Assignment of Debenture Sample Clauses

Assignment of Debenture. Upon an assignment of this Debenture in whole or in part, the Company shall, in addition to all sums otherwise payable hereunder, pay to the Holder an additional payment in cash (a “Disposition Gross-Up Payment”) which shall be sufficient to cover any taxes (including any interest or penalties) under the ITA (“Disposition Taxes”) in respect of such assignment and in respect of amounts payable under this Section 2(b)(ii). The Company shall timely remit any such Disposition Taxes to the Receiver General of Canada on account of Holder and shall provide evidence of such payment to Holder within ten (10) days of making such payment.
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Assignment of Debenture. The present Debenture is assignable in accordance with and under the circumstances permitted by the Shareholders Agreement between, inter alia, the Corporation, the debenture holder and the other shareholders of the Corporation.
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Assignment of Debenture. Holder may assign, transfer, sell or otherwise dispose of its right, title or interest in this Debenture to any other person, without the prior written consent of the Company, in Holder’s sole discretion. Company shall not assign its rights or obligations under this Debenture to any person or entity, except with the prior written consent of the Holder, and any assignment in contravention of the foregoing shall be null and void, and of no effect.
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Assignment of Debenture. This Debenture may not be assigned by Maker without the Holder’s written consent.
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Assignment of Debenture. The undersigned hereby sell(s) and assign(s) and transfer(s) unto -------------------------------------------------------------------------------- (name, address and SSN or EIN of assignee) Dollars ($ ) -------------------------------------------------------------------------------- (principal amount of Debenture, $10,000 or integral multiples of $10,000) of principal amount of this Debenture together with all accrued and unpaid interest hereon. Date:_____________________ Signed:______________________________________________ (Signature must conform in all respects to name of Xxxxxx shown of face of Xxxxxxxxx)
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Assignment of Debenture. The undersigned hereby sell(s) and assign(s) and transfer(s) unto ------------------------------------------------------------------------------- (name, address and SSN or EIN of assignee) ------------------------------------------------------------------------------- (principal amount of Debenture, $1,000 or integral multiples of $1,000) of principal amount of the Debenture. Date:---------------------------- Sign: ------------------------------------- (Signature must conform in all respects to name of Holder shown on face of Debenture) -12- FORM OF REPRESENTATION LETTER ----------------------------- [NAME/ADDRESS OF HOLDER] ___________, 199_ VIA FAX: (000) 000-0000 Sterling Vision, Inc. 0000 Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxx, Xxx Xxxx 00000 Attn.: General Counsel Re: Convertible Debentures and Warrants Subscription Agreement Gentlemen:
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Assignment of Debenture. This Debenture is not a negotiable instrument. This Debenture may not be sold, assigned or transferred to any person except with the prior written consent of the Company.
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Assignment of Debenture. The undersigned hereby sell(s) and assign(s) and transfer(s) unto ------------------------------------------------------------------------------- (name, address and SSN or EIN of assignee) ------------------------------------------------------------------------------- (principal amount of Debenture, $1,000 or integral multiples of $1,000) of principal amount of the Debenture. Date: Sign: ------------------ ------------------------------------------------ (Signature must conform in all respects to name of Holder shown on face of Debenture) THIS WARRANT AND ANY SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR UNDER ANY STATE SECURITIES LAW AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED, OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED, OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF IS RESTRICTED AS DESCRIBED HEREIN. STERLING VISION, INC. Warrant for the purchase of shares of Common Stock, $.01 par value per share No.___
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Assignment of Debenture. This Debenture may not be assigned by Maker, except to a corporation into which Maker merges. The Debenture may be assigned by Hxxxxx with the express written consent of the Maker.
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Related to Assignment of Debenture

  • Execution of Debentures The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

  • Payment of Debentures (a) The Company shall pay the principal of and premium, if any, and interest (including interest accruing during an Extension Period and/or on or after the filing of a petition in bankruptcy or reorganization relating to the Company, whether or not a claim for post-filing interest is allowed in such proceeding) on the Debentures on or prior to the dates and in the manner provided in such Debentures or pursuant to this Junior Indenture. An installment of principal, premium, if any, or interest shall be considered paid on the applicable due date if on such date the Trustee or the Paying Agent holds, in accordance with this Junior Indenture, money sufficient to pay all of such installment then due. With respect to any Debenture, the Company shall pay interest on overdue principal and interest on overdue installments of interest (including interest accruing during an Extension Period and/or on or after the filing of a petition in bankruptcy or reorganization relating to the Company, whether or not a claim for post-filing interest is allowed in such proceeding), to the extent lawful, at the rate per annum borne by such Debenture, compounded quarterly. Interest on overdue interest shall accrue from the date such amounts become overdue.

  • Subordination of Debentures 51 Section 16.1 Agreement to Subordinate.............................................................51 Section 16.2 Default on Senior Debt, Subordinated Debt or Additional Senior Obligations...........51 Section 16.3

  • Form of Debenture The Debenture and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the forms contained as Exhibit A to this Indenture, attached hereto and incorporated herein by reference.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Form of Debentures Except in respect of the Initial Debentures, the form of which is provided for herein, the Debentures of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as shall be established herein or by or pursuant to one or more resolutions of the Board of Directors (or to the extent established pursuant to, rather than set forth in, a resolution of the Board of Directors, in an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage, all as may be determined by the directors or officers of the Corporation executing such Debentures on behalf of the Corporation, as conclusively evidenced by their execution of such Debentures.

  • Promissory Note The Promissory Note is enclosed. The Chief Financial Officer is required to sign it and return it to the OPWC Loan Officer, Xxxxx XxXxxx. It is preferable that you scan and email it to her at Xxxxx.XxXxxx@xxx.xxxxx.xx.xx but may also mail it to the address on our letterhead. Only use one method.

  • Assignment Agreement The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans.

  • REDEMPTION OF DEBENTURES Section 3.1. Redemption......................................................................... 16 Section 3.2. Special Event Redemption........................................................... 16 Section 3.3. Optional Redemption by the Company................................................. 17 Section 3.4.

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement:

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