Other Prohibited Transactions Sample Clauses
The "Other Prohibited Transactions" clause defines specific types of transactions or activities that are expressly forbidden under the agreement. Typically, this clause lists actions such as unauthorized transfers, sales, or dealings with certain parties or assets that the parties must avoid during the contract term. For example, it may prohibit the assignment of rights to third parties or engaging in transactions that could conflict with the agreement's purpose. The core function of this clause is to prevent actions that could undermine the agreement, ensuring both parties adhere to agreed boundaries and reducing the risk of disputes or unintended consequences.
Other Prohibited Transactions. Except for the transactions expressly contemplated in the Principal Project Contracts and the Bond Documents, the Borrower has not (i) sold or transferred any property or assets to, or purchased or acquired any property or assets of, or
Other Prohibited Transactions. No Party will, without the prior written consent of the other, take any action or omit to take any action, suffer any act or omission, which may result in any of the representations and warranties of such first mentioned Party being untrue or in the nonfulfillment of any of the covenants set forth herein. Seller may not (and will not permit any of its Affiliates to), without the prior written consent of Buyer (which consent with respect to subsections (i), (iv) and (v) shall not be unreasonably withheld, but may be given or withheld in Buyer's sole discretion with respect to all other subsections below), directly or indirectly, by operation of law or otherwise; (i) pay any dividends or otherwise make any distributions to Seller's shareholders in violation of Applicable Law; (ii) issue any Stock or Stock Equivalent in Seller; (iii) borrow money using the Lease or Leased Site as collateral; (iv) fail to pay any of Seller's Debts, to the extent of Seller's assets, as the same become due; provided that Seller shall have the right to diligently contest any claimed Debt; (v) dissolve Seller and form a liquidating trust, the certificated Stock of which is issued to the then shareholders of Futuresouth, (vi) merge or consolidate Seller with any other Person; (vii) engage in any discussions, or solicit or encourage any discussions, regarding the Leased Site or the Lease, except as provided for herein; or (viii) agree to do any of the foregoing. Seller will promptly notify Buyer in writing upon the occurrence of any Material Adverse Change or event which could have a Material Adverse Effect.
Other Prohibited Transactions. Subject to applicable law and fiduciary duties of Seller’s directors, Seller may not, without the prior written consent of Purchaser (which consent may be given or withheld in Purchaser’s sole discretion), directly or indirectly, by operation of law or otherwise: (i) solicit, initiate, engage or encourage any discussions, proposals or offers, regarding the acquisition of all or substantially all of the assets of the Business (other than sales, purchases and leases of assets in the Ordinary Course of Business), or any equity interest in, or any merger, consolidation or business combination which includes all or any part of the Business; or (ii) agree to do any of the foregoing. Seller shall give Purchaser prompt written notice of any bona fide written indication of interest or proposal from any Person with respect to any such transaction.
Other Prohibited Transactions. 1. Should a benefited individual pledge an IRA as security for a loan, the portion so pledged will be treated as a distribution to that individual.
2. Consult with your Account Officer regarding administrative restrictions that are imposed by the Custodian. For example, permissible investments include investments in stocks, bonds, government obligations, savings accounts and certificates of deposit with a bank approved by the Custodian.
3. These prohibited transactions and certain exemptions are further described in Code section 4975.
Other Prohibited Transactions. Except for the transactions expressly contemplated in the Principal Project Contracts for each Funded MCA Project and the Bond Documents, the Borrower has not (i) sold or transferred any property or assets to, or purchased or acquired any property or assets of, or (ii) otherwise engaged in any other transaction in connection with, any other Governmental Authority (including the Governmental Authorities of the State) the terms and provisions of which are materially adverse to the Borrower or that could reasonably be expected to have a Material Adverse Effect.
Other Prohibited Transactions. Notwithstanding any other provision of this Agreement to the contrary, the Managing Partner shall not permit or cause the Partnership, the Subsidiary General Partner, or any Subsidiary to take any of the following actions with respect to any Property in the absence, in each instance, of the prior written consent of BIT Partner:
(a) Neither the Partnership, the Subsidiary General Partner, nor any Subsidiary shall enter into any agreement or Lease with respect to any Property which contains any provision for the payment of rental or other sums based in whole or in part on the income or profits (other than gross receipts) derived by the other contracting party thereunder from the premises demised thereby as determined in accordance with Code Section 512(b)(3)(B)(ii) and the Treasury Regulations promulgated thereunder;
(b) Neither the Partnership, the Subsidiary General Partner, nor any Subsidiary shall enter into any agreement or Lease relating to any Property under or in connection with which the rent or other payment attributable to personal property for any year exceeds ten percent (10%) of the total rents received under or in connection with such agreement or Lease as determined in accordance with Code Section 512(b)(3)(A)(ii) and the Treasury Regulations promulgated thereunder;
(c) Neither the Partnership, the Subsidiary General Partner, nor any Subsidiary shall provide any services which are primarily for the convenience of the tenants of any Property and are other than services usually or customarily rendered in connection with the rental for occupancy only of industrial/warehouse space, as more particularly described in Treasury Regulations Section 1.512(b)-1(c)(5) (and provisions for the tenants' use of parking spaces and storage areas, if any, shall be included in the tenants' occupancy leases without separately stated charges for such use);
(d) Neither the Partnership, the Subsidiary General Partner, nor any Subsidiary shall sell or otherwise dispose of the Property in any manner that would cause the Property to be treated as property held primarily for sale to customers in the ordinary course of the Partnership's trade or business as determined in accordance with Code Section 512(b)(5)(A) or (B) and the Treasury Regulations thereunder; and
(e) At any time that any Property would otherwise be considered debt-financed property for purposes of Code Section 514, the Partnership will meet the requirements of Code Section 514(c)(9)(B)(i) through (vi), s...
Other Prohibited Transactions. Except for the transactions expressly contemplated in the Principal Project Contracts and the Bond Documents, the Borrower shall not (i) sell or transfer any property or assets to, or purchase or acquire any property or assets of, or (ii) otherwise engage in any other transaction in connection with the Project with any other Governmental Authority (including the Governmental Authorities of the State) the terms and provisions of which are materially adverse to the Borrower or the Project or that would have a Material Adverse Effect.
Other Prohibited Transactions. Employees may not acquire securities through initial public offerings except where the security being purchased is part of a tranche available for sale in the United Kingdom to individuals. Employees may not acquire investments in private placement securities (being both unquoted securities or other private placements conducted as part of initial public offering) unless the transaction is specifically pre-cleared by an executive member of the Gartmore Investment Management Board and, in addition, is countersigned by Compliance and provided that "The investment opportunity is not reserved for any clients of the firm the opportunity is not being offered to the employee by virtue of his position within the firm. In addition, if an employee is subsequently involved in the decision to purchase the security for any client, he must disclose his holding to senior management before investing on behalf of the client." Employees may, at certain times (such as the `closed period') be prohibited from dealing in certain specified securities such as National Westminster Bank Plc, and certain closed-end funds for which Gartmore acts as investment adviser or manager. You should note that the additional checks required may lead to delays in execution. An employee may not carry out transactions which he cannot afford to settle if called upon to do so at any time.
Other Prohibited Transactions. Prior to March 11, 2026, the Investors shall not (a) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with any Beneficial Owner of 10% of the Common Stock of the Company (with Warrants counted on as-if-converted basis) (an “Affiliated Person”) or (b) purchase any shares of Common Stock (or equity linked securities) of the Company from an Affiliated Person other than through open-market purchases or the acquisition of the Atlantic Park Warrants.