Gazit Clause Samples

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Gazit. Globe’s total assets, less deposits of cash and cash equivalents (all as appearing in Gazit-Globe’s consolidated financial statements as of such date) was, as of the Computation Date, USD .
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Gazit. Globe undertakes that it shall not (in respect of any shares held by it in Gazit America) be a party to, nor shall any of the Gazit America Pledged Shares be bound by, subject to, restricted or limited by or otherwise bound by any options, proxies, voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights.
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Gazit. Globe’s Net Financial Indebtedness was, as of the Computation Date, USD ; and
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Gazit. Globe shall procure that no Approved Special Purpose Vehicle that is an Approved Maple Ficus Transferee shall own any assets (including, without limitation, any shares or securities of any person) other than shares or securities in a Maple Ficus Guarantor that have been duly pledged by such Approved Maple Ficus Transferee under a pledge agreement to which it is party and the holding of which complies with clause 15.13.9 above or clause 15.18.4 below, as applicable.
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Gazit. Globe shall procure that Gazit America shall at all times permit and pay any and all rents payable and periodical payments owing to any of its prior secured creditors (if any) and any and all Canadian statutory priority claims including, without limitation, goods and services provincial retail sales tax, ▇▇▇▇▇▇▇ compensation remittances, employee source deductions payable to the Canada Revenue Agency (including, without limitation, income tax pension plan contributions and employment insurance premiums) before they are overdue.
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Gazit. Globe shall procure that none of the Guarantor Shareholders (in respect of any shares in the Company or MGN America or in respect of the EOI Pledged Shares held by the Company or MGN America) nor any shares or other securities in the Company or MGN America shall be bound by, subject to, restricted or limited by, or otherwise affected by any options, proxies, voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights (other than, for the avoidance of doubt, with respect only to EOI Pledged Shares held by the Company and MGN America, procuring that the Company and MGN America shall comply with such of the Guarantor Shareholders’ obligations under a Voting Agreement or Approved Voting Agreement to which they are party with respect to the EOI Pledged Shares held by the Company and MGN America).
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Gazit. Globe shall vote in the EGM in favour of the proposals set out in Section 1 above. This undertaking shall not be subject to the completion of the Directed Issue.
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Gazit. Globe shall provide to CPPIB European Holdings in writing the Tag-Along Terms of each transfer to which the Tag-Along Right applies (including but not limited to the price per share and the number of shares for each relevant transfer), and any other information needed for the exercise of the Tag-Along Right, at least ten (10) business days in advance of the Offer Period (the “Transaction Notice”). CPPIB European Holdings may exercise the Tag-Along Right by sending, during the Offer Period, a written notice to Gazit-Globe (the “Tag-Along Notice”) that specifies the number of the Tag-Along Shares to be transferred and the Tag-Along Terms applicable to such transfers. The execution of any transactions pursuant to the Tag-Along Right shall be made at the end of the Offer Period. Notwithstanding the foregoing, CPPIB European Holdings’s Tag-Along Right shall not apply to (i) any transfers of Citycon Shares between Gazit-Globe and any of its Private Affiliates and (ii) any transfer of Citycon Shares pledged by Gazit-Globe as a security for a loan or loans due to such loans having been foreclosed by the lender, provided however that any such loan(s) shall have been obtained and such pledge(s) undertaken in good faith and on arm’s length terms in the ordinary course of business from a regulated bank or other financial institution that is subject to the supervision of a governmental financial authority.
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Gazit. Globe shall procure that: (a) no amendment or variation shall be made to any Discount Loan Document or the Discount Pledge that is adverse to the interests of the Bank without the prior written approval of the Bank and, in this regard, without limiting the generality of the foregoing, any such amendment or variation: (i) that increases the commitment, liabilities, credit line or the such like of Discount thereunder; (ii) that would increase Silver Maple’s Indebtedness thereunder in excess of USD 9,000,000; or (iii) that results in any Encumbrance being created over any EOI Common Shares or other assets of Silver Maple (other than the Encumbrances created over the Discount EOI Pledged Shares, as at the date hereof or any stock dividends relating thereto), shall be deemed to be an amendment adverse to the interests of the Bank; (b) Silver Maple shall unconditionally and irrevocably discharge and repay in full all Indebtedness to Discount on the Discount Maturity Date; (c) upon the Discount Maturity Date, all those EOI Common Shares that had been pledged under the Discount Pledge shall be delivered, in certificated form, free and clear of any Encumbrances (other than Permitted Encumbrances) to the Collateral Agent with the original stock certificates representing such EOI Common Shares together with undated stock powers, irrevocable instructions, duly acknowledged by EOI, and irrevocable proxies in the same form, mutatis mutandis, that had been delivered pursuant to clauses 7.1.3 and 7.3 above, such that all the EOI Common Shares that had been pledged as aforesaid shall, on the Discount Maturity Date, be EOI Pledged Shares and form part of the Collateral under a first priority perfected security interest in favor of the Collateral Agent for the benefit of the Bank and BLL to secure the Secured Obligations; and (d) upon the Discount Maturity Date, Gazit-Globe shall deliver to the Collateral Agent such releases and such other documents as the Collateral Agent may reasonably request evidencing the release of the Discount EOI Pledged Shares from all Encumbrances created or purported to be created under the Discount Pledge.
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Related to Gazit

  • Counterparty Share Repurchases Counterparty agrees not to repurchase, directly or indirectly, any Shares if, immediately following such purchase, the Outstanding Share Percentage would be equal to or greater than 4.5%. The “Outstanding Share Percentage” as of any day is the fraction (1) the numerator of which is the aggregate of the Number of Shares for this Transaction and the “Number of Shares” under each Additional Equity Derivative Transaction that is a share forward transaction and (2) the denominator of which is the number of Shares outstanding on such day.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.