Certain Securities Sample Clauses

Certain Securities. Subject to the provisions of Section 6.1 as applicable, following the applicable Distribution Date, each of Healthcare and Electronics agree that, upon exercise of any option, warrant or similar security to purchase Tyco Common Stock or the conversion of any note or other security of Tyco convertible into Tyco Common Stock, in each case that Tyco has issued to third persons prior to the Effective Time, each applicable Party shall, upon request by Tyco, promptly (and in any event within any time periods required by the terms of any such option, warrant, note or similar security) issue to Tyco, as agent for the holder thereof, such number of shares of such Party’s common stock that Tyco would otherwise be required to deliver to such holder pursuant to the terms of any such security and Tyco shall promptly deliver such shares to such holder. It is further agreed that with respect to such options, warrants, notes or similar securities, each of Healthcare and Electronics shall keep reserved for issuance a sufficient number of shares of its Common Stock to satisfy any future exercises of such options or warrants or conversion of such notes or other securities. In connection with the foregoing, Tyco will promptly following receipt of notice that a holder desires to exercise any such options, warrants or similar security or convert such note or other security, in each case of the type described in this Section 5.4 notify, in writing, the other relevant Parties so that they may comply with the terms of this Section 5.4; provided, that none of Healthcare or Electronics shall have any additional Liability beyond the obligation to deliver shares as set forth in this Section 5.4 for failing to deliver such shares of its Common Stock in the time period described in the foregoing sentence if such failure and delay was the result of untimely notification by Tyco. Each of Healthcare and/or Electronics, as the case may be, hereby Assumes the obligations set forth in this Section 5.4.

Certain Securities. Each of the Parties acknowledges that Cendant has issued warrants or similar securities to purchase Cendant Common Stock to third persons prior to the Effective Time that may entitle the holder thereof, upon exercise of any such security, to receive a share of Cendant Common Stock and, among other things, shares of Common Stock of Realogy, Wyndham and/or Travelport, as the case may be, following their distribution by Cendant. Following the applicable Distribution Date, each of Realogy, Wyndham and Travelport agree that, upon exercise of any such warrant or similar security, each applicable Party shall, upon request by Cendant, promptly (and in any event within any time periods required by the terms of any such warrant or similar security) issue to Cendant, as agent for the holder thereof, such number of shares of such Party’s common stock that Cendant would otherwise be required to deliver to such holder pursuant to the terms of any such security and Cendant shall promptly deliver such shares to such holder. It is further agreed that with respect to such warrants, each of Realogy, Wyndham and Travelport shall keep reserved for issuance a sufficient number of shares of its Common Stock to satisfy any future exercises of such warrants. In connection with the foregoing, Cendant will promptly following receipt of notice that a holder desires to exercise any such warrants or similar security of the type described in the first sentence of this Section 5.4 notify, in writing, the other relevant Parties so that they may comply with the terms of this Section 5.4; provided, that none of Realogy, Wyndham or Travelport shall have any additional Liability under this Section 5.4 for failing to deliver such shares of its Common Stock in the time period described in the foregoing sentence if such failure and delay was the result of untimely notification by Cendant. Each of Realogy, Wyndham and/or Travelport, as the case may be, hereby Assumes the obligations set forth in this Section 5.4.

Certain Securities. 2.01 Commitments and Applicable Percentages

Certain Securities. All stock, partnership interests, joint venture interests and other interests in any entity (other than Seller) which owns or leases any broadcast tower, antenna, transmitter site or other Elcom Asset used in the operation of the Station including, but not limited to, those listed in Schedule 2.1(j);

Certain Securities. The Holder does not hold, directly, indirectly or otherwise, (a) any warrants to purchase stock or any other convertible securities or (b) any securities that have purchase price or exercise price reset features (including any applicable reset based on the trading prices of our Common Stock or upon a specified or contingent event in the future), other than the warrants to purchase shares of Common Stock issued on each of March 18, 2024 (the “March Warrants”), April 22, 2024 (the “April Warrants”), and May 16, 2024 (the “May Warrants”), as applicable to the Holder. The Holder is not a party to any arrangement, formal or informal, or any agreement with the Company through which the Holder may or are entitled to receive any securities at a future determined price. For the avoidance of doubt, following the entrance of this Agreement, the Holder no longer will have the Prior Warrants and the only warrants to purchase stock of the Company that the Holder will have are, as applicable, the March Warrants, the April Warrants and the May Warrants indicated on the signature pages hereto.

Certain Securities. Holder does not hold, directly, indirectly or otherwise, (a) any warrants or any other convertible securities, other than the Warrant, or (b) any securities that have purchase price or exercise price reset features (including any applicable reset based on the trading prices of our Common Stock or upon a specified or contingent event in the future). Holder is not a party to any arrangement, formal or informal, or any agreement with the Company through which Holder may or is entitled to receive any securities at a future determined price. For the avoidance of doubt, following the entrance of this Agreement, the Holder no longer will have the Prior Warrant and the only warrants of the Company that the Holder will have are the Warrant and the Pre-Funded Warrant to be issued in accordance with the terms and conditions of this Agreement.

Certain Securities. No stockholder of Borrower has or will have any preemptive rights to subscribe for any additional equity securities of Borrower, except pursuant to the Rights Plan.

Certain Securities. Any Security which is held under a representation that it has been acquired for investment and not with a view to the distribution thereof, or which is subject to any other restriction affecting marketability (such as a restriction commonly referred to as an "underwriting lockup" or a restriction on marketability arising out of the volume limitations imposed by Rule 144) when held or distributed, shall be valued at such discount from the value determined under Section 12.1(a) as the General Partner deems necessary to reflect properly the restricted marketability of such Security; provided, however, that the following Securities that are not subject to a restriction commonly referred to as an "underwriting lockup" may be valued without such discount: (a) Securities which would be immediately saleable by the Partnership pursuant to Rule 144 under the Securities Act (such Rule or any successor rule thereto being hereinafter called "Rule 144") without any volume limitation applicable thereto; (b) Securities which would, upon a distribution of such Securities to a Partner pursuant to this Agreement, be immediately saleable by such Partner pursuant to Rule 144 (assuming for all determinations under this clause (b) that such Partner is not an "affiliate"(as defined in Rule 144) of the issuer of such Securities, and that such Partner does not own and has not sold any Securities of the same class of securities of such issuer)

Certain Securities. If the Debtor shall at any time hold or acquire any certificated securities (other than the SGB note), the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify.