Limitation on Redemptions Clause Samples

Limitation on Redemptions. (a) The right of any Member to redeem some or all of its Units pursuant to the provisions of Section 5.02 is subject to the provision by the Managing Member for all Company liabilities in accordance with the Act, and for reserves for estimated accrued expenses, liabilities and contingencies in accordance with Section 4.08. (b) The Managing Member may suspend redemptions, at any time prior to the effective date of the redemption, and notwithstanding the fact that a timely redemption request has previously been made, for the whole, or any part, of any of the following periods: (i) during the closing of the principal stock exchange or other markets on which any substantial portion of the Company's direct or indirect investments, in the opinion of the Managing Member, is quoted or dealt in other than for ordinary holidays, or the restriction of suspension of dealings therein; (ii) during the existence of any state of affairs which, in the opinion of the Managing Member, constitutes an emergency as a result of which the determination of the price, value or disposition of the Company's direct or indirect investments would be impractical or prejudicial to Members; (iii) during which redemptions would, in the opinion of the Managing Member, result in a violation of applicable law; (iv) during any breakdown in the means of communication or computation normally employed in determining the price or value of any of the investments of the Company or the current price or values on any stock exchange in respect of assets of the Company; (v) during the occurrence of any period when the Company is unable to withdraw sufficient funds from Portfolio Companies or otherwise to meet redemption requests or in circumstances when the disposal of part or all of the Company's assets to meet such redemption requests would be prejudicial to Members; and (vi) during which any transfer of funds involved in the realization or acquisition of investments or payments due on redemption of Units cannot, in the opinion of the Managing Member, be effected at advantageous rates of exchange. Postponed redemptions shall be effected at the month-end following the termination of the suspension. Any part of a redemption request that is postponed shall take precedence over later-received redemption requests until the postponed request or requests have been satisfied in full. Members shall be given notice in writing of the suspension of redemptions and the termination of any such suspension. Units shal...
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Limitation on Redemptions. Existing Partners may not have elected to have, in the aggregate, more than 40% of all of the pre-Closing interests in the Partnership redeemed.
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Limitation on Redemptions. Sections 4.04 and 4.21 limit the ability of the Company to make certain redemptions of the Securities. In addition, Section 4.04 of the Series A 9-1/4% Note Indenture may limit redemptions of the Securities.
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Limitation on Redemptions. (a) The right of any Member to redeem all or a portion of its Interest pursuant to the provisions of Section 5.02 is subject to the provision by the Managing Member for all Company liabilities in accordance with the Act, and for reserves for estimated accrued Company expenses, liabilities and contingencies in accordance with Section 4.06, even if such reserves are not required by U.S. GAAP. (b) The Managing Member may, in its sole discretion, suspend redemptions, at any time prior to the effective date of the redemption, and notwithstanding the fact that a timely redemption request has previously been made, for the whole, or any par, of any of the following periods: (i) during the closure of the principal stock exchange or other markets on which any substantial portion of the Company’s direct or indirect investments, in the opinion of the Managing Member, is quoted or dealt in other than for ordinary holidays, or the restriction or suspension of dealings therein; (ii) during the existence of any state of affairs which, in the opinion of the Managing Member, constitutes an emergency as a result of which the determination of the price, value or disposition of the Company’s direct or indirect investments would be impractical or prejudicial to Members; (iii) during which redemptions would, in the opinion of the Managing Member, result in a violation of applicable law; (iv) during any breakdown in the means of communication or computation normally employed in determining the price or value of any of the investments of the Company or the current price or values on any stock exchange in respect of assets of the Company; (v) during the occurrence of any period when the Company is unable to withdraw sufficient funds from Portfolio Funds or Portfolio Companies or otherwise to meet redemption requests or in circumstances when the disposal of par or all of the Company’s assets to meet such redemption requests would be, in the opinion of the Managing Member, prejudicial to Members; (vi) during which any transfer of funds involved in the realization or acquisition of investments or payments due on redemption of Interests cannot, in the opinion of the Managing Member, be effected at advantageous rates of exchange; and (vii) during any period in which any Portfolio Fund or Portfolio Company in which the Company has invested has suspended redemptions or the calculation of its net asset value. Postponed redemptions shall be effected at the month-end following the terminatio...
