PROHIBITED EXERCISE definition

PROHIBITED EXERCISE means any exercise of this Warrant which would result in the Warrantholder violating any Requirement of Law, any rule or regulation of any Governmental Authority, or the Company's Insider Trading Policy, as modified in good faith by the Company and cxxxxxxxxxxx xx the Warrantholder from time to time.
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PROHIBITED EXERCISE means any exercise of this Warrant which would result in the Warrantholder (together with its Affiliates who are parties to the Purchase Agreement) holding, in the aggregate, a number of shares of Common Stock that, when aggregated with all of the other shares of Common Stock held by such parties and acquired from the Company, would violate any Requirement of Law (as defined in the Purchase Agreement) or any rule or regulation of any Governmental Authority (as defined in the Purchase Agreement).
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Examples of PROHIBITED EXERCISE in a sentence

  • Such notice shall specify the number of Shares as to which this Option is to be exercised and the requested date of delivery thereof, which date shall be at least 10 business days after the giving of such notice, unless an earlier date shall have been mutually agreed upon; PROVIDED, HOWEVER, THAT NO SUCH EXERCISE MAY OCCUR DURING ANY PERIOD WHICH THE COMMITTEE HAS DESIGNATED IN WRITING AS A PROHIBITED EXERCISE PERIOD.

  • Such notice shall specify the number of Shares as to which this Option is to be exercised and the date of delivery thereof, which date shall be at least 15 days after the giving of such notice unless an earlier date shall have been mutually agreed upon; PROVIDED, HOWEVER, THAT NO SUCH EXERCISE MAY OCCUR DURING ANY PERIOD WHICH THE COMMITTEE HAS DESIGNATED IN WRITING AS A PROHIBITED EXERCISE PERIOD.

Related to PROHIBITED EXERCISE

  • Prohibited source means any person or entity who:

  • Prohibited Transferee means any of the Persons listed on Schedule I attached to this Agreement.

  • Prohibited Transfer means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article IX.

  • Prohibited Transactions is defined in ERISA Section 406 and Code Section 4975.

  • ERISA Prohibited Holder As defined in Section 5.02(d).

  • Prohibited Period means the period during which Executive is employed by the Company hereunder and a period of two years following the end of Executive’s employment with the Company.

  • Prohibited Transaction has the meaning set forth in ERISA Section 406 and Code Section 4975.

  • Prohibited Party As of any date of determination, any Person that has theretofore failed to comply with such Person’s obligations under Regulation AB with respect to the Trust Fund or any other securitization if (and only if) both (A) such failure was an “event of default” under the relevant agreement to which such Person was a party, and (B) such Person is proposed to become a Servicing Function Participant in respect of the Trust Fund. In determining whether any person or entity is a “Prohibited Party”, each party hereto, provided that they are not an Affiliate of such Person, shall be entitled to conclusively rely on a written certification from any Person stating that it is not a Prohibited Party. All necessary determinations under or for purposes of this definition shall be made as of the date of consummation of the transaction in which the relevant person or entity would become a Servicing Function Participant in respect of the Trust Fund.

  • Prohibited Software means software that incorporates or embeds software in, or uses software in connection with, as part of, bundled with, or alongside any (1) open source, publicly available, or "free" software, library or documentation, or (2) software that is licensed under a Prohibited License, or (3) software provided under a license that

  • Prohibited Territory means any person or country listed by the Office of Foreign Assets Control of the United States Department of Treasury as to which transactions between a United States Person and that territory are prohibited.

  • Prohibited Content means any content on any advertising media that:

  • Prohibited Distributions means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.

