Article 8 Securities Sample Clauses

The 'Article 8 Securities' clause defines the treatment and handling of securities that are governed by Article 8 of the Uniform Commercial Code (UCC), which covers investment securities such as stocks and bonds. This clause typically specifies how ownership interests in these securities are recorded, transferred, and perfected, often referencing the use of securities accounts or intermediaries. Its core practical function is to ensure legal clarity and certainty regarding the rights and obligations of parties dealing with investment securities, thereby reducing the risk of disputes over ownership or transfer.
Article 8 Securities. Notwithstanding any other provision contained in this Agreement or any other Note Document, from and after the date of this Agreement until the earlier of (a) the termination of this Agreement and (b) the Security Release Date, the Constituent Companies will not, and will not permit any Subsidiary to, (1) take any action of any nature whatsoever for any of the Equity Interests in any Equity Issuer to be treated as “securities” within the meaning of, or governed by, Article 8 of the UCC; (2) take any action of any nature whatsoever to enter into, acknowledge or agree to a securities control agreement with respect to the Equity Interests of any Equity Issuer; or (3) consent to or permit the filing of financing statements with respect to Equity Interests in any Equity Issuer except for financing statements filed pursuant to the Pledge Agreement.
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Article 8 Securities. Notwithstanding any other provision contained in this Agreement or any other Loan Document, the Parent and the Borrower hereby covenant and agree with the Administrative Agent and the Lenders that from and after the date of this Agreement until the earlier of (a) the date this Agreement shall terminate in accordance with Section 13.10. or (b) the Security Release Date: (i) it will take no action (nor permit any Subsidiary to take any action) of any nature whatsoever for any of the Equity Interests in any Issuer to be treated as “securities” within the meaning of, or governed by, Article 8 of the UCC; (ii) it will take no action (nor permit any Subsidiary to take any action) of any nature whatsoever to enter into, acknowledge or agree to a securities control agreement with respect to the Equity Interests of Issuer; and (iii) it will not (nor permit any Subsidiary to) consent to or permit the filing of financing statements with respect to Equity Interests in any Issuer except for financing statements filed pursuant to the Pledge Agreement.
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Article 8 Securities. Notwithstanding any other provision contained in this Agreement or any other Loan Document, each Borrower hereby covenants and agrees with the Agent and the Lenders that from and after the date of this Agreement until the earlier of (a) the date this Agreement shall terminate in accordance with Section 12.10. or (b) the Release Date: (i) it will take no action (nor permit any Subsidiary to take any action) of any nature whatsoever for any of the Equity Interests in any Property Subsidiary or any other LRT Entity to be treated as “securities” within the meaning of, or governed by, Article 8 of the UCC; (ii) it will take no action (nor permit any Subsidiary to take any action) of any nature whatsoever to enter into, acknowledge or agree to a control agreement with respect to the Equity Interests of any Property Subsidiary or any other LRT Entity; and (iii) it will not (nor permit any Subsidiary to) consent to or permit the filing of financing statements with respect to Equity Interests in any Property Subsidiary or any other LRT Entity except for financing statements filed by the Agent pursuant to the Pledge Agreement and the Term Agent pursuant to the Pledge Agreement (as defined in the Term Loan Agreement).
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Article 8 Securities. Notwithstanding any other provision contained in this Agreement, each Borrower hereby covenants and agrees with the Agent and the Lenders that from and after the date of this Credit Agreement until this Credit Agreement shall be terminated: (i) it will take no action (nor permit any Subsidiary to take any action) of any nature whatsoever for any of the equity interests in any LRT Entity to be treated as “securities” within the meaning of, or governed by, Article 8 of the UCC; (ii) it will take no action (nor permit any Subsidiary to take any action) of any nature whatsoever to enter into, acknowledge or agree to a control agreement with respect to the equity interests in any LRT Entity; and (iii) it will not consent to or permit the filing of financing statements with respect to equity interests in any LRT Entity except for financing statements filed by the Lenders with respect to the Revolving Facility.
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Article 8 Securities. Notwithstanding any other provision contained in this Agreement, each Borrower hereby covenants and agrees with the Agent and the Lenders that from and after the date of this Credit Agreement until this Credit Agreement shall be terminated: (i) it will take no action (nor permit any Subsidiary to take any action) of any nature whatsoever for any of the equity interests in any LRT Entity to be treated as “securities” within the meaning of, or governed by, Article 8 of the UCC; (ii) it will take no action (nor permit any Subsidiary to take any action) of any nature whatsoever to issue any “securities” within the meaning of, or governed by, Article 8 of the UCC, whether certificated or uncertificated; (iii) it will take no action (nor permit any Subsidiary to take any action)of any nature whatsoever to issue any equity interests or voting rights to any person other than the Borrowers or the Lenders; (iv) it will take no action (nor permit any Subsidiary to take any action) of any nature whatsoever to enter into, acknowledge or agree to a control agreement with respect to the equity interests in any LRT Entity; and (v) it will not consent to or permit the filing of financing statements with respect to equity interests in any LRT Entity except for financing statements filed by the Lenders with respect to the Facility.
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Related to Article 8 Securities

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Sale of Placement Securities On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Sales Agent’s acceptance of the terms of a Placement Notice or upon receipt by the Sales Agent of an Acceptance, as the case may be, and unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, for the period specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice (as amended by the corresponding Acceptance, if applicable). Each of the Company and the Operating Partnership acknowledges and agrees that (i) there can be no assurance that the Sales Agent will be successful in selling Placement Securities, (ii) the Sales Agent will incur no liability or obligation to the Company or the Operating Partnership or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 6 and (iii) the Sales Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice (as amended by the corresponding Acceptance, if applicable).

  • Additional Rights of Holders of Transfer Restricted Securities In addition to the rights provided to Holders of Notes under the Indenture, Holders of Transfer Restricted Securities shall have all the rights set forth in the Registration Rights Agreement dated as of ________________, among the Issuers, the Guarantors and the Initial Purchasers (the “Registration Rights Agreement”).

  • Issued Securities All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (i) 105,608,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

  • Securities On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.