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Limitation on Redemptions. Purchase, buy back, acquire or otherwise redeem any or all of the issued and outstanding shares of its Capital Stock; provided, however, that the Borrower and Checkfree Holdings may purchase, buy back, acquire or otherwise redeem shares of its respective Capital Stock if (a) at the time of such purchase, buy back, acquisition or redemption, no Event of Default exists on the part of either the Borrower or Checkfree Holdings with respect to subsections 6.1, 6.2, 6.3, 6.8, 6.11, 7.1, 7.2, 7.3, 7.5, 7.6, 7.7, 7.8, 7.10, 7.11, 7.12, or 7.13 of this Agreement (which the parties agree are all of the financial covenants of this Agreement), and (b) such purchase, buy back, acquisition or redemption would not cause an Event of Default to occur. 18. Subsection 7.12, Funded Debt to Net Worth Ratio, is hereby amended by (a) deleting, in the first line, the heading "Funded Debt to Net Worth Ratio" and replacing such heading with "Funded Debt to Capitalization" and (b) replacing, in the last line, "3.33 to 1.0" with "0.30 to 1.00." 19. Subsection 9.2, Notices, is hereby amended by changing "Vorys, Sate▇, ▇▇▇▇▇▇▇ ▇▇▇ Peas▇" ▇▇ Vorys, Sate▇, ▇▇▇▇▇▇▇ ▇▇▇ Peas▇ ▇▇▇" and by deleting the last paragraph, which begins "All notices" and ends "as set forth herein." 20. Subsection 9.7, Setoff, is hereby amended by deleting, beginning in line 29, the clause "(by means of a single notice to Checkfree)". 21. Section 9, Miscellaneous, is hereby amended by deleting subsection 9.18, Joint and Several Obligations, in its entirety. 22. Exhibit A, Form of Revolving Loans Cognovit Promissory Note, is hereby amended by deleting it in its entirety and replacing it with Exhibit A, Form of Replacement Revolving Loans Cognovit Promissory Note, attached hereto and incorporated by this reference into the Loan Agreement. 23. The Loan Agreement is hereby amended by attaching thereto and incorporating by this reference therein Exhibit D, Unconditional Guaranty, which Exhibit D is attached hereto. 24. The obligation of the Lender to make any Revolving Loans to the Borrower under the Loan Agreement as amended by this Amendment is subject to the full satisfaction, in the Good Faith opinion of the Lender, of the following conditions precedent no later than the effective date hereof:
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Limitation on Redemptions. Notwithstanding any other provision of this Certificate of Designations or applicable law to the contrary, in case the Corporation shall give a Mandatory Redemption Notice to the Holders or a Holder gives a Holder Notice to the Corporation, and on the date the Corporation gives such Mandatory Redemption Notice or the Holder gives such Holder Notice, as the case may be, or at any time thereafter to and including the applicable redemption date, the Corporation shall be restricted in redeeming shares of Series A Convertible Preferred Stock by reason of a Redemption Limitation Event (the “Limitation Shares”), then the Mandatory Redemption Date or Optional Redemption Date, as the case may be, for all Limitation Shares, so subject to redemption by the Corporation shall be extended to be the Extended Redemption Date. Any shares of Series A Convertible Preferred Stock for which there is an Extended Redemption Date shall remain convertible by the Holder in accordance with Section 10 at any time to and including the day prior to the applicable Extended Redemption Date. The Corporation shall give the Holder written notice as promptly as practical but not later than 3 Business Days after the date the Redemption Limitation Event is no longer occurring.
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Limitation on Redemptions. Purchase, buy back, acquire or otherwise redeem any or all of the issued and outstanding shares of its Capital Stock; provided, however that CheckFree may purchase, buy back, acquire or otherwise redeem shares of its Capital Stock if, at the time immediately after such purchase, buy back, acquisition or other redemption, CheckFree has cash and marketable securities in an amount of not less than $15,000,000, and there were no amounts outstanding under any Revolving Loans hereunder, including without limitation principal, interest or any other amounts due and payable hereunder, or under the Note or any other Loan Documents.
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Related to Limitation on Redemptions

