Certain Representations; Reservation and Availability of Shares of Common Stock or Cash (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Stock Fully Paid Reservation and Listing of Shares Covenants (a) The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to issuance. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of the issue upon exercise of this Warrant a sufficient number of shares of Common Stock to provide for the exercise of this Warrant and, without limiting the foregoing, will take any actions necessary to effectuate the foregoing, including without limitation increasing its authorized capital stock.
Holds, Limitations, and Reserves What are holds, limitations and reserves? Under certain circumstances, in order to protect PayPal and the security and integrity of the network of buyers and sellers that use the PayPal services, PayPal may take account- level or transaction-level actions. If we take any of the actions described here, we will normally notify you of our actions, but we may, if it is reasonable to do so (for example if you are in breach of this user agreement or we consider it advisable for security reasons), take any of these actions without prior notice to you. To request information in connection with an account limitation, hold or reserve, you should visit the Resolution Center or follow the instructions in our email notice with respect to the limitation, hold or reserve. You acknowledge and agree that any funds held under this user agreement may be placed in your reserve account and that you will provide to us any information as we may reasonably request to allow us to determine whether the risk has passed. Holds A hold is an action that PayPal may take under certain circumstances either at the transaction level or the account level. When PayPal places a hold on a payment amount, the money is not available to either the sender or the recipient. PayPal reviews many factors before placing a hold on a payment, including: account tenure, transaction activity, business type, past customer disputes, and overall customer satisfaction. Some common situations where PayPal will hold payments include where we have reason to believe that: • Transactions are higher risk, this can be where the transaction involves the sale of goods or services in a high risk category, or other facts known to us typically resulting in an increased number of chargebacks, other claims or disputes or to be often involved in fraud or illegal activity. • There is a sudden and abnormal change in a PayPal account holder’s selling activity including an increase in the number of chargebacks, reversals, or buyer complaints received in relation to such PayPal account. • Any PayPal account is being used in relation to restricted activities. • A PayPal account involved in the transaction may have been compromised, or that stolen financial details (bank or credit card) are used for the payment, or otherwise a transaction has not been properly authorized. • A user is trying to send or withdraw funds they received fraudulently. • A user has not provided sufficient Information to us to enable us to verify their identity or the identity of their business and/or the user has a limited trading history with PayPal. • A payment sent to you as a seller is challenged as a payment that should be invalidated and reversed. • Your buyer files a chargeback, reversal or PayPal Buyer Protection claim on a payment you received. • Your buyer files a claim under a marketplace's resolution process. • There is a risk of reversal of funds in your account to your funding source. • There is a risk of liability (a non-exhaustive list of examples of such risk is set out in the section Actions We May Take If You Engage In Any Restricted Activities above). Payment review When we identify a potentially high-risk transaction, we review the transaction more closely before allowing it to proceed. This may be because we have the reasonable suspicion that the payer’s PayPal account is being used in relation to restricted activities or for other reasons as determined by us in our reasonable discretion. This may include where there is a risk of liability (a non-exhaustive list of examples of such risk is set out in the section Actions We May Take If You Engage In Any Restricted Activities above). If a payment is subject to payment review, we may: • Execute the payment order initiated by the buyer. • In our discretion, immediately upon such execution restrict the payer’s account. • Place a hold on the payment in the payer’s account. • Notify the recipient to delay the delivery of the purchase paid for by the payment. As a buyer, this may delay your receipt of the item you purchased. If we clear the transaction, we will notify the seller and direct them to ship the item. If we don’t clear the transaction, we will cancel it and return the funds to you, unless we are legally required to take other action. All payments that complete payment review are still subject to being reversed under the terms of this user agreement but will be PayPal‘s Seller Protection program eligible if they meet the PayPal‘s Seller Protection program requirements. PayPal will provide notices to you by email and/or in the transaction history tab of your PayPal account. A payment subject to payment review is a review of the payment only and is implemented to reduce the risk of PayPal users receiving high risk transactions. A payment subject to payment review is neither a review nor a representation by PayPal as to the commercial dealings, character or reputation of a party to the payment transaction and should not be considered as a lessening of the respect of any person. Holds related to your instructions Certain PayPal functionality may allow you (whether directly or via someone you permit to act on your behalf, like an online marketplace platform on which you transact as a seller) to instruct us to hold your funds (including the proceeds of payments you receive using PayPal) in your reserve account. In such a case we will show you the availability status of those funds in your balance – the status descriptions may differ according to the functionality you used to instruct us to place the hold. We will release the hold on the funds according to the instruction that you (or the entity that you have permitted to act on your behalf) give to us, subject to the rest of this user agreement. Account Limitations Limitations are implemented to help protect PayPal, buyers and sellers when we notice restricted activities, an increased financial risk, or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your PayPal account open. There are several reasons why your PayPal account could be limited, including where we have reason to believe that: • Someone could be using your PayPal account without your knowledge, then we’ll limit it for your protection and look into the fraudulent activity. • Someone has used your card or bank account without your permission, for example if your debit or credit card issuer or bank alerts us to this. • You have breached this user agreement or violated the Acceptable Use Policy. • Your performance as a seller indicate your PayPal account is high risk. Examples include: indications of poor selling performance because you’ve received an unusually high number of claims and chargebacks, selling an entirely new or high-cost product type, or if your typical sales volume increases rapidly. • There is a risk of liability (a non-exhaustive list of examples of such risk is set out in the section Actions We May Take If You Engage In Any Restricted Activities above). We may also limit your PayPal account in order to comply with applicable law. You will need to resolve any issues with your account before a limitation can be removed. Normally, this is done after you provide us with the information we request. However, if we reasonably believe a risk still exists after you have provided us that information, we may take action to protect PayPal, our users, a third party, or you from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.
No Proceedings; Limitation on Payments (a) Each of the Seller, ACI, the Servicer, the Administrator, the LC Bank, the Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.
Monitoring of Contribution Limitations Information The Custodian shall not be responsible for monitoring the amount of contributions made to the designated beneficiary’s account or the income levels of any depositor or contributor for purposes of assuring compliance with applicable state or federal tax laws.
How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)
No Voting or Dividend Rights; Limitation of Liability Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote, give consent or receive notices as a shareholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant, the interest represented hereby, or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by its creditors.
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes (a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).
Minimum Amounts; Limitation on Number of Borrowings At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of 8 Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion First Tier Participants:
