Actions By Motorola Sample Clauses

Actions By Motorola. (a) Motorola shall duly execute and deliver to MPI a counterpart copy of the Registration Agreement. (b) Motorola shall deliver to MPI the originals of all of the Stock Certificates, and upon such delivery to MPI, Motorola hereby agrees that all security interests and other interests of any kind that Motorola may have had in the Stock Certificates or any of the securities represented thereby, or any of the assets of MPI or CTM, shall be deemed to have been automatically and irrevocably terminated as of the Conversion Date. Without limiting the generality of the foregoing, Motorola hereby agrees that as of the Conversion Date, all security interests of any kind that may have been created in favor of Motorola by virtue of any provision of the Guarantee, including without limitation, Section 6 of the Guarantee, shall be deemed to have been automatically and irrevocably terminated. (c) Motorola shall deliver to MPI the originals of all Assignments Separate from Certificate that may be in Motorola's possession or subject to Motorola's control, that relate to any of the Stock Certificates, and upon such delivery to MPI, Motorola hereby agrees that all interests of any kind that Motorola may have had by virtue of such documents shall be deemed to have been automatically and irrevocably terminated as of the Conversion Date. (d) Motorola shall deliver to MPI the originals of all of the Irrevocable Proxies, and upon such delivery to MPI, Motorola hereby agrees that all rights Motorola may have had under any of the Irrevocable Proxies or any of the securities covered thereby, shall be deemed to have been automatically and irrevocably terminated as of the Conversion Date. (e) Motorola shall prepare, execute and deliver to MPI appropriate UCC termination statements, in form and substance sufficient in the reasonable opinion of MPI's legal counsel, to cause any UCC filings Motorola may have made with respect to the Stock Certificates or any of the assets of MPI or CTM, to be completely and irrevocably terminated on the records of any state in which any such UCC filings may have been made by Motorola.
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Related to Actions By Motorola

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.

  • TRANSACTIONS BY STATE STREET The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.

  • Actions by Owner Trustee SECTION 4.1. Prior Notice to Certificateholders with Respect to Certain Matters......................12 SECTION 4.2. Action by Certificateholders with Respect to Certain Matters............................13 SECTION 4.3. Action by Certificateholders with Respect to Bankruptcy.................................13 SECTION 4.4. Restrictions on Certificateholders' Power...............................................13 SECTION 4.5. Majority Control........................................................................13 ARTICLE V

  • Actions by the Board Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote or decide upon any such matter.

  • Assignments by Xxxxxxx Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

  • Communications by Holders with Other Holders Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

  • Actions by Successor Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation that shall at the time be the lawful successor of the Company.

  • Your Legal Power to Sign and Invest You have the legal power to sign this Investment Agreement and purchase the Note.

  • Decisions by Members Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members.

  • Actions by Custodian Upon receipt of Proper Instructions, the Custodian shall execute and deliver to each applicable Fund or to such other parties as such Fund(s) may designate in such Proper Instructions, all such documents, instruments or agreements as may be reasonable and necessary or desirable in order to effectuate any of the transactions contemplated hereby.

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