  • Restrictions on Redemption The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

  • In-kind redemptions The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may, in its sole discretion, honor any redemption request partially or wholly in-kind in a manner consistent with Federated Hermes Funds’ Redemption-In-Kind Procedures.

  • Optional Redemption of Notes (a) The Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part. Prior to the Par Call Date, the redemption price (“Redemption Price”) will equal the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) that would be due if the Notes matured on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). If the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Issuer shall not redeem the Notes pursuant to Section 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price with respect to the Notes to be redeemed).

  • Limitation on Dividends The Borrower will not declare or pay any dividends (other than dividends payable solely in its Qualified Equity Interests) or return any capital to its stockholders (including any option holders) or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its Stock or Stock Equivalents or the Stock or Stock Equivalents of any direct or indirect parent now or hereafter outstanding, or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an Investment permitted by Section 10.5) any Stock or Stock Equivalents of the Borrower, now or hereafter outstanding (all of the foregoing, “dividends”): (a) the Borrower may (or may pay dividends to permit any direct or indirect parent thereof to) redeem in whole or in part any of its Stock or Stock Equivalents for another class of its (or such parent’s) Stock or Stock Equivalents or with proceeds from substantially concurrent equity contributions or issuances of new Stock or Stock Equivalents, provided that such new Stock or Stock Equivalents contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Stock or Stock Equivalents redeemed thereby; (b) the Borrower may (or may pay dividends to permit any direct or indirect parent thereof to) repurchase shares of its (or such parent’s) Stock or Stock Equivalents held by any present or former officer, director or employee (or their respective Affiliates, estates or immediate family members) of the Borrower and its Subsidiaries or any parent thereof, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements or any other management or employee benefit plan or agreement; (c) provided that, so long as (other than with respect to clause (c)(z) below) no Default or Event of Default exists or would exist after giving effect thereto, the Borrower may pay dividends on its Stock or Stock Equivalents, provided that the amount of all such dividends paid from the Original Closing Date pursuant to this clause (c) (other than dividends paid pursuant to clause (c)(x) below prior to March 31, 2015), when aggregated with (i) all aggregate principal amounts paid pursuant to Section 10.7(a)(y)(i) from the 2014 July Repricing Effective Date and (ii) all loans and advances made to any direct or indirect parent of the Borrower pursuant to Section 10.5(m) in lieu of dividends permitted by this clause (c) shall not exceed an amount equal to (x)(a) if, on a Pro Forma Basis, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 7.0 to 1.0, $200,000,000 or (b) if, on a Pro Forma Basis, the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than 7.0 to 1.0, $0 plus (y) if, on a Pro Forma Basis, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 7.0 to 1.0, the Applicable Amount plus (z) the Applicable Equity Amount at such time; for the avoidance of doubt, amounts prepaid in reliance on and in compliance with Section 10.7(a)(y)(i) shall not retroactively cause any breach of this Section 10.6(c) in respect of dividends previously paid in compliance with this Section 10.6(c); (d) the Borrower may pay dividends: (i) the proceeds of which will be used to pay income tax liability attributable to the Borrower and the Restricted Subsidiaries in respect of consolidated, combined, unitary or affiliated tax returns filed by a direct or indirect parent of the Borrower in an amount not to exceed the income tax liability of the Borrower and the Restricted Subsidiaries were they to file as a stand-alone group, reduced by any such income taxes paid directly by the Borrower or the Restricted Subsidiaries; (ii) the proceeds of which shall be used to allow any direct or indirect parent of the Borrower to pay (A) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of the Borrower, not to exceed $3,500,000 in any fiscal year plus (B) any reasonable and customary indemnification claims made by directors or officers of the Borrower (or any parent thereof) attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries or (C) fees and expenses otherwise due and payable by the Borrower or any of its Restricted Subsidiaries and permitted to be paid by the Borrower or such Restricted Subsidiary under this Agreement (including in respect of any initial public offering); (iii) the proceeds of which shall be used to pay franchise and excise taxes and other fees, taxes and expenses required to maintain the corporate existence of any direct or indirect parent of the Borrower; and (iv) to any direct or indirect parent of the Borrower to finance any Investment permitted to be made by the Borrower or a Restricted Subsidiary pursuant to Section 10.5; provided that (A) such dividend shall be made substantially concurrently with the closing of such Investment, (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets, Stock or Stock Equivalents) to be contributed to the Borrower or such Restricted Subsidiary or (2) the merger (to the extent permitted in Section 10.5) of the Person formed or acquired into the Borrower or any of its Restricted Subsidiaries and (C) the Borrower shall comply with Sections 9.11 and 9.12 to the extent applicable; (e) [Reserved]; (f) the Borrower or any of the Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (g) the Borrower may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; (h) the Borrower may declare and pay dividends on the Borrower’s common stock following the first public offering of the Borrower’s common stock or the common stock of any of its direct or indirect parents after the Original Closing Date, of up to 6% per annum of the net proceeds received by or contributed as common equity to the Borrower in or from any such public offering to the extent such net proceeds are not utilized in connection with other transactions permitted by Section 10.5, 10.6 or 10.7; and (i) the Borrower may pay dividends in an amount equal to withholding or similar Taxes payable or expected to be payable by any present or former employee, director, manager or consultant (or their respective Affiliates, estates or immediate family members) and any repurchases of Stock or Stock Equivalents in consideration of such payments including deemed repurchases in connection with the exercise of stock options.

  • Restriction on Redemption and Cash Dividends So long as any Notes are outstanding, the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Buyers.