Conditions to Replacement Sample Clauses

Conditions to Replacement. The Replacement Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Bond in respect of which the certificate number is known, that the Bond has not previously been redeemed or paid or exchanged, The Replacement Agent shall not issue a replacement Bond unless and until the applicant therefor has: (a) paid such expenses and costs as may be incurred by the Issuer or the Replacement Agent in connection with the replacement; (b) furnished it with such evidence and indemnity as the Issuer or the Replacement Agent may reasonably require; and (c) in the case of a mutilated or defaced Bond, surrendered it to the Replacement Agent.
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Conditions to Replacement. The Registrar will verify with the relevant Transfer Agent, in the case of an alleged lost, stolen, mutilated, defaced or destroyed Certificate in respect of which the identifying number is known, that the Bond in respect of which such Certificate is issued has not redeemed or purchased and cancelled (as contemplated in Clause 8.2) and the Registrar shall not deliver or cause to be delivered any replacement Certificate unless and until the applicant therefor shall have: 9.2.1 paid such fees, costs, taxes and/or duties as may be incurred in connection therewith and provided the Registrar with evidence satisfactory to the Registrar of payment of the same; 9.2.2 furnished the Registrar (directly or, if applicable, through the relevant Transfer Agent) with such evidence (including evidence as to the identifying number of the Certificate in question if known), security and indemnity and otherwise as the Registrar may require; and 9.2.3 surrendered to the Registrar (directly or, if applicable, through the relevant Transfer Agent) any mutilated or defaced Certificate to be replaced.
Sample 1
Conditions to Replacement. The Replacement Agent shall verify, in the case of an allegedly lost, stolen, mutilated, defaced or destroyed Bond in respect of which the certificate number is known or believed to be known, that such Xxxx has not previously been redeemed, purchased, paid or, as the case may be, converted. The Replacement Agent shall not issue a replacement Bond unless and until the applicant therefor has: 12.3.1 paid such fees, expenses and costs as may be incurred by the Issuer or Principal Paying, Transfer and Conversion Agent in connection with the replacement; 12.3.2 furnished it with such evidence and indemnity as the Issuer may reasonably require; and 12.3.3 in the case of any mutilated or defaced Xxxx, surrendered it to the Replacement Agent.
Sample 1
Conditions to Replacement. The Replacement Agent shall verify, in the case of an allegedly lost, stolen or destroyed Note Certificate in respect of which the certificate number is known or believed to be known, that such Note Certificate has not previously been redeemed, purchased, paid or, as the case may be, exchanged. The Replacement Agent shall not issue a replacement Note Certificate unless and until the applicant therefor has: 10.3.1 paid such fees, expenses and costs as may be incurred by the Issuer or Fiscal Agent in connection with the replacement; 10.3.2 furnished it with such evidence and indemnity as the Issuer may require; and 10.3.3 surrendered to it any mutilated or defaced Note Certificate, if applicable.
Sample 1
Conditions to Replacement. The Principal Paying, Transfer and Exchange Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Xxxx in respect of which the serial number is known, that the Bond has not previously been redeemed or unwound, paid, cancelled or exchanged. The Principal Paying, Transfer and Exchange Agent shall not issue a replacement Bond unless and until the relevant applicant has: (a) paid such expenses and costs as may be incurred by the Issuer or the Principal Paying, Transfer and Exchange Agent in connection with the replacement; (b) furnished it with such evidence and indemnity as the Issuer, the Registrar and/or the Principal Paying, Transfer and Exchange Agent may reasonably require; and (c) in the case of a mutilated or defaced Xxxx, surrendered it to the Principal Paying, Transfer and Exchange Agent.
Sample 1
Conditions to Replacement. The Principal Agent or Registrar (as the case may be) shall verify, in the case of an allegedly lost, stolen or destroyed Certificate in respect of which the serial number is known, that such Certificate has not previously been redeemed, purchased, paid or, as the case may be, exchanged. Neither