Exchange Limitation. There exists no reason whatsoever, including, without limitation, by reason of the application of any so-called "currency exchange" laws or regulations (as in effect at the time of any proposed borrowing hereunder) which could reasonably be expected to interfere with the Borrowers satisfying any of their obligations hereunder in full at such time as such Obligations become due and payable pursuant to the terms hereof.
Exchange Limitation. For the avoidance of doubt, and notwithstanding any provision to the contrary in this Agreement or any PIPR Agreement, no PIPR Unit may be exchanged for a share of Lazard Ltd Common Stock under this Section 7.03 unless such PIPR Unit is an Equitized PIPR Unit that is in Parity. Notwithstanding the limitation in the preceding sentence and the first sentence of Section 7.03(a), if a PIPR Unit is not an Exchangeable PIPR Unit solely because it is not in Parity, the Company may treat that PIPR Unit as an Exchangeable PIPR Unit if the PIPR Member holding such PIPR Unit agrees to pay the Parity Shortfall Amount (i) to the Company, if the PIPR Unit is to be redeemed by the Company, or (ii) to the purchaser of the PIPR Unit, if the PIPR Unit is to be purchased pursuant to the penultimate sentence of Section 7.03(a). The payment required by the preceding sentence shall be made in cash unless the Managing Members permit the PIPR Member to pay the Parity Shortfall Amount by surrendering PIPR Units of equivalent value, as determined by the Managing Members.
Exchange Limitation. Notwithstanding Section 9.02(a) but subject to Section 9.02(c), (i) (A) the maximum number of vested Profits Units with respect to which an Employee Member (other than an Employee Holdco Member) may exercise the Exchange Right at any date equals the product of (x) the Permitted Exchange Percentage, as of such date, and (y) the number of Profits Units held by such Employee Member, less (B) the number of Profits Units held by such Employee Member with respect to which the Exchange Right was exercised prior to such date, and (ii) (A) the maximum number of vested Profits Units corresponding to the Employee Member Member’s Employee Member Interest with respect to which an Employee Holdco Member may exercise the Exchange Right at any date equals the product of (x) the Permitted Exchange Percentage, as of such date, and (y) the number of Profits Units held by such Employee Member that correspond to such Employee Member Member’s vested Employee Member Interest, less (B) the number of Profits Units corresponding to such Employee Member Member’s Employee Member Interest with respect to which the Exchange Right was exercised prior to such date.
Exchange Limitation. In no event shall an Advance cause the number of Shares to exceed the Exchange Cap, to the extent applicable.
Exchange Limitation. 57 13. EVENTS OF DEFAULT; ACCELERATION; ETC............................................... 58 13.1. Events of Default and Acceleration...................................... 58 13.2.
Exchange Limitation. The Company and the Buyer agree that the number of Series C Preferred Shares being exchanged pursuant to this Agreement shall automatically be reduced by such number so that the Company shall not issue Common Shares which after giving effect to such exchange, would result in the Buyer (together with the Buyer’s affiliates or any other person deemed to be a member of a Section 13(d)(3) group with the Buyer with respect to Common Shares of the Company) would beneficially own in excess of 4.99% of the Common Shares outstanding immediately after giving effect to such exchange. The Buyer acknowledges that as a result of this restriction, the number of shares that may be issued upon any exchange may change depending upon changes in the number of outstanding Common Shares. Immediately prior to the Settlement Date in respect of an exchange, the Buyer shall certify the number of Common Shares that it beneficially owns (including through other derivative securities) and the Common Shares beneficially owned by the Buyer’s affiliates and any other person with whom it may have formed a Section 13(d)(3) “group.” Any portion of the Series C Preferred Shares not exchanged due to the above limitations will remain outstanding.
Exchange Limitation. 48 Section 10. EVENTS OF DEFAULT; ACCELERATION.................................................................................48 Section 11.
Exchange Limitation. There exists no reason whatsoever, including without limitation, by reason of the application of any so-called "CURRENCY EXCHANGE" laws or regulations (as in effect at the time of any proposed borrowing hereunder) which could reasonably be expected to interfere with the Borrower satisfying any of its obligations hereunder in full at such time as such Obligations become due and payable pursuant to the terms hereof.
Exchange Limitation. If, and when, the Company is delisted from NYSE Alternext US, the Company hereby covenants and agrees that each agreement with or note issued to Manchester or Alexander, as the case may be, shall be amended such that any provision limiting the number of shares of the Company's common stock that may be issued pursuant to such agreement or note at prices below the book or market value (as such terms are used in Section 713 of the AMEX Company Guide) of such common stock shall be of no further force and effect. Notwithstanding the foregoing, the Company, Manchester and Alexander agree that if any Exchange on which the Company’s common stock may be listed imposes any similar limitation regarding the number of shares of common stock that may be issued, the parties shall amend any note or agreement, as applicable, to comply with the requirements of the Exchange.
Exchange Limitation. In no event shall the number of Common Shares issuable to the Investor pursuant to an Investor Notice and corresponding Advance Notice cause the number of Shares to exceed the Exchange Cap, to the extent applicable, provided further that, the Exchange Cap will not apply if (a) the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market or (b) the Purchase Price of Common Shares, with respect to an Investor Notice and corresponding Advance, equals or exceeds a per share price equal to the greater of (i) book value of Common Shares immediately preceding the delivery of the Investor Notice and corresponding Advance Notice or (ii) or the market value of the Common Shares (as reflected on Bloomberg, LP) immediately preceding the delivery of the Investor Notice and corresponding Advance Notice (in either case in compliance with the NYSE American rules).
