RESTRICTIONS ON. DRAWINGS The Borrower shall not be entitled to make more than one Drawing on any Business Day and no more than seven (7) Drawings may be outstanding at any one time during the Facility Period. Each Drawing shall be of an amount of not less than ten million Dollars ($10,000,000) and in integral multiples of five million Dollars ($5,000,000) or the undrawn balance of the Facility. If at any time during the Facility Period the Facility Outstandings exceed the Maximum Facility Amount then available or if a proposed Drawing added to the Facility Outstandings would result in the Maximum Facility Amount being exceeded then the Borrower shall immediately pay to the Agent on behalf of the Banks such amounts as will ensure that the Facility Outstandings are equal to or less than the Maximum Facility Amount then available.
RESTRICTIONS ON. ADESA Notwithstanding any other provision of this Agreement or any of the Ancillary Agreements, for the period from the Effective Date until the Distribution Date (the "Pre-Distribution Period"), ADESA shall not take any action (such action to include, without limitation, the granting of restricted stock awards and the issuance of ADESA Capital Stock (whether upon the exercise by the holders of any stock options or convertible securities issued by ADESA or otherwise)) without the prior written consent of ALLETE if, as a result of such action, ALLETE would or would reasonably be expected to cease to have Tax Control of ADESA unless, prior to ADESA taking such action, ALLETE has determined, in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve both ALLETE's Tax Control of ADESA and the Tax-Free Status of the Distribution, that such action will not jeopardize either ALLETE's Tax Control of ADESA or the Tax-Free Status of the Distribution. In furtherance of the foregoing provisions of this Section 4.13, ADESA shall be permitted to grant stock options and restricted stock awards to its employees which have been approved by the compensation and employee benefits committee of ADESA only so long as (i) ADESA repurchases in the open market sufficient shares of issued and outstanding ADESA Capital Stock prior to the date such stock options are exercised or become transferable or such restricted stock awards are granted (or deemed granted) if and to the extent necessary to ensure that ALLETE will not cease to have Tax Control of ADESA at any time during the Pre-Distribution Period, (ii) ADESA provides ALLETE with prior written notification of the procedures taken by ADESA to comply with its obligations described in clause (i) above, including substantiation that the appropriate number of ADESA shares have been repurchased or that no such repurchases are required, and (iii) ALLETE approves of such procedures in writing (which approval shall not be unreasonably withheld or delayed). All of the restrictions on ADESA contained in this Section 4.13 shall apply to ADESA during the Pre-Distribution Period. In furtherance of ADESA's covenants under this Section 4.13, ADESA shall instruct the ADESA Transfer Agent not to issue or deliver certificates representing, or other evidence of ownership of, newly issued shares of ADESA Capital Stock during the Pre-Distribution Period without the prior written consent of ALLETE. ADESA ...
RESTRICTIONS ON. TRANSFERABILITY ------------------------------- The Shares shall not be transferred before satisfaction of the conditions specified in this Article II, which conditions are intended to ensure compliance with the provisions of the Securities Act and applicable state securities laws with respect to the transfer of any Shares. Purchasers, by entering into this Agreement and accepting the Shares, agree to be bound by the provisions of this Article II.
RESTRICTIONS ON. TRANSFERABILITY The Common Stock issued upon conversion of the Note shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section 1, which conditions are intended to ensure compliance with the provisions of the Securities Act (as defined below). The Investors will cause any proposed purchaser, assignee, transferee, or pledgee of any such shares held by the Investors to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 1.
RESTRICTIONS ON. PAYMENTS Notwithstanding any other provision hereof no member of the Group shall pay, make or declare any dividend or pay any interest or other distribution to the Holding Company save that (PROVIDED THAT no Event of Default or Potential Event of Default has occurred or would arise as a result thereof):
RESTRICTIONS ON. RESALE With the exception of short-term promotions and CSA's (defined below), Lifeline, Link-up, and Grandfathered services, BellSouth shall offer for resale at wholesale prices all Telecommunications Services, including non-recurring services, that BellSouth provides at retail to non-telecommunications carriers. No terms and conditions, including use and user restrictions, shall be applicable to the resale of BellSouth's services except for:
RESTRICTIONS ON. ISSUING SHARES ------------------------------ Shares shall not be issued pursuant to the exercise of the Option, unless the issuance and transferability of the Shares shall comply with all relevant provisions of law, including, but not limited to, the (i) limitations, if any, imposed by applicable state law; and (ii) restrictions, if any, imposed by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission. The Committee may, in its discretion, determine if such restrictions or such issuance of Shares so complies with all relevant provisions of law. Any certificate issued upon exercise of an Option shall bear the following legend (or one substantially similar) setting forth notice of the restrictions on transfer: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSACTION WOULD NOT BE IN VIOLATION OF THE ACT OR ANY OTHER STATE SECURITIES LAW. THESE SHARES ARE ALSO SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AEI HOLDING COMPANY, INC. STOCK OPTION PLAN WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.