Contractual Restrictions definition

Contractual Restrictions mean Contractual Obligations of the Borrower or any of its Subsidiaries limiting or restricting any of the following activities of the Borrower or any of its Subsidiaries: (a) Restricted Payments, (b) the repayment or prepayment of intercompany notes or other intercompany obligations or reimbursements of management and other intercompany charges, expenses or accruals or other returns on investment, (c) Disposition, (d) Debt Incurrence, (e) Equity Issuance or (f) activities related to the foregoing.
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Contractual Restrictions means any provision of any agreement which is enforceable by the Company against the Purchaser (which restrictions have not been waived by the Company). For the avoidance of doubt, this Section 5.5(b) shall not impose upon the Company any obligation to register shares of its Common Stock in addition to or different from the provisions of any registration rights agreement. The provisions of this Section 5.5(b) shall be inapplicable to any acquisition of securities of the Company by the Purchaser or a Purchaser Affiliate if such acquisition causes the Purchaser's beneficial ownership of the Company to equal or exceed [**]% of the outstanding shares of Common Stock (calculated consistent with Section 5.5(a)(ii) of this Agreement) or to equal or exceed [**]% of the Voting Interest of the Company (a "[**]% Acquisition").
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Contractual Restrictions mean Contractual Obligations of the Borrower or any Collateral Party (or any Subsidiary of a Collateral Party) limiting or restricting any of the following activities of the Borrower or any Collateral Party (or any Subsidiary of a Collateral Party): (a) Restricted Payments, (b) the repayment or prepayment of intercompany notes or other intercompany obligations or reimbursements of management and other intercompany charges, expenses or accruals or other returns on investment, (c) disposition of assets, (d) incurrence of Indebtedness, (e) issuance of equity or (f) activities related to the foregoing.
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Examples of Contractual Restrictions in a sentence

  • The Borrower or any of its Subsidiaries (a) shall suffer to exist any Contractual Restrictions binding upon the Borrower or any of its Subsidiaries or their respective property after the Effective Date other than Permitted Contractual Restrictions or (b) fail to take all actions necessary to make the necessary changes to the Loan Documents as required in the Fee Letter.

  • Escrowed Securities and Securities Subject to Contractual Restrictions on TransferThe following securities of APUC are subject to contractual restrictions on transfer as of the date of this AIF: DescriptionHoldings of Common Shares by Emera greater than 15% and up to 25% of the outstanding Common Shares are subject to a limited restriction on transfer and certain voting covenants contained in the Strategic Investment Agreement.

  • Shares issued in settlement of the Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, Section 7, the Xxxxxxx Xxxxxxx Policies and any Contractual Restrictions.

  • MERGER SUBS 27 4.1 Existence and Good Standing 28 4.2 No Contractual Restrictions 28 4.3 Authorization of Agreement 28 4.4 Status of Shares 28 4.5 Governmental Authorities; Consents 29 4.6 SEC Documents 29 4.7 Capital Stock 30 4.8 No Misleading Statements 30 4.9 Brokers; Finders 30 4.10 Disclosure Schedules 30 5.

  • Table of Contents Contractual Restrictions During the term of the Transitional Services Agreement, and for one year thereafter, neither Elan nor Prothena will be permitted to solicit each other’s employees for employment without the other’s consent.

  • Upon the execution and delivery hereof, all of the certificates evidencing the shares of the Company's capital stock beneficially owned by the Executive (other than one or more certificates evidencing an aggregate of up to 1,000,000 shares) shall also contain a restrictive legend giving notice that such shares are subject to the provisions of this Agreement (the "Contractual Restrictions").

  • Securities Subject to Contractual Restrictions on Transfer 1,220,800 Class A subordinate voting shares (adjusted to reflect the Share Split) were issued in connection with the acquisition of 6 River Systems in October 2019, which shares are subject to vesting restrictions and forfeiture conditions pursuant to the terms of restricted stock agreements between the Company and certain of 6 River Systems' employees.

  • Purchaser agrees to cooperate with the Company to ensure compliance with such laws.3.4 No Transfer Unless Registered or Exempt; Contractual Restrictions on Transfers.

  • Section 9.1 Transactions with Affiliates 28 Section 9.2 Fundamental Changes 29 Section 9.3 Change in Nature of Business 29 Section 9.4 Liens 29 Section 9.5 Investments 31 Section 9.6 Indebtedness 33 Section 9.7 Dispositions 34 Section 9.8 Restricted Payments 36 Section 9.9 Negative Pledges and Other Contractual Restrictions 37 Section 9.10 Amendment of Material Documents 38 Section 9.11 Financial Covenant 38 Section 9.12 Accounting Changes 38 ARTICLE X EVENTS OF DEFAULT.

  • The Debtors Will Be Subject to Business Uncertainties and Contractual Restrictions Prior to the Effective Date.

Related to Contractual Restrictions

  • SEC Restrictions has the meaning set forth in Section 2(b).

  • Dealing Restrictions means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code and for this purpose the Model Code means the Model Code on dealings in securities set out in Listing Rule 9, annex 1 (of the London Stock Exchange), as varied from time to time;

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • Trade Restrictions means trade, economic or investment sanctions, export controls, anti-terrorism, non- proliferation, anti-money laundering and similar restrictions in force pursuant to laws, rules and regulations imposed under Laws to which the Parties are subject.

  • Investment Restrictions means the investment restrictions of the Fund as set forth in the Declaration of Trust including, without limitation, those described in section 2.0 of this Annual Information Form.

  • Deed Restrictions means the deed restrictions to be recorded with respect to the Land, which deed restrictions shall be subject to the Director's approval and shall be commensurate with the nature and purpose of the Land as stated in the Recipient's application for grant funds under Revised Code Sections 164.20 through 164.27. The Deed Restrictions shall be perpetual and shall not be amended, released, extinguished or otherwise modified without the prior written approval of the Director, in the Director's sole discretion, who shall have full enforcement authority, as set forth more specifically in Section IX of this Agreement.

  • Contractual Requirement shall have the meaning provided in Section 8.3.

  • Restrictions means the restrictions on sale or other transfer set forth in Section 4.2 and the exposure to forfeiture set forth in Section 3.1.

  • Burdensome Restrictions means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.08.

  • Private Restrictions means (as they may exist from time to time) any and all covenants, conditions and restrictions, private agreements, easements, and any other recorded documents or instruments affecting the use of the Property, the Building, the Leased Premises, or the Outside Areas.

  • Restriction Agreement means the agreement setting forth the terms of an Award, and executed by a Grantee as provided in Section 7.1 hereof.

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Contractual Obligations means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its Property is bound.

  • Put Restriction means the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Transfer Restriction means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto, whether set forth in such security or other property itself or in any document related thereto or arising by operation of law, including, without limitation, such conditions or restrictions arising under federal, state or foreign laws or under any contracts, arrangements or agreements.

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);

  • Company Restricted Shares means all shares of Company Common Stock subject to vesting restrictions and/or forfeiture back to the Company, whether granted under a Company Stock Plan or otherwise.

  • Forfeiture Restrictions means any prohibitions and restrictions set forth herein with respect to the sale or other disposition of Shares issued to the Recipient hereunder and the obligation to forfeit and surrender such shares to the Company.

  • Extra Contractual Obligations shall be defined as those liabilities not covered under any other provision of this Contract and that arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action.

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Payment Restriction shall have the meaning set forth in Section 6.1.