Unencumbered Shares Sample Clauses

Unencumbered Shares. WGHI and MIOA mutually covenant and agree that each and every share of common stock and preferred stock to be transferred, assigned and conveyed by one party to the other shall be free and clear of all liens, encumbrances and restrictions on transfer other than restrictions pursuant to applicable state and federal securities laws.
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Unencumbered Shares. Maintain, at all times during the Unsecured Period, ownership and control of common shares of US Xpress stock in the name of the Loan Parties having an aggregate fair market value of not less than $25,000,000, held and maintained in accounts with the Lender and/or any of its Affiliates or the Transfer Agent (the “Unencumbered Shares”).
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Unencumbered Shares. 1 In respect of Section 5.03(c) of the Credit Agreement, at all times, and as at the end of, the calendar year ended on the Reporting Date, the Loan Parties 1 Tested solely during the Unsecured Period maintained ownership and control of common shares of US Xpress stock in the name of the Loan Parties having an aggregate fair market value of not less than $75,000,000, held and maintained in accounts with the Lender and/or any of its Affiliates or the Transfer Agent (the “Unencumbered Shares”).
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Unencumbered Shares. Secured Party agrees, notwithstanding any provision to the contrary set forth herein, that in connection with any sale, transfer or other disposition by it of the Pledged Collateral in accordance with this Section 9, Secured Party shall first remove its lien against such Pledged Collateral so that the transferee of such Pledged Collateral will acquire, in accordance with this Section 9, such Pledged Collateral free and clear of all liens, encumbrances and other restrictions or title defects.
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Unencumbered Shares. AL represents and warrants with respect to the Shares currently held by him (as indicated in the Premise hereto) that he is the owner of such Shares and, except as provided for herein, such Shares are free and clear of all security interests, liens, claims, pledges, options, rights of first refusal agreements limitations on voting rights, charges and other encumbrances of any nature whatsoever. Except as provided herein, AL has the sole voting power with respect to such Shares.
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Unencumbered Shares. The Company agrees, notwithstanding any provision to the contrary set forth herein, that in connection with any sale, transfer or other disposition by it of the Pledged Collateral in accordance with this Section 8, the Company shall first remove its lien against such Pledged Collateral so that the transferee of such Pledged Collateral is acquiring, in accordance with this Section 8, such Pledged Collateral free and clear of all liens, encumbrances and other restrictions or title defects.
Sample 1
Unencumbered Shares. On the Closing Date, except as mentioned in Annex 8.1.2, Sellers (and/or CP) shall be the lawful owners of the Controlling Shares and TCOPar shall be the lawful owner of the TCO’s Controlled Companies’ shares, entirely free and clear of any liens, pledges, charges, options, priority rights, usufruct and other claims of any nature whatsoever, and shall have all the rights and power required by law for the sale, transfer and delivery of the Controlling Shares to Purchaser under the terms of this Final Agreement. The sale, transfer and delivery of the Controlling Shares to Purchaser under the terms of this Final Agreement shall transfer to and vest Purchaser in the regular and full ownership thereof and, indirectly, of TCOPar’s shares in the TCO’s Controlled Companies, except for the restrictions mentioned in Annex 8.1.2.
Sample 1
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Unencumbered Shares. JB represents and warrants with respect to the Shares currently owned by her (as indicated in the Premises hereto) that she is the owner of such Shares and, except as provided for herein, such Shares are free and clear of all security interests, liens, claims, pledges, options, rights of first refusal agreements limitations on voting rights, charges and other encumbrances of any nature whatsoever. Except as provided herein, JB has the sole voting power with respect to such Shares.
Sample 1
Unencumbered Shares. Each Shareholder covenants and agrees to keep its Shares and its Shareholder Claims free and clear of all Encumbrances. Notwithstanding the foregoing, each Shareholder will be entitled and will, to the extent required by the lender of any Project Financing, pledge its Shares and postpone its Shareholder Claims to such lender provided that such lender agrees to be bound by the terms and conditions of this Agreement and the Management Agreement (if such Shareholder is a party), in the place and stead of such Shareholder should it wish to realize upon all or any portion of the Shares constituting security for any indebtedness or liability of a Shareholder.
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Related to Unencumbered Shares

  • Unencumbered Assets As of the Agreement Date, Schedule 6.1(y) is a correct and complete list of all Unencumbered Assets. Each of the Unencumbered Assets included by the Borrower in calculations of the Unencumbered Asset Value satisfies all of the requirements contained in this Agreement for the same to be included therein.

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • Maintenance of Total Unencumbered Assets The Company and its Subsidiaries will maintain at all times Total Unencumbered Assets of not less than 200% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.

  • Qualified Property Applicant’s Qualified Property is described in Schedule 2.3, which is incorporated herein by reference. The Parties expressly agree that the location of the Qualified Property shall be within the Reinvestment Zone as set out in Schedule 2.1.

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to:

  • Qualified Transferee Any Transfer of a Partnership Interest shall be made only to a single Qualified Transferee; provided, however, that, for such purposes, all Qualified Transferees that are Affiliates, or that comprise investment accounts or funds managed by a single Qualified Transferee and its Affiliates, shall be considered together to be a single Qualified Transferee; and provided, further, that each Transfer meeting the minimum Transfer restriction of Section 11.3.A(4) hereof may be to a separate Qualified Transferee.

  • Appraised Value If an Objecting Party objects in writing to the Initial Valuation within ten (10) days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser (the “First Appraiser”) to determine within thirty (30) days of such engagement the Fair Market Value of the Partnership Interests (the “First Appraised Value”). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on and engage a second Independent Appraiser (the “Final Appraiser”). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within thirty (30) days after its engagement the Fair Market Value of the Partnership Interests, but if such determination is less than the lesser of the Initial Value and the First Appraised Value then the lesser of the Initial Value and the First Appraised value shall be the value or if such determination is greater than the greater of the Initial Value and the First Appraised Value then the greater of the Initial Value and the First Appraised Value shall be the value (the “Final Valuation”). The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction.

  • Consolidated Tangible Net Worth (i) The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Minimum Consolidated Net Worth The Company will not permit its Consolidated Net Worth at any time to be less than the sum of (a) $800,000,000 plus (b) an aggregate amount equal to 50% of its Consolidated Net Earnings (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ending September 30, 2013.”

  • Minimum Consolidated Tangible Net Worth (a) Prior to consummation of the Merger, the Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the sum of (i) $788,000,000.00 plus (ii) seventy-five percent (75%) of the sum of any additional Net Offering Proceeds after the date of this Agreement.

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