Holding Lock Sample Clauses

Holding Lock. (a) On the Initial Shares Completion Date and Milestone Shares Completion Date (as applicable), the relevant Holding will be registered on the Issuer Sponsored Subregister maintained by ATL. During the relevant Moratorium Period, Cortendo must not request that the relevant Holding be registered on the CHESS Subregister. (b) Subject to the ASTC Settlement Rules, ATL will register the Holding in its Issuer Sponsored Subregister subject to a holding lock (as defined in the ASTC Settlement Rules). Cortendo agrees to the application of this holding lock during the relevant Moratorium Period, including where the last paragraph of clause 10.9 applies.
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Holding Lock. (a) The Subscriber agrees to the application of a Holding Lock to the Escrowed Securities during the Escrow Period, which may only be removed in accordance with clause 6(d). (b) For the avoidance of doubt, nothing in this clause prevents the Subscriber from: (i) exercising the Subscription Options in accordance with their terms. In circumstances where the Subscription Options are exercised during the Escrow Period, the Shares which are issued to the Subscriber on their exercise will be subject to a Holding Lock for the balance of the Escrow Period; (ii) exercising any voting rights attaching to the Escrowed Securities; (iii) receiving or being entitled to any dividend, return of capital or other distribution attaching to the Escrowed Securities; or (iv) receiving or participating in any rights or bonus issue in connection with the Escrowed Securities. (c) The Subscriber must not Deal in the Escrowed Securities during the Escrow Period. (d) Subject to clauses 6(e) and 6(f), the Escrow Period will end, and the Issuer must remove the Holding Lock with respect to the Escrowed Securities, in any one of the following scenarios: (i) the announcement of a bona fide third party offer under a Takeover Bid in relation to all or a majority of the Shares, where the third party is not an associate (as defined in section 12 of the Corporations Act) of EEA and EEA has not issued an intention statement relating to that Takeover Bid; (ii) an implementation agreement to implement a scheme of arrangement under Part 5.1 of the Corporations Act, in respect of all or a majority of the issued Shares of the Issuer, is announced by the Issuer; (iii) the Issuer enters into any agreement to give effect to a proposal that, if completed, would result in a bona fide third party: (A) acquiring a relevant interest in more than 20% of the Shares; or (B) directly or indirectly acquiring Control of the whole or the vast majority of the business or assets of the Issuer; (iv) to the extent necessary to permit the Subscriber to participate in any equal access share buyback or capital return or capital reduction in respect of the Subscription Securities made by the Issuer in accordance with the Corporations Act; (v) the Condition is not satisfied or waived on or before 1 March 2023; (vi) an Insolvency Event occurs in respect of the Company or any of its material subsidiaries; (vii) the Dealing is required by applicable law (including an order of a court of competent jurisdiction); (viii) the Com...
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Holding Lock. (a) The Company will apply a Holding Lock to the Escrowed Shares during the Escrow Period (if the securities are held on an issuer sponsored sub-register) or give notice to ASX Settlement requesting it to apply a Holding Lock (if the securities are in a CHESS holding). (b) Subject to clause 3, the Holder consents to: (i) the Company entering the Escrowed Shares on an issuer sponsored sub- register; and (ii) the application of a Holding Lock on the Escrowed Shares during the Escrow Period. (c) For the avoidance of doubt, the Holder also consents to the refusal of the Company and/or its share registry to process or register any paper-based transfer of the Escrowed Shares during the Escrow Period other than as permitted under clause 3.
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Holding Lock a) The Holder may make an election as set out in clause 7(b)(ii) at any time following delivery of a Notice of Exercise and payment of the Exercise Price for each Option being exercised. b) If the Holder makes an election pursuant to clause 7(b)(ii), then: (i) the Company will apply a holding lock on the Shares to be issued; (ii) the Company shall release the holding lock on the Shares on the earlier to occur of: [***] (iii) the Shares shall be transferable by the Holder and the holding lock will be lifted provided that the transfer of the Shares complies with section 707(3) of the Corporations Act and the transferee of the Shares agrees to the holding lock applying to the Shares following their transfer for the balance of the period in clause 8(b)(ii).
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Holding Lock. ‌ The Directors may take any action they determine to comply with the ASX Settlement Rules and may request an Approved CS facility to apply a Holding Lock to prevent a transfer of Securities from being registered.
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Holding Lock. The Company shall apply a Holding Lock to the Loan Shares issued pursuant to the Plan from the Date of Acquisition until the earlier of the date on which the Participant has complied with all of its obligations under the Loan Terms, the date on which ownership of the Loan Shares has been forfeited under the Loan Terms or such earlier date as specified in clause 9 of the Loan Terms.
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Holding Lock. The Shareholder agrees to the application of a Holding Lock to the Restricted Securities on CHESS or any other register to prevent a Proper ASTC Transfer of the Restricted Securities for the Escrow Period. The Holding Lock may not be removed without the express written consent of the Company.
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Holding Lock. If the Restricted Securities are kept on an issuer sponsored subregister, the Holder agrees to the application of a holding lock to the Restricted Securities.
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Related to Holding Lock

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Holding Over If, with Landlord’s express written consent, Tenant retains possession of the Premises after the termination of the Term, (i) unless otherwise agreed in such written consent, such possession shall be subject to immediate termination by Landlord at any time, (ii) all of the other terms and provisions of this Lease (including, without limitation, the adjustment of Base Rent pursuant to Section 4 hereof) shall remain in full force and effect (excluding any expansion or renewal option or other similar right or option) during such holdover period, (iii) Tenant shall continue to pay Base Rent in the amount payable upon the date of the expiration or earlier termination of this Lease or such other amount as Landlord may indicate, in Landlord’s sole and absolute discretion, in such written consent, and (iv) all other payments shall continue under the terms of this Lease. If Tenant remains in possession of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of this Lease except that the monthly rental shall be equal to 150% of Rent in effect during the last 30 days of the Term, and (B) Tenant shall be responsible for all damages suffered by Landlord resulting from or occasioned by Tenant’s holding over, including consequential damages. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Section 8 shall not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord of Rent after the expiration of the Term or earlier termination of this Lease shall not result in a renewal or reinstatement of this Lease.

  • Holding Company Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Parent Borrower and the Subsidiaries and any Subsidiary of Holdings (that is not the Parent Borrower or a Subsidiary of the Parent Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Notes, any Junior Financing Document, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrowers or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Parent Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of the Parent Borrower or any Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness or Guarantees permitted above and liabilities imposed by Law, including Tax liabilities).

  • Holding Period For the purposes of Rule 144, the Company acknowledges that under current regulations, the holding period of the Conversion Shares may be tacked onto the holding period of the Notes (unless the holder thereof is an affiliate of the Company) and the Company agrees not to take a position contrary to this Section 4(p).

  • Bank Holding Company Act Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.