Unencumbered Shares Sample Clauses

Unencumbered Shares. WGHI and MIOA mutually covenant and agree that each and every share of common 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 $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. 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. 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.
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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. 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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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.
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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.”

  • Unencumbered Leverage Ratio The Parent and the Borrower shall not permit the Unencumbered Leverage Ratio to exceed 60.0% at any time; provided, however, that (I) notwithstanding the foregoing if the Covenant Relief Period ends pursuant to clause (ii) of the definition thereof, during the Ratio Adjustment Period, the Unencumbered Leverage Ratio may exceed 60.0% but shall not exceed 65.0% at any time and (II) after the Ratio Adjustment Period, the Borrower shall have the option, exercisable two times, upon written notice from the Borrower to the Administrative Agent that the Borrower is exercising such option, to elect that the Unencumbered Leverage Ratio may exceed 60.0% for a period not to exceed two (2) full fiscal quarters, such period to commence on the date set forth in such notice (such period, the “Unencumbered Leverage Ratio Surge Period”), so long as (i) the Borrower has delivered a written notice to the Administrative Agent that the Borrower is exercising its option under this subsection (a), (ii) the Unencumbered Leverage Ratio does not exceed 65.0% at any time during the Unencumbered Leverage Ratio Surge Period, (iii) the Borrower completed a Material Acquisition which resulted in such ratio (after giving effect to such Material Acquisition) exceeding 60% at any time during the fiscal quarter in which such Material Acquisition took place, and (iv) an Unencumbered Leverage Surge Period was not in effect for the fiscal quarter immediately preceding the Borrower’s election. The Borrower shall have the option to exercise both an Unencumbered Leverage Ratio Surge Period and a Leverage Ratio Surge Period in the same notice.

  • Maximum Unencumbered Leverage Ratio As of the last day of any fiscal quarter, the Unencumbered Leverage Ratio to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur and the Unencumbered Leverage Ratio shall have been less than sixty percent (60%) for at least one full fiscal quarter immediately preceding the proposed Unencumbered Leverage Ratio Covenant Holiday, then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 7.02(a), and provided that no Default or Event of Default shall have occurred and be continuing, the maximum Unencumbered Leverage Ratio covenant level shall be increased to sixty-five (65%) for the fiscal quarter in which such Material Acquisition is consummated and the three (3) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition is consummated (any such increase an “Unencumbered Leverage Ratio Covenant Holiday”); provided further that not more than two (2) Unencumbered Leverage Ratio Covenant Holidays may be elected by the Borrower during the term of this Agreement;

  • Ownership of Outstanding Shares Without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions, Parent covenants and agrees in favour of ExchangeCo that, as long as any outstanding Exchangeable Shares are owned by any person or entity other than Parent or any of its Affiliates, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Maintenance of Total Unencumbered Assets The Company and its Subsidiaries will maintain 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.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where:

  • Classes of Partnership Units The General Partner is hereby authorized to cause the Partnership to issue Partnership Units designated as Class T Units, Class S Units, Class D Units, Class I Units and Class E Units. Each such Class shall have the rights and obligations attributed to that Class under this Agreement.

  • 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:

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