Acknowledgement of Waiver, etc Sample Clauses

Acknowledgement of Waiver, etc. The Company and the Trustee hereby acknowledge that, in connection with the Consent Solicitation Statement of the Company dated February 14, 1997, as supplemented by a letter from the Company dated February 25, 1997, relating to this Fourth Supplemental Indenture (the "February 1997 Consent Solicitation Statement"), the holders of a majority in principal amount of outstanding Securities have waived compliance with (a) any Default or Event of Default under Section 4.04 or 4.25 of the Indenture (as in effect prior to giving effect to this Fourth Supplemental Indenture), (b) the Consent Period requirement of Section 9.02 of the Indenture and (c) any restrictions contained in the Indenture on exchanging the existing global Securities for new global Securities reflecting the Proposed Modifications (including, to the extent applicable, the Principal Increase) (as each such term is defined in the February 1997 Consent Solicitation Statement). The Company hereby advises the Trustee that the aggregate stated face amount of Consenting Notes (as defined in the February 1997 Consent Solicitation Statement) is equal to $45,500,000. Accordingly, as provided in the February 1997 Consent Solicitation Statement, as of the date hereof, (i) the aggregate stated face amount of the Principal Increase shall equal $455,000 and (ii) after giving effect to the Principal Increase, (A) the aggregate stated face amount of the Securities shall equal $50,455,000 and (B) the aggregate outstanding amount of the Securities shall equal $42,193,498. The Company hereby instructs the Trustee to take such actions as may be necessary to effectuate the transactions described in clause (c) of the first sentence of this Section 2.11.
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Acknowledgement of Waiver, etc. The Company and the Trustee hereby acknowledge that, in connection with the Consent Solicitation Statement, the holders of a majority in principal amount of outstanding Securities have waived compliance with (a) the requirements of Sections 4.04 and 4.08 of the Indenture (as in effect prior to giving effect to this Second Supplemental Indenture), (b) the Consent Period requirement of Section 9.02 of the Indenture and (c) any restrictions contained in the Indenture on dividing the existing Global Security into two separate Global Securities, with one such Global Security evidencing the 13% Securities (i.e., the portion of the Securities as to which consents have been obtained pursuant to the Consent Solicitation Statement) and the other such Global Security evidencing the 12% Securities (i.e., the portion of the Securities as to which consents have not been obtained pursuant to the Consent Solicitation Statement). The Company also hereby instructs the Trustee to distribute to the Consenting Holders the Consent Payments (as each such term is defined in the Consent Solicitation Statement) in the amounts, and at the times, specified in the Consent Solicitation Statement.
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Acknowledgement of Waiver, etc. The Company and the Trustee hereby acknowledge that, in connection with the Consent Solicitation Statement, the holders of a majority in principal amount of outstanding Securities have waived compliance with (a) the requirements of Sections 4.04 and 4.08 of the Indenture (as in effect prior to giving effect to this First Supplemental Indenture) and (b) the Consent Period requirement of Section 9.02 of the Indenture. The Company also hereby instructs the Trustee to distribute to the Consenting Holders the Consent Payments (as each such term is defined in the Consent Solicitation Statement) in the amounts, and at the times, specified in the Consent Solicitation Statement.
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Related to Acknowledgement of Waiver, etc

  • Acknowledgement of Waiver of Claims Under ADEA Employee acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Employee and the Company agree that this waiver and release does not apply to any rights or claims that may arise under ADEA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he has been advised by this writing that:

  • Acknowledgement of Rights The Company acknowledges that, with respect to any Securities held by Firstar Capital Trust or a trustee of such trust, if the Property Trustee of such Trust fails to enforce its rights under this Indenture as the holder of the Securities held 71 81 as the assets of Firstar Capital Trust any holder of Capital Securities may institute legal proceedings directly against the Company to enforce such Property Trustee's rights under this Indenture without first instituting any legal proceedings against such Property Trustee or any other person or entity. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of or premium, if any, or interest on the Securities when due, the Company acknowledges that a holder of Capital Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or premium, if any, or interest on the Securities having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder on or after the respective due date specified in the Securities.

  • Acknowledgement of Dilution The number of shares of Common Stock constituting Common Shares or Warrant Shares may increase substantially in certain circumstances, including the circumstance where the trading price of the Common Stock declines. The Company acknowledges that its obligation to issue Common Shares upon conversion of Debentures and Warrant Shares upon exercise of the Warrants is absolute and unconditional, regardless of the dilution that such issuance may have on other shareholders of the Company.

  • Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

  • ACKNOWLEDGEMENT OF TERMS The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.

  • Acknowledgement and Reaffirmation By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment and to the amendments to the Credit Agreement set forth herein, (b) acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

  • Acknowledgements of Parties The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.

  • Acknowledgement and Confirmation Each party to this Amendment hereby confirms and agrees that, after giving effect to this Amendment and the amendments contemplated hereby, and except as expressly modified hereby, the Credit Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect.

  • Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2024-1 SUBI Certificate and the 2024-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.

  • Acknowledgement of Risk (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities; (iii) the Purchaser may not be able to liquidate its investment; (iv) transferability of the Securities is extremely limited; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;

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