CONDITIONS OF OBLIGATIONS OF NYFIX Sample Clauses

CONDITIONS OF OBLIGATIONS OF NYFIX. The obligation of NYFIX to execute and deliver a copy of this Agreement to each Seller is subject to the satisfaction of the following conditions on or prior to the Effective Date, any or all of which may be waived in whole or in part by NYFIX: (i) execution and delivery to NYFIX of valid and binding resolutions of the Board of Directors of the Company approving the Term Sheet, approving the transfer of the Purchased Units from the Sellers to NYFIX, approving and ratifying that certain Agreement on Conversion of Secured Promissory Note to Equity, made as of July 1, 2003, and appointing Peter K. Hansen and Mark R. Hahn as officers of the Company and xxxxxxxx xxxx xf thex xxxxxxxxx to open bank accounts on behalf of the Company and to have signing authority on Company bank accounts as of the Effective Date; (ii) execution and delivery to NYFIX by all members of the Company of that certain Second Amendment to Amended & Restated Limited Liability Company Operating Agreement of Renaissance Trading Technologies, LLC, effective September 26, 2003; (iii) delivery to NYFIX of a copy of the executed resignations of Edward Brandman, Kenneth DeGiglio, Keith Jamaitis and Paolo Aloe as dxxxxxxxx xx xxx Cxxxxxx, xxxxxxxve Xxxxxxxxx 06, 2003; (iv) delivery to NYFIX of a copy of the executed resignation of Daniel Ryan as Executive Vice President and Chief Financial Offixxx xx xxx Company and Secretary of the Company, effective September 26, 2003; (v) delivery to NYFIX of a copy of the executed resignation of Kenneth DeGiglio as Executive Vice President and Chief Technology Ofxxxxx xx xxx Xxxxany, effective September 26, 2003; (vi) delivery to NYFIX of a copy of the executed Separation Agreement and General Release between Daniel Ryan and the Company dated as of September 26, 2003; (vix) xxxxxxxx to NYFIX of a copy of the executed Separation Agreement and General Release between Kenneth DeGiglio and the Company dated as of September 26, 2003; (viix) xxxxxxxxx xxd delivery to NYFIX by each Seller of this Agreement; (ix) evidence satisfactory to NYFIX of the execution by each Company employee and consultant of an assignment to the Company of intellectual property rights, satisfactory to NYFIX, and a confidentiality, non-competition and non-solicitation agreement with the Company, satisfactory to NYFIX; (x) execution and delivery to NYFIX by Renaissance employees and consultants, as designated by NYFIX, of employment or consultant agreements with NYFIX satisfactory to NYFIX; a...
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Related to CONDITIONS OF OBLIGATIONS OF NYFIX

  • Conditions of Obligations Your obligations hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company contained in Section 1 hereof, the accuracy of the statements of the Company made pursuant to the provisions hereof, to the performance by the Company of its covenants, agreements and obligations contained in Sections 3 and 5 hereof, and to the following additional conditions:

  • CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS The several obligations of the Underwriters to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions:

  • Conditions of U S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions of Use Under the present Software License, the Licensee shall: • maintain the Software and the relating documentation in good working condition, in order to ensure the correct operation thereof; • use the Software in accordance with such documentation and the User Guide, and ensure that the staff using the Software has received the appropriate training; • use the Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties (subject to said agreement, decompilation may be exceptionally agreed to by the Licensor in order for the Licensee to obtain the necessary information to enable the Software to function in another technical environment); • use the Software for its own internal needs and on its network only, when technically possible, and exclusively on the machine referenced and the site declared; • not alter, reverse engineer, modify or adapt the Software, nor integrate all or part of the Software in any manner whatsoever into another software product; • when the source code is provided to the Licensee, the Licensee shall have the right to study and test the Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Software; AVA - A320 Family PA AMENDED AND RESTATED • not correct the Software, except that such correction right may exceptionally be granted to the Licensee by the Licensor in writing • not translate, disassemble or decompile the Software, nor create a software product derived from the Software; • not attempt to or authorize a third party to discover or re-write the Software source codes in any manner whatsoever; • not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights provided in the Software by the Licensor; • not pledge, sell, distribute, grant, sub-license, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the Software, whether in whole or in part, for the benefit of a third party; • not permit any third party to use the Software in any manner, including but not limited to, any outsourcing, loan, commercialization of the Software or commercialization by merging the Software into another software or adapting the Software, without prior written consent from the Licensor. The Licensor shall be entitled, subject to providing reasonable prior written notice thereof to the Licensee, to come and verify in the Licensee’s facilities whether the conditions specified in the present Software License are respected. This shall not however engage the responsibility of the Licensor in any way whatsoever.

  • Conditions to Obligations of Each Party The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 10.6:

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

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