Exchange Restriction Sample Clauses

An Exchange Restriction clause limits or prohibits the transfer, sale, or exchange of certain securities or interests, typically to comply with legal, regulatory, or contractual requirements. In practice, this clause may prevent holders from transferring shares to non-approved parties or during specified periods, such as before an initial public offering or while certain conditions remain unmet. Its core function is to maintain control over ownership and ensure compliance with applicable laws or agreements, thereby reducing the risk of unauthorized or problematic transfers.
Exchange Restriction. In the event any national government imposes any exchange restriction applying to payments required under this Agreement, an account in the name of Licensor will be established in a financial institution of Licensor's choice in the country of such national government, and all monies due Licensor will be paid into such account, or, at Licensor's election, payment will be made to any account designated by Licensor that complies with such restriction.
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Exchange Restriction. At the Closing, and on each of the first anniversary of the Closing, the second anniversary of the Closing and the third anniversary of the Closing, if there is then any pending claims for indemnification made by the Acquiror pursuant to Section 10.2(a) or Section 7.14(a)(i), then, for each such claim, a number of Class E Units, rounded down to the nearest whole unit, that (i) for the non-Founder Class E Units, vest at such time and (ii) for the Founder Class E Units, that but for this Section 10.7(a) would become exchangeable for Parent Common Stock at such time (in the case of (i) and (ii), other than Class E Units that were converted from Class G Interests or Class H Interests, in each case not exceeding the Class E Units Cap) equal to the product of (x) the dollar value of such pending claim (subject to Section 10.9(a)), as set forth in any notice delivered pursuant to Section 10.4, Section 10.5 or Section 7.14(c), as applicable, multiplied by the aggregate Class E Pro Rata Percentage of Holding and each Holder (with respect to each such claim, the total dollar amount of such claim as of any time of measurement, multiplied by the aggregate Class E Pro Rata Percentage of Holding and each Holder, the “Reserve Amount”), divided by the Market Price at such time (together, the “Exchange Restricted Units”), will be subject to the forfeiture provisions contained in this Section 10.7 and will not be exchangeable into Parent Common Stock except to the extent permitted by the provisions of this Section 10.7. The Exchange Restricted Units shall be allocated across Holding and the Holders in accordance with their respective Class E Pro Rata Percentages calculated as of the Closing, the first anniversary of the Closing, the second anniversary of the Closing, and the third anniversary of the Closing, as applicable. In addition, at any time there is any pending claim for indemnification made by the Acquiror pursuant to Section 10.2(b), Section 10.2(c) , Section 10.2(d) or Section 7.14(a)(ii), a number of Class E Units held by the Person against whom such claim is pending, rounded down to the nearest whole unit, equal to the dollar value of such pending claims (subject to Section 10.9(a)), as set forth in any notice delivered to a particular Holder pursuant to Section 10.4, Section 10.5 or Section 7.14(c), as applicable (with respect to each such claim against such Person, the total dollar amount of such claim as of any time of measurement, the “Individual Reserve Amo...
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Exchange Restriction. It is the intention of the Trustee to maintain a sufficient liquidity reserve in the Sponsor Stock Fund to meet exchange, redemption or withdrawal requests. However, if there is insufficient liquidity in the Sponsor Stock Fund to allow for same day exchanges, the Trustee will be required to sell shares of Sponsor Stock to meet the exchange requests. If this occurs, the subsequent exchange into other Plan investment options will take place three
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Exchange Restriction. Notwithstanding -------------------- anything herein to the contrary, (A) A Holder may not exchange Debentures or receive shares of DOC Common Stock as payment of interest hereunder to the extent such exchange or receipt of such interest payment would result in the Holder, together with its Affiliates, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the then issued and outstanding shares of DOC Common Stock, including shares issuable upon exchange of, and payment of interest on, the Debentures held by such Holder after application of this Section. The Holder shall be entitled to rely on the DOC's public filing with respect to the number of shares of DOC Common Stock which are then issued and outstanding. In the event of a merger or consolidation of DOC with or into another Person, this paragraph shall not apply with respect to a determination of the number of shares of DOC Common Stock issuable upon exchange in full of the Debentures if such determination is necessary to establish the securities or other assets which the holder of DOC Common Stock shall be entitled to receive upon the effectiveness of such merger or consolidation. The provisions of this Section 5(a)(ii) may be waived by the Holder at the election of the Holder upon not less than 61 days' prior notice to the Company, and the provisions of this Section 5(a)(ii) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver) and (B) the Company shall not honor an exchange by the Holder to the extent such Exchange shall cause the aggregate number of DOC Shares issued to the Holder pursuant to the present exchange and all prior exchanges to exceed the Holder's pro-rata share (as determined by such Holder's initial purchases of Debentures pursuant to the Purchase Agreement relative to all Debentures issued) of 15 million DOC Shares.
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Related to Exchange Restriction

  • AGE RESTRICTION You must be at least 18 (eighteen) years of age to use this Website or any Services contained herein. By using this Website, You represent and warrant that You are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of Your age.

  • Age Restrictions Drivers must be 21 years of age or over.

  • Use Restriction (a) If a natural disaster, incident or any other emergency situation occurs or is likely to occur, SORACOM may restrict the use of the SORACOM Air Global Service by the Subscriber in order to give priority to communications whose content are necessary for the prevention of or relief from calamities, for the securing of transportation, communications or electric power supply, the maintenance of public order or any other public interest. (b) If SORACOM detects any significant and/or continuous signal or transmission using a communication procedure or application which occupies the communication band used by SORACOM, SORACOM may control the transmission rate and traffic of such signal or transmission by controlling the communication band allocated to such signal or transmission. (c) SORACOM may suspend or limit the use of the SORACOM Air Global Service by the Subscriber, if: (i) the Subscriber delays in performing or fails to perform any payment obligation or any other obligation under the Agreement; (ii) the Subscriber gives a false information to SORACOM; (iii) SORACOM deems that the Subscriber violates Section 13.1 below; (iv) the Subscriber falls under any of the items of Section 3.2; (v) the credit card account designated by the Subscriber is invalid, unavailable or cannot be used or recognized; or

  • Securities Restrictions Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.