Other Residential Sample Clauses

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Other Residential. Recycling Containers A‑22

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• General Restrictions on Transfer (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement.

• Right of First Opportunity Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space in the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes available, in the event that any ROFO Space becomes available for lease during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for lease.

• Offering of Securities; Restrictions on Transfer (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a "QIB"). Each Initial Purchaser, severally and not jointly, agrees with the Company and the Guarantors that (i) it will not solicit offers for, or offer or sell, such Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit offers for such Securities only from, and will offer such Securities only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, QIBs and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) in reliance upon Regulation S under the Securities Act that, in each case, in purchasing such Securities are deemed to have represented and agreed as provided in the Final Memorandum under the caption "Transfer Restrictions".

• Restrictions on Lobbying The subrecipient shall not use funds made available to it under this Agreement to pay for, influence, or seek to influence any officer or employee of a State or Federal government.

• Restrictions on Nature of Business The Borrower will not engage in any line of business materially different from that presently engaged in by the Borrower and will not purchase, lease or otherwise acquire assets not related to its business.

• Restrictions on Transfer and Exchange (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

• Additional Restrictions on Transfer (a) The certificates representing shares of Executive Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY DATED AS OF MAY 16, 1997, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

• Restrictions on General Partner’s Authority A. The General Partner may not take any action in contravention of this Agreement, including, without limitation:

• Investment Intent; Restrictions on Transfer (a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.

• California Corporate Securities Law THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS WARRANT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.