Financing Restrictions. This Agreement does not violate any terms, covenants, conditions or restrictions in any mortgages, bonds or other indentures of Service Provider.
Financing Restrictions. This Agreement does not violate any ---------------------- terms, covenants, conditions or restrictions in any mortgages, bonds and other indentures of SRP. The XXX Facilities will not be subject to or deemed to be collateral under any such agreements of SRP.
Financing Restrictions. This Agreement does not violate any terms, covenants, conditions or restrictions in any mortgages, bonds and other indentures of PG&E.
Financing Restrictions. This Agreement does not violate any terms, covenants, conditions or restrictions in any mortgages, bonds and other indentures of UTOPIA.
Financing Restrictions. This Agreement does not violate any terms, covenants, conditions or restrictions in any mortgages, bonds and other indentures of FOCAS.
Financing Restrictions. (a) During the period beginning on the Closing Date and ending on the date which is six (6) months following the effective date of the registration statement contemplated by Section 2.1 of the Registration Rights Agreement (the "Effective Date") (provided, however, that such period shall be extended to the extent of any Registration Suspension (as defined in the Registration Rights Agreement) that may occur during such period) and during any Registration Suspension (each such period, the "Financing Restriction Period "), the Company shall not, and shall cause each of its direct and indirect subsidiaries not to, issue or agree to issue (except (i) to Purchaser pursuant to this Agreement, (ii) pursuant to any stock option, stock purchase or restricted stock plan of the Company covering employees, consultants and/or non-employee directors (and any amendment thereof or any award thereunder, provided any such amendment does not reduce any exercise price to an amount below $5.00 per share), so long as the issuance of such stock or option (other than to non-employee directors) is approved by a committee of independent directors of the Company, (iii) pursuant to strategic investments from industry participants, the primary purpose of each of which is not to raise equity capital, (iv) in a private placement led by Xxxxxxx Xxxxx Barney or a comparable nationally recognized investment banking firm with net proceeds to the Company exceeding $10 million, (v) in a firm commitment underwritten public offering, where the net proceeds to the Company exceed $25 million, (vi) upon the exercise of options and warrants (x) outstanding as of the date hereof and disclosed on Schedule 3.3 or (y) issued in a transaction contemplated by clauses (iii), (iv) and (v) of this Section 4.5(a), (vii) as consideration in connection with an acquisition by the Company of any business or assets, regarding which the Company has obtained a fairness opinion from a nationally recognized investment banking firm or regarding which an appropriate officer of the Company has certified to Purchaser that the board of directors of the Company has determined in its reasonable business judgment that the Company has received in such transaction the fair value for the shares issued therefor, (viii) as consideration for services provided to the Company, (I) the issuances of which have been committed by the Company prior to the Closing Date and such commitments have been disclosed to Purchaser in the schedules...
Financing Restrictions. Buyer shall not financially encumber Phase 2 in any way until after the Close of Escrow for Phase 2. Any Buyer financing for Phase 1 development shall be strictly limited to Phase 1. Nothing set forth in this Section shall prohibit recordation of the Memorandum (as defined below) with respect to Phase 2.
Financing Restrictions. The Company cannot, without the prior approval in writing from Subscriber, obtain convertible debt or equity financing for a period of ninety (90) days following the effective date of this Agreement.
Financing Restrictions. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be obligated to pay all or any portion of the Earn-Out Payment (if any) on the date such payment is otherwise due hereunder if and to the extent that the payment of such amount (A) is not permitted at such time under the provisions of any Purchaser debt financing agreements (the “Financing Agreements”), (B) is not permitted under applicable Law or would result in personal liability to any of the directors or officers of Purchaser, or (C) would result in a default under any of the Financing Agreements or a default exists thereunder at the time of such contemplated payment. In addition, nothing shall require Purchaser to seek equity financing from any Person in order to pay all or any portion of the Earn-Out Payment (even if the use of such equity proceeds to pay all or any portion of such Earn-Out Payment would be permissible under its lending or financing agreements). Purchaser shall pay any amounts it is obligated to pay under Section 2.4(b) (including interest as described in the next sentence), as applicable, as soon as the restrictions set forth in clauses (A), (B) or (C) above no longer exist. Any payment required under Section 2.4(b) that is delayed as a result of this Section 2.4(c)(v) shall be increased by a simple annual interest payment based on an annual interest rate of 5%, which interest shall be paid with the amount due under Section 2.4(b) when any restrictions that prohibited such payment lapse. The Selling Parties acknowledge and agree that (1) any failure by Purchaser to pay all or any portion of the Earn-Out Payment on the date otherwise due hereunder by virtue of the circumstances described in clauses (A), (B) or (C) above shall not constitute a default under or a breach of this Agreement for any reason and (2) the Financing Agreements in effect on the Closing Date will prohibit the payment of the Earn-Out Payment at any time an event of default under such Financing Agreements is in existence or would be caused by the payment of any portion of the Earn-Out Payment. The Purchaser hereby represents that (i) the Financing Agreements in effect on the Closing Date do not otherwise restrict the payment of the Earn-Out Payment, and (ii) it is not currently in default under any Financing Agreement and would not be in default if it were to pay the Earn-out Amount provided for in Section 2.4(b)(ii)(A) as of the date hereof.
Financing Restrictions. This Agreement does not violate any terms, covenants, conditions or restrictions in any mortgages, bonds and other indentures of IPN.
