Binding Effect of this Agreement. By receiving and accepting a Note, each Holder, Financial Intermediary and Beneficial Owner of such Note unconditionally agrees, without any signature or further manifestation of assent, to be bound by the terms and conditions of this Agreement, as supplemented, modified or amended pursuant to its terms. This Agreement shall be binding upon and inure to the benefit of any successor to Xxxxxxx Mac.
Binding Effect of this Agreement. (a) By receiving and accepting a Debt Security, each Holder, financial intermediary and Beneficial Owner of such Debt Security unconditionally agrees, without any signature or further manifestation of assent, to be bound by the terms and conditions of this Agreement, as supplemented, modified or amended pursuant to its terms.
(b) This Agreement shall be binding upon and inure to the benefit of any successor to Xxxxxxx Mac.
Binding Effect of this Agreement. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Binding Effect of this Agreement. By receiving and accepting a Note, each Holder, financial intermediary and Beneficial Owner of such Note unconditionally agrees,
Binding Effect of this Agreement. (i) This Agreement has been duly executed by the Seller and constitutes valid and binding obligations of the Seller, which are enforceable in accordance with its terms.
(ii) The Seller has taken all necessary corporate actions to approve or authorize, the entering into, and the execution and performance of this Agreement.
(iii) The execution and performance of this Agreement and the consummation of the transactions contemplated by this Agreement (a) do not violate any judgment applicable to the Seller or any agreement, obligation, or covenant to which the Seller is subject or a party, and/or (b) do not require the Seller to obtain any consent or approval from any public authority or other third party in connection with this Agreement, other than such approval and consent to which a specific reference is made in this Agreement or any such approval or consent which has been obtained and/or (c) will not, on Closing, conflict with, or result in any violation of the articles of association, by-laws or other corporate governance documents of the Seller.
Binding Effect of this Agreement. This Agreement shall be for the benefit of, and be binding upon, the parties, their heirs, successors, legal representatives and assigns. It constitutes the entire agreement between the parties. No modification of this Agreement shall be binding unless signed by both Buyer and Seller.
Binding Effect of this Agreement. (a) The Investor acknowledges Oxxxxxxxxxx & Co. Inc. is acting as senior placement agent (“Oxxxxxxxxxx) and Rxxx Capital Partners, LLC is acting as co-placement agent (together with Oxxxxxxxxxx, the “Placement Agents”) in connection with the Offering. In the event the Closing shall not have occurred on or prior to July 17, 2007 (the “Termination Date”) this Agreement may be terminated by any non-breaching party and be of no force and effect. Until the Termination Date, no party is entitled to cancel, terminate or revoke this Agreement or any of their respective agreements hereunder. Notwithstanding any such termination, the Company shall remain obligated to reimburse the Investor for the expenses in accordance with Section 6.12 below. Nothing contained in this Section 1.4 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement.
(b) The Investor and its direct and indirect transferees of the Securities (as defined herein) will be entitled to the benefits of the Registration Rights Agreement, in the form of Exhibit C hereto, to be dated as of the Closing Date among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company shall agree, among other things, to file a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 under the Securities Act covering the resale, by the holders thereof, of all the shares of Common Stock purchased from the Selling Stockholder and all the Common Shares (as defined herein) and Warrant Shares (as defined herein).
Binding Effect of this Agreement. This Agreement is binding upon Employee and Employee’s successors, assigns, heirs, executors, administrators and legal representatives.
Binding Effect of this Agreement. This Agreement shall be binding upon Johnston and upon Johnston's heirs, administrators, representatives, xxxxxxxrs, trustexx, xxxxxxsors and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executors, trustees, successors, and assigns. This Agreement shall be binding upon the Company and its administrators, representatives, successors, and assigns.
Binding Effect of this Agreement. The Investor acknowledges and agrees that this Agreement shall be binding upon the Investor upon the submission to the Company of the Investor’s signed counterpart signature page to this Agreement (the “Subscription”); provided that, in the event the Closing Date, as defined in Section 1.4(a) below, shall not have occurred on or prior to August 28, 2006 (such date subject to extension by up to 15 days by the Company by written notice thereof to the Investor) (the “Termination Date”), this Agreement shall be terminated and be of no force and effect. The Company, in its sole discretion, may terminate the Offering at any time prior to the Closing Date without penalty. The execution of this Agreement by the Investor or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company to accept any Subscription, in part or in full, or complete the Offering. The Investor hereby acknowledges and agrees that the Subscription hereunder is irrevocable by the Investor, and that, except as required by law, the Investor is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Investor hereunder and that if the Investor is an individual this Agreement shall survive the death or disability of the Investor and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns.
