Restriction on Distribution. The Company will not make a distribution to the members unless immediately after giving effect to the distribution, all liabilities of the Company do not exceed the fair value of the Company assets. Liabilities do not include liabilities to the members on account of their interest in the Company and liabilities to which creditors’ recourse is limited to specified property of the Company. The fair value of any property that is subject to a liability to which creditors’ recourse is limited will be included in the Company assets only to the extent that the fair value of the property exceeds the liability.
Restriction on Distribution. If the Company fails (for whatever reason) to redeem any Preferred Shares on its due date for redemption then, as from such date until the date on which the same are redeemed the Company shall not declare or pay any dividend nor otherwise make any distribution of or otherwise decrease its profits available for distribution.
Restriction on Distribution. 17 A. Limitation ............................... 17 B.
Restriction on Distribution. The distribution of the Authorised Offering Material and the offering or sale of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may be in bearer form and therefore subject to U.S. tax law requirements. Notes may not be offered, sold or delivered at any time within the United States (as defined in Regulation S of the Securities Act (“Regulation S”)) or to, or for the account or benefit of any person who is (a) a U.S. person (as defined in Regulation S) or (b) not a Non-United States person (as defined in Rule 4.7 under the U.S. Commodity Exchange Act of 1936 but excluding, for the purposes of subsection (D) thereof, the exception for qualified eligible persons who are not Non-United States persons) (“CFTC Rule 4.7”). For a description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see “Subscription and Sale”.
Restriction on Distribution. Notwithstanding any other provision of this Agreement, the Investors shall not distribute the Initial Shares or the Common Shares received by them upon conversion of the Debentures to their limited partners for a period of one year from the Closing Date.
Restriction on Distribution. A. No distribution shall be made if, after giving effect to the distribution:
Restriction on Distribution. Vendor may distribute and sell applications that operate on RIM Limited’s BlackBerry 10 software platform (“BlackBerry 10”) only through RIME Stores and not through any other direct or indirect distribution means, and Vendor shall not enable or permit third parties to distribute or sell applications that operate on BlackBerry 10 through other means (except in either case any Vendor sales of applications directly to customers solely for distribution, via BlackBerry Mobile Fusion, to the customer’s authorized users).
Restriction on Distribution. Without prejudice to further limitations set forth in Schedule 1, the Warrant Holder shall not (i) offer for sale, sell, assign, or transfer any Warrants; or (ii) offer for sale, sell, assign, or transfer any Ordinary Share issuable upon such exercise of the Warrants except pursuant to (1) an effective registration statement covering such Ordinary Share; or (2) an exemption or qualification under applicable securities laws with respect to such Ordinary Shares.
Restriction on Distribution. The distribution of the Authorised Offering Material and the offering or sale of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may be in bearer form and therefore subject to U.S. tax law requirements. Notes may not be offered, sold or delivered at any time within the United States or to, or for the account or benefit of any person who is (a) a U.S. person (as defined in Regulation S of the Securities Act (“Regulation S”)), (b) a U.S. person (as defined in the credit risk retention regulations issued under Section 15G of the U.S. Securities Exchange Act of 1934, as amended) (the “U.S. Credit Risk Retention Rules”) or (c) not a Non-United States person (as defined in Rule 4.7 under the U.S. Commodity Exchange Act of 1936, as amended, but excluding, for the purposes of subsection (D) thereof, the exception for qualified eligible persons who are not Non-United States persons) (“CFTC Rule 4.7”). Any investor in the Notes (including purchasers following the issue date of such Notes) shall be deemed to give the representations, agreements and acknowledgments specified in the Additional Conditions of such Notes, including a representation that it is not, nor is it acting for the account or benefit of, a person who is (i) a U.S. person (as defined in Regulation S), (ii) a U.S. person (as defined in the U.S. Credit Risk Retention Rules) or (iii) not a Non-United States person (as defined in CFTC Rule 4.7, but excluding for purposes of subsection (D) thereof, the exception to the extent that it would apply to persons who are not Non-United States persons). If such an investor is purchasing the Notes on their issue date, such an investor may also be required to provide the relevant Dealer with a letter containing a representation substantially in the same form as the deemed representation specified above. For a description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see “Subscription and Sale”.
Restriction on Distribution. The distribution of the Authorised Offering Material and the offering or sale of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by each Issuer, the Guarantor, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes and the Guaranty have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes may be in bearer form and therefore subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription and Sale". No Authorised Offering Material may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no action has been taken or will be taken to permit an offering of the Securities or the distribution of any Authorised Offering Material in any jurisdiction where any such action is required. Need for Independent Analysis: Prospective Noteholders should conduct such independent investigation and analysis regarding the relevant Issuer, the Guarantor, the security arrangements and the Notes as they deem appropriate to evaluate the merits and risks of an investment in the Notes. Purchasers of Notes should have sufficient knowledge and experience in financial and business matters, and access to, and knowledge of, appropriate analytical resources, to evaluate the information contained in this Base Prospectus and the relevant Final Terms (if any) and the merits and risks of investing in the Notes in the context of their financial position and circumstances. Prospective Noteholders should have regard to the factors described under the section headed “Risk Factors” in this document. This Base Prospectus does not describe all of the risks of an investment in the Notes. Neither the Arranger nor any Dealer makes any representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained herein or in any further information, notice or other document which may at any time be supplied in connection with the Notes and none of them ...
