RESTRICTIONS ON. Resale You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
RESTRICTIONS ON. DRAWINGS The Borrower shall not be entitled to make more than one Drawing on any Business Day and no more than seven (7) Drawings may be outstanding at any one time during the Facility Period. Each Drawing shall be of an amount of not less than ten million Dollars ($10,000,000) and in integral multiples of five million Dollars ($5,000,000) or the undrawn balance of the Facility. If at any time during the Facility Period the Facility Outstandings exceed the Maximum Facility Amount then available or if a proposed Drawing added to the Facility Outstandings would result in the Maximum Facility Amount being exceeded then the Borrower shall immediately pay to the Agent on behalf of the Banks such amounts as will ensure that the Facility Outstandings are equal to or less than the Maximum Facility Amount then available.
RESTRICTIONS ON. Drawings The Borrower shall not be entitled to make more than three Drawings on any Business Day and no more than ten (10) Drawings may be outstanding at any one time during the Facility Period. Each Drawing shall be of an amount of not less than five million Dollars ($5,000,000) or the Equivalent Amount in any other Permitted Currency. If at any time during the Facility Period the Original Dollar Amount exceeds the Maximum Facility Amount then available or if a proposed Drawing when added to the Original Dollar Amount would result in the Maximum Facility Amount being exceeded then the Borrower shall immediately pay to the Agent on behalf of the Banks such amount as will ensure that the Original Dollar Amount is equal to or less than the Maximum Facility Amount then available.
RESTRICTIONS ON. TRANSFERABILITY ------------------------------- The Shares shall not be transferred before satisfaction of the conditions specified in this Article II, which conditions are intended to ensure compliance with the provisions of the Securities Act and applicable state securities laws with respect to the transfer of any Shares. Purchasers, by entering into this Agreement and accepting the Shares, agree to be bound by the provisions of this Article II.
RESTRICTIONS ON. TRANSFER Section 3.01. General................................................. 6 Section 3.02. Legends................................................. 6 Section 3.03. Permitted Transferees................................... 6 Section 3.04.
RESTRICTIONS ON. TRANSFERABILITY OF ---------------------------------- SECURITIES; COMPLIANCE WITH SECURITIES ACT ------------------------------------------
RESTRICTIONS ON. ADESA Notwithstanding any other provision of this Agreement or any of the Ancillary Agreements, for the period from the Effective Date until the Distribution Date (the "Pre-Distribution Period"), ADESA shall not take any action (such action to include, without limitation, the granting of restricted stock awards and the issuance of ADESA Capital Stock (whether upon the exercise by the holders of any stock options or convertible securities issued by ADESA or otherwise)) without the prior written consent of ALLETE if, as a result of such action, ALLETE would or would reasonably be expected to cease to have Tax Control of ADESA unless, prior to ADESA taking such action, ALLETE has determined, in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve both ALLETE's Tax Control of ADESA and the Tax-Free Status of the Distribution, that such action will not jeopardize either ALLETE's Tax Control of ADESA or the Tax-Free Status of the Distribution. In furtherance of the foregoing provisions of this Section 4.13, ADESA shall be permitted to grant stock options and restricted stock awards to its employees which have been approved by the compensation and employee benefits committee of ADESA only so long as (i) ADESA repurchases in the open market sufficient shares of issued and outstanding ADESA Capital Stock prior to the date such stock options are exercised or become transferable or such restricted stock awards are granted (or deemed granted) if and to the extent necessary to ensure that ALLETE will not cease to have Tax Control of ADESA at any time during the Pre-Distribution Period, (ii) ADESA provides ALLETE with prior written notification of the procedures taken by ADESA to comply with its obligations described in clause (i) above, including substantiation that the appropriate number of ADESA shares have been repurchased or that no such repurchases are required, and (iii) ALLETE approves of such procedures in writing (which approval shall not be unreasonably withheld or delayed). All of the restrictions on ADESA contained in this Section 4.13 shall apply to ADESA during the Pre-Distribution Period. In furtherance of ADESA's covenants under this Section 4.13, ADESA shall instruct the ADESA Transfer Agent not to issue or deliver certificates representing, or other evidence of ownership of, newly issued shares of ADESA Capital Stock during the Pre-Distribution Period without the prior written consent of ALLETE. ADESA ...
RESTRICTIONS ON. TRANSFERABILITY The Common Stock issued upon conversion of the Note shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section 1, which conditions are intended to ensure compliance with the provisions of the Securities Act (as defined below). The Investors will cause any proposed purchaser, assignee, transferee, or pledgee of any such shares held by the Investors to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 1.
RESTRICTIONS ON. USE 10.1 The Licensee must not suffer or permit transportation of liquor into or within the Facility.
RESTRICTIONS ON. HIRING Licensee shall not solicit for hire any ESRI employee who is associated with efforts called for under this Addendum during the term of this Addendum and for a period of one (1) year thereafter. In the event the foregoing provision is breached, Licensee shall pay ESRI liquidated damages for recruiting and training costs equal to twelve (12) months of the employee's compensation plus any legal expenses associated with the enforcement of this provision. ARTICLE 14—TAXES Values specified in Task Orders are exclusive of state, local, and other taxes or charges (other than income taxes payable by ESRI). In the event such taxes or charges become applicable to Deliverables, Licensee shall pay any such taxes upon receipt of written notice that they are due. ARTICLE 15—INDEPENDENT CONTRACTOR ESRI is, and at all times will be, an independent contractor. Nothing in this Agreement shall be deemed to create an employer/employee, principal/agent, or joint venture relationship. Neither party has the authority to enter into any contracts on behalf of the other party or otherwise act on behalf of the other party. ARTICLE 16—FORCE MAJEURE The obligations in this Addendum are subject to the "Force Majeure" article set forth in this Agreement. ARTICLE 17—
