Overriding restrictions Sample Clauses

Overriding restrictions. (1) Subject to clause 10 notwithstanding anything else in this deed contained or implied none of the powers authorities or discretions hereby or by law conferred on the Trustees or on any other person shall at any time or in any circumstances whatsoever be exercisable in any manner which may cause or enable the Donor (or any of them) to benefit in any way from the Trust Fund Provided always that repayment of a Loan shall not for the purposes of this deed constitute a benefit conferred upon the Donor (2) Notwithstanding anything else in this deed contained or implied if the mere existence of any powers authorities or discretions hereby or by law conferred on the Trustees or on any other person would be enough (without their exercise) to cause this Trust to be a settlement (within the meaning of section 43
View SourceView Similar (4)
Overriding restrictions. Notwithstanding anything in this settlement contained or implied but subject in respect of sub-clause (2) of this clause to clause 13 (1) this settlement shall not be construed so as to confer or purport to confer on the Trustees any trust or power which might or could be exercised or if exercised revoked at any time outside the period permitted by any applicable rule against perpetuities (2) none of the powers authorities or discretions hereby or by law conferred on the Trustees or on any other person shall at any time or in any circumstances whatsoever be exercisable in any manner which may benefit the Settlor (or either of them) Provided always that repayment of a Loan shall not for the purposes of this settlement constitute a benefit conferred upon the Settlor (or either of them) (3) no exercise of any power contained in this settlement shall invalidate any prior payment transfer or application of all or any part of the Trust Fund or the income thereof made under any power conferred by this settlement or by law and (4) in the administration of the trusts of this settlement, the Trustees must keep the Initial Settled Property separate from the Loaned Property (if any) and shall only repay a Loan from the Loaned Property and not the Initial Settled Property
View SourceView Similar (3)
Overriding restrictions in all cases and at all times no Transfer shall be made to any of the following persons unless the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given) is obtained: (1) an Industry Competitor; (2) a Defaulting Lender (or any person that would, upon becoming a Lender, be a Defaulting Lender) and/or a Non-Consenting Lender; (3) a Loan to Own/Distressed Investor (except if a Material Event of Default is continuing); (4) any Sanctioned Person (or any person that would, upon becoming a Lender, be a Sanctioned Person); or (5) in respect of a Transfer of any part of a Facility, a New Lender incorporated or acting through a Facility Office situated in a Non-Cooperative State. 115 Project Meria: Senior Facilties Agreement
View SourceView Similar (2)
Overriding restrictions. (a) No Offer may be made to a Participant or its Affiliated Shareholder and no Options may be granted or exercised under the Plan if to do so would contravene the Corporations Act, the Listing Rules or any other Applicable Law, including the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ provisions of Division 3 of Part 7.10 of the Corporations Act and the Group's securities trading policy. (b) The Plan Committee may only make an Offer under the Plan: (1) if the Company has issued a Disclosure Document in relation to the Options the subject of the Offer; or (2) if the Company is otherwise authorised or permitted to do so pursuant to section 708 of the Corporations Act or an applicable regulatory instrument issued by ASIC (ASIC Instrument) and the Offer is in accordance with the Corporations Act or the applicable ASIC Instrument.
View Source
Overriding restrictions in all cases and at all times no Transfer shall be made to any of the following persons unless the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given) is obtained: (1) an Industry Competitor; (2) a Defaulting Lender (or any person that would, upon becoming a Lender, be a Defaulting Lender) and/or a Non-Consenting Lender; (3) a Loan to Own/Distressed Investor (except if a Material Event of Default is continuing); (4) any Sanctioned Person (or any person that would, upon becoming a Lender, be a Sanctioned Person); or (5) in respect of a Transfer of any part of a Facility, a New Lender incorporated or acting through a Facility Office situated in a Non-Cooperative State.
View Source
Overriding restrictions. Notwithstanding anything in this settlement contained or implied (1) this settlement shall not be construed so as to confer or purport to confer on the Trustees any trust or power which might or could be exercised at any time outside the period permitted by the Proper Law or by any applicable rule against perpetuities (2) none of the powers authorities or discretions hereby or by law conferred on the Trustees or on any other person shall at any time or in any circumstances whatsoever be exercisable in any manner which may benefit any Excepted Person (3) no exercise of any power contained in this settlement shall invalidate any prior payment transfer or application of all or any part of the Trust Fund or shall in any way prejudice the right of any Beneficiary to income received or accrued at or prior to the time of such exercise and retaining the character of income at such time (4) None of the powers authorities or discretions hereby or by law conferred on the Trustees or on any other person shall at any time or in any circumstances whatsoever be exercisable in any manner so as to cause or permit the Settlor to be dismissed or replaced as or to cease to be sole Managing Director of the business of Bluewater Holdings BV during his lifetime without his consent in writing previously obtained
View Source