  • Prohibited Use Any use or occupancy of the Premises that in Landlord's reasonable judgment would: (a) cause damage to the Building, the Premises or any equipment, facilities or other systems therein; (b) impair the appearance of the Premises or the Building; (c) interfere with the efficient and economical maintenance, operation and repair of the Premises or the Building or the equipment, facilities or systems thereof; (d) adversely affect any service provided to, and/or the use and occupancy by, any Building tenant or occupants; (e) violate the certificate of occupancy issued for the Premises or the Building or (f) adversely affect the image of the Building. Prohibited Use also includes the use of any part of the Premises for: (i) a restaurant or bar; (ii) the preparation, consumption, storage, manufacture or sale of food or beverages (except in connection with vending machines and/or warming kitchens installed for the use of Tenant's employees only), liquor, tobacco or drugs; (iii) the business of photocopying, multilith or offset printing (except photocopying in connection with Tenant's own business); (iv) a typing or stenography business; (v) a school or classroom (except for classrooms used in connection with employee or client training programs); (vi) lodging or sleeping; (vii) the operation of retail facilities (meaning a business whose primary patronage arises from the generalized solicitation of the general public to visit Tenant's offices in person without a prior appointment) of a savings and loan association or retail facilities of any financial, lending, securities brokerage or investment activity; (viii) a payroll office; (ix) a barbxx, xxauty or manicure shop; (x) an employment agency, executive search firm or similar enterprise; (xi) offices of any Governmental Authority, any foreign government, the United Nations, or any agency or department of the foregoing; (xii) the manufacture, retail sale, storage of merchandise or auction of merchandise, goods or property of any kind to the general public which could reasonably be expected to create a volume of pedestrian traffic substantially in excess of that normally encountered in the Premises; (xiii) the rendering of medical, dental or other therapeutic or diagnostic services; or (xiv) any illegal purposes or any activity constituting a nuisance.

  • Prohibited Waste means prohibited waste as defined in Schedule “D” to this Bylaw.

  • prohibited goods means goods which have been, or are being, dealt with in contravention of any prohibition specified in regulation 89(2)(a) to (e);

  • Prohibited Items means any items which we or any Authorised Person deem to be dangerous or inappropriate including (without limitation) those items specified in sub-paragraphs 27(b)(c) and (d) of these Conditions and any further items listed at www.snowbombing.com from time to time;

  • Prohibited Owner means, with respect to any purported Transfer, any Person who, but for the provisions of Section 5.9(ii)(a), would Beneficially Own or Constructively Own Shares, and if appropriate in the context, shall also mean any Person who would have been the record owner of the Shares that the Prohibited Owner would have so owned.

  • Prohibited Act the following constitute Prohibited Acts:

  • Prohibited Payment means any bribe, rebate, payoff, influence payment, kickback or other payment or gift of money or anything of value (including meals or entertainment) to any officer, employee or ceremonial office holder of any government or instrumentality thereof, political party or supra-national organization (such as the United Nations), any political candidate, any royal family member or any other person who is connected or associated personally with any of the foregoing that is prohibited under any Law for the purpose of influencing any act or decision of such payee in his official capacity, inducing such payee to do or omit to do any act in violation of his lawful duty, securing any improper advantage or inducing such payee to use his influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality.

  • Prohibited Transaction Class Exemption means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

  • Prohibited Activity means any service or activity on behalf of a Competing Business that involves the planning, management, supervision, or providing of services that are substantially similar to those services Employee provided to the Company within the last 12 months of Employee’s employment with the Company.

  • Prohibited Person means any Person:

  • Prohibited Transaction Tax Any tax imposed under Section 860F of the Code. Prospectus: The prospectus dated February 21, 2006 as supplemented by the prospectus supplement dated February 23, 2006, relating to the Class A, Class B-1, Class B-2 and Class B-3 Certificates.

  • Prohibited Area means North America, South America and the European Union, which Prohibited Area the parties have agreed to as a result of the fact that those are the geographic areas in which the members of the Parent Group conduct a preponderance of their business and in which the Executive provides substantive services to the benefit of the Parent Group.

  • Prohibited Materials means any products, substances or materials, or any combination of them which at the time of specification:

  • Prohibited Jurisdiction means any country or jurisdiction, from time to time, that is the subject of a prohibition order (or any similar order or directive), sanctions or restrictions promulgated or administered by any Governmental Authority of the United States.