as it may request as reasonable proof of that the Warrantholder (or, if not the Warrantholder, such other Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) satisfies the requirements to be a U.S. Citizen. (B) No Warrantholder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants to the extent the receipt of the Common Stock deliverable upon exercise or conversion of the Warrants would cause such Person or any Person whose ownership position would be aggregated with that of such Person to exceed 4.9% of the aggregate number of shares of Common Stock outstanding at such time (excluding, for purposes of this Section 17(B), shares of Common Stock issuable upon exercise or conversion of all outstanding Warrants and Notes). (C) No Warrantholder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the stock issuable upon exercise or conversion of the Warrants) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants to the extent the shares of Common Stock deliverable upon exercise or conversion of the Warrants would constitute Excess Shares if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of a Warrant. (D) Any sale, transfer or other disposition of a Warrant by any Warrantholder that is a Non-U.S. Citizen to a Person who is a U.S. Citizen must be a complete transfer of such Warrantholder’s interests to such Person in the Warrant and the Common Stock issuable upon exercise or conversion thereof with no ability to direct or control such Person. The foregoing restriction shall also apply to any Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants.

Xxxxx Act Restrictions. Notwithstanding the other provisions of this Warrant Agreement, in order to facilitate the Company’s compliance with the provisions of 46 U.S.C. § 55102 and the regulations promulgated thereunder, commonly referred to as the “Xxxxx Act,” and related Maritime Laws concerning the ownership of the Common Stock by Non-U.S. Citizens, with regard to its operation of vessels in the coastwise trade of the United States and with certain contractual obligations of the Company with the United States Government: (Aa) In connection with any exercise or conversion of the Warrant, a Warrantholder (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) shall advise the Company whether or not it satisfies the requirements to be a U.S. Citizen. Under its Charter, the Company may require a Warrantholder (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) to provide it with such documents and other information as it may request as reasonable proof of that the Warrantholder (or, if not the Warrantholder, such other Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) satisfies the requirements to be a U.S. Citizen. (Bb) No Warrantholder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants to the extent the receipt of the Common Stock deliverable upon exercise or conversion of the Warrants would cause such Person or any Person whose ownership position would be aggregated with that of such Person to exceed 4.9% of the aggregate number of shares of Common Stock outstanding at such time (excluding, for purposes of this Section 17(B3.03(b), shares of Common Stock issuable upon exercise or conversion of all outstanding Warrants and Notes). (Cc) No Warrantholder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the stock issuable upon exercise or conversion of the Warrants) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants to the extent the shares of Common Stock deliverable upon exercise or conversion of the Warrants would constitute Excess Shares if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of a Warrant. (Dd) Any sale, transfer or other disposition of a Warrant by any Warrantholder that is a Non-U.S. Citizen to a Person who is a U.S. Citizen must be a complete transfer of such Warrantholder’s interests to such Person in the Warrant and the Common Stock issuable upon exercise or conversion thereof with no ability to direct or control such Person. The foregoing restriction shall also apply to any Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants.

Xxxxx Act Restrictions. Notwithstanding the other provisions of this Warrant AgreementWarrant, in order to facilitate the Company’s compliance with the provisions of 46 U.S.C. § 55102 and the regulations promulgated thereunder, commonly referred to as the “Xxxxx Act,” and related Maritime Laws concerning the ownership of the Common Stock by Non-U.S. Citizens, Act with regard to its operation of vessels in the coastwise trade of the United States U.S. Coastwise Trade and with certain contractual obligations of the Company with the United States Governmentgovernment: (Aa) In connection with any exercise or conversion of the this Warrant, Warrantholder the Holder (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the shares of Common Stock issuable upon exercise or conversion of the Warrants) shall advise the Company whether or not it satisfies the requirements to be a U.S. Citizen. Under its If such Holder or Person advises the Company that it satisfies the requirements to be a U.S. Citizen, under the Company Charter, the Company may require a Warrantholder Holder (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the shares of Common Stock issuable upon exercise or conversion of the Warrants) to provide it with such documents and other information as it may reasonably request as to establish to the Company’s reasonable proof of satisfaction that the Warrantholder (or, if not the Warrantholder, such other Holder and/or Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) satisfies the requirements to be is a U.S. Citizen. (Bb) No Warrantholder Holder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the shares of Common Stock issuable upon exercise or conversion of the Warrants) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants to the extent the receipt of the shares of Common Stock deliverable issuable upon exercise or conversion of the such Warrants would cause such Person or Holder and/or any Person whose ownership position would be aggregated with that of such Holder and/or Person to exceed 4.9% of the aggregate number of shares of Common Stock outstanding at such time (excluding, for purposes of this Section 17(B), shares of Common Stock issuable upon exercise or conversion of all outstanding Warrants and Notes)time. (Cc) No Warrantholder Holder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the stock shares of Common Stock issuable upon exercise or conversion of the Warrants) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants to the extent the shares of Common Stock deliverable upon exercise or conversion of the Warrants would constitute Excess Shares if they were issued, which shall be determined by the Company in its sole reasonable discretion at the time of any proposed exercise or conversion of a Warrant. (Dd) Any sale, transfer or other disposition of a Warrant by any Warrantholder Holder that is a Non-U.S. Citizen to a Person who is a U.S. Citizen must be a complete transfer of such WarrantholderHolder’s interests to such Person in the Warrant and the shares of Common Stock issuable upon exercise or conversion thereof with no ability to direct or control such Person. The foregoing restriction shall also apply to any Person that the Warrantholder Holder has designated to receive the shares of Common Stock issuable upon exercise or conversion of the Warrants.

Xxxxx Act Restrictions. Notwithstanding the other provisions of this Warrant Agreement, in order to facilitate the Company’s compliance with the provisions of 46 U.S.C. § 55102 and the regulations promulgated thereunder, commonly referred to as the “Xxxxx Act,” and related Maritime Laws concerning the ownership of the Common Stock by Non-U.S. Citizens, with regard to its operation of vessels in the coastwise trade of the United States and with certain contractual obligations of the Company with the United States Government: (Aa) In connection with any exercise or conversion of the Warrant, Warrantholder (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) shall advise the Company whether or not it satisfies the requirements to be a U.S. Citizen. Under its Charter, the Company may require a Warrantholder (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) to provide it with such documents and other information as it may request as reasonable proof of that the Warrantholder (or, if not the Warrantholder, such other Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) satisfies the requirements to be a U.S. Citizen. (Bb) No Warrantholder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants to the extent the receipt of the Common Stock deliverable upon exercise or conversion of the Warrants would cause such Person or any Person whose ownership position would be aggregated with that of such Person to exceed 4.9% of the aggregate number of shares of Common Stock outstanding at such time (excluding, for purposes of this Section 17(B3.03(b), shares of Common Stock issuable upon exercise or conversion of all outstanding Warrants and Notes). (Cc) No Warrantholder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the Warrantholder, the Person that the Warrantholder has designated to receive the stock issuable upon exercise or conversion of the Warrants) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants to the extent the shares of Common Stock deliverable upon exercise or conversion of the Warrants would constitute Excess Shares if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of a Warrant. (D) Any sale, transfer or other disposition of a Warrant by any Warrantholder that is a Non-U.S. Citizen to a Person who is a U.S. Citizen must be a complete transfer of such Warrantholder’s interests to such Person in the Warrant and the Common Stock issuable upon exercise or conversion thereof with no ability to direct or control such Person. The foregoing restriction shall also apply to any Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants.

Xxxxx Act Restrictions. Notwithstanding the other provisions of this Warrant AgreementArticle 14, in order to facilitate the Company’s compliance with the provisions of 46 U.S.C. § 55102 and the regulations promulgated thereunder, commonly referred to as the “Xxxxx Act,” and related Maritime Laws concerning the ownership of the Common Stock by Non-U.S. Citizens, with regard to its operation of vessels in the coastwise trade of the United States and with certain contractual obligations of the Company with the United States Government: (Aa) In connection with any exercise or conversion of the WarrantNotes, Warrantholder the Holder (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the Common Stock issuable upon exercise or conversion of the WarrantsNotes) shall advise the Company whether or not it satisfies the requirements to be a U.S. Citizen. Under its Charter, the Company may require a Warrantholder Holder (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the Common Stock issuable upon exercise or conversion of the WarrantsNotes) to provide it with such documents and other information as it may request as reasonable proof of that the Warrantholder Holder (or, if not the WarrantholderHolder, such other Person that the Warrantholder Holder has designated to receive the Common Stock issuable upon exercise or conversion of the WarrantsNotes) satisfies the requirements to be a U.S. Citizen. (Bb) No Warrantholder Holder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the Common Stock issuable upon exercise or conversion of the WarrantsNotes) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants conversion right with respect to the Notes to the extent the receipt of the Common Stock Stock, if any, deliverable upon exercise or conversion of the Warrants Notes would cause such Person or any Person whose ownership position would be aggregated with that of such Person to exceed 4.9% of the aggregate number of shares of Common Stock outstanding at such time (excluding, for purposes of this Section 17(Bclause (b), shares of Common Stock issuable upon exercise or conversion of all outstanding Warrants and Notes). (Cc) No Warrantholder Holder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the stock issuable upon exercise or conversion of the WarrantsNotes) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants Notes to the extent the shares of Common Stock deliverable upon exercise or conversion of the Warrants Notes would constitute Excess Shares if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of a Warrant. (D) Any saleany Notes. Instead, transfer or other disposition of a Warrant by any Warrantholder that is a Non-U.S. Citizen to a Person who is a U.S. Citizen must be a complete transfer settlement of such Warrantholder’s interests shares will be made by delivering Warrants to such Person Holder in the lieu of such Excess Shares on a one-for-one basis (i.e., such converting Holder will receive one Warrant and the in lieu of each share of Common Stock issuable upon exercise or conversion thereof with no ability to direct or control such Person. The foregoing restriction shall also apply to any Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrantsconstituting an Excess Share).

Xxxxx Act Restrictions. Notwithstanding the other provisions of this Warrant AgreementWarrant, and subject to that certain letter agreement entered into by the Company and the Holder on even date herewith, in order to facilitate the Company’s compliance with the provisions of 46 U.S.C. § 55102 and the regulations promulgated thereunder, commonly referred to as the “Xxxxx Act,” and related Maritime Laws concerning the ownership of the Common Stock by Non-U.S. Citizens, Act with regard to its operation of vessels in the coastwise trade of the United States U.S. Coastwise Trade and with certain contractual obligations of the Company with the United States Governmentgovernment: (Aa) In connection with any exercise or conversion of the this Warrant, Warrantholder the Holder (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the shares of Common Stock issuable upon exercise or conversion of the Warrants) shall advise the Company whether or not it satisfies the requirements to be a U.S. Citizen. Under its If such Holder or Person advises the Company that it satisfies the requirements to be a U.S. Citizen, under the Company Charter, the Company may require a Warrantholder Holder (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the shares of Common Stock issuable upon exercise or conversion of the Warrants) to provide it with such documents and other information as it may reasonably request as to establish to the Company’s reasonable proof of satisfaction that the Warrantholder (or, if not the Warrantholder, such other Holder and/or Person that the Warrantholder has designated to receive the Common Stock issuable upon exercise or conversion of the Warrants) satisfies the requirements to be is a U.S. Citizen. (Bb) No Warrantholder Holder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the shares of Common Stock issuable upon exercise or conversion of the Warrants) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants to the extent the receipt of the shares of Common Stock deliverable issuable upon exercise or conversion of the such Warrants would cause such Person or Holder and/or any Person whose ownership position would be aggregated with that of such Holder and/or Person to exceed 4.9% of the aggregate number of shares of Common Stock outstanding at such time (excluding, for purposes of this Section 17(B), shares of Common Stock issuable upon exercise or conversion of all outstanding Warrants and Notes)time. (Cc) No Warrantholder Holder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the WarrantholderHolder, the Person that the Warrantholder Holder has designated to receive the stock shares of Common Stock issuable upon exercise or conversion of the Warrants) is a U.S. Citizen for purposes of Xxxxx Act compliance may exercise or convert any Warrants to the extent the shares of Common Stock deliverable upon exercise or conversion of the Warrants would constitute Excess Shares if they were issued, which shall be determined by the Company in its sole reasonable discretion at the time of any proposed exercise or conversion of a Warrant. (Dd) Any sale, transfer or other disposition of a Warrant by any Warrantholder Holder that is a Non-U.S. Citizen to a Person who is a U.S. Citizen must be a complete transfer of such WarrantholderHolder’s interests to such Person in the Warrant and the shares of Common Stock issuable upon exercise or conversion thereof with no ability to direct or control such Person. The foregoing restriction shall also apply to any Person that the Warrantholder Holder has designated to receive the shares of Common Stock issuable upon exercise or conversion of the Warrants.