Related to Overriding restrictions

  • Use Restrictions (a) Company will not do or attempt to do, and Company will not permit any other person or entity to do or attempt to do, any of the following, directly or indirectly: (i) use any Proprietary Item for any purpose, at any location or in any manner not specifically authorized by this Agreement; (ii) make or retain any copy of any Proprietary Item except as specifically authorized by this Agreement; (iii) create, recreate or obtain the source code for any Proprietary Item; (iv) refer to or otherwise use any Proprietary Item as part of any effort to develop other software, programs, applications, interfaces or functionalities or to compete with BNYM or a Third Party Provider; (v) modify, adapt, translate or create derivative works based upon any Proprietary Item, or combine or merge any Proprietary Item or part thereof with or into any other product or service not provided for in this Agreement and not authorized in writing by BNYM; (vi) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any Proprietary Item, or fail to preserve all copyright and other proprietary notices in any copy of any Proprietary Item made by Company; (vii) sell, transfer, assign or otherwise convey in any manner any ownership interest or Intellectual Property Right of BNYM, or market, license, sublicense, distribute or otherwise grant, or subcontract or delegate to any other person, including outsourcers, vendors, consultants, joint venturers and partners, any right to access or use any Proprietary Item, whether on Company’s behalf or otherwise; (viii) subcontract for or delegate the performance of any act or function involved in accessing or using any Proprietary Item, whether on Company’s behalf or otherwise; (ix) reverse engineer, re-engineer, decrypt, disassemble, decompile, decipher, reconstruct, re-orient or modify the circuit design, algorithms, logic, source code, object code or program code or any other properties, attributes, features or constituent parts of any Proprietary Item; (x) take any action that would challenge, contest, impair or otherwise adversely effect an ownership interest or Intellectual Property Right of BNYM; (xi) use any Proprietary Item to provide remote processing, network processing, network communications, a service bureau or time sharing operation, or services similar to any of the foregoing to any person or entity, whether on a fee basis or otherwise; (xii) allow Harmful Code into any Proprietary Item, as applicable, or into any interface or other software or program provided by it to BNYM, through Company’s systems or personnel or Company’s use of the Licensed Services or Company’s activities in connection with this Agreement. (b) Company shall, promptly after becoming aware of such, notify BNYM of any facts, circumstances or events regarding its or a Permitted User’s use of the Licensed System that are reasonably likely to constitute or result in a breach of this Section 2.12, and take all reasonable steps requested by BNYM to prevent, control, remediate or remedy any such facts, circumstances or events or any future occurrence of such facts, circumstances or events.

  • Selling Restrictions (i) Except as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day next following the expiration or termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its Affiliates nor any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (x) engage in any Short Sales involving the Company’s securities or (y) grant any option to purchase, or acquire any right to dispose of or otherwise dispose for value of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for any shares of Common Stock, or enter into any swap, hedge or other similar agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Securities; or (2) selling a number of shares of Common Stock equal to the number of Shares that such Restricted Person is or may be obligated to purchase under a pending Fixed Purchase Notice, a pending VWAP Purchase Notice or a pending Additional VWAP Purchase Notice but has not yet taken possession of so long as such Restricted Person (or the Broker-Dealer, as applicable) delivers the Shares purchased pursuant to such Fixed Purchase Notice, such VWAP Purchase Notice or such Additional VWAP Purchase Notice (as applicable) to the purchaser thereof or the applicable Broker-Dealer upon such Restricted Person’s receipt of such shares of Common Stock from the Company pursuant to this Agreement. (ii) In addition to the foregoing, in connection with any sale of Securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

  • Deed Restrictions The Recipient shall record the Deed Restrictions together with the deed. The Recipient agrees that the Deed Restrictions shall be perpetual and shall not be amended, released, extinguished or otherwise modified without the prior written approval of the Director, at the Director's sole and absolute discretion, who shall have full enforcement authority with respect to the Deed Restrictions. If any amendment, release, extinguishment or other modification of the Deed Restrictions should occur without the prior written approval of the Director, the Recipient or its successors and assigns as owner of the Land or interest therein, shall pay to the OPWC upon demand from the Director the following: 1) all grant funds disbursed under this Agreement; and 2) liquidated damages equal to one hundred percent (100%) of the Funds disbursed by the OPWC for the Project together with interest accruing at a rate equal to six percent (6%) per annum from the date of Recipient's receipt of the grant.

  • Trading Restrictions The Company may establish periods from time to time during which Participant’s ability to engage in transactions involving the Company’s Common Stock is subject to specific restrictions (“Restricted Periods”). Participant may be subject to restrictions giving rise to a Restricted Period for any reason that the Company determines appropriate, including, restrictions generally applicable to employees or groups of employees or restrictions applicable to Participant during an investigation of allegations of misconduct or conduct detrimental to the Company or any Affiliate by Participant.

  • License Restrictions Licensor reserves all rights not expressly granted to You. The Software is licensed for Your internal use only. Except as this Agreement expressly allows, You may not (1) copy (except for back-up purposes), modify, alter, create derivative works, reverse engineer, decompile, or disassemble the Software except and only to the extent expressly permitted by applicable law; (2) transfer, assign, pledge, rent, timeshare, host or lease the Software, or sublicense any of Your license grants or rights under this Agreement; in whole or in part, without prior written permission of Licensor; (3) remove any patent, trademark, copyright, trade secret or other proprietary notices or labels on the Software or its documentation; or (4) disclose the results of any performance, functional or other evaluation or benchmarking of the Software to any third party without the prior written permission of Licensor. Hosting Restrictions. In the event that You desire to have a third party manage, host (either remotely or virtually) or use the Software on Your behalf, You shall (1) first enter into a valid and binding agreement with such third party that contains terms and conditions to protect Licensor’s rights in the Software that are no less prohibitive and/or restrictive than those contained in this Agreement, including, without limitation, the Verification section below; (2) prohibit use by such third party except for the sole benefit of You; and (3) be solely responsible to Licensor for any and all breaches of the above terms and conditions by such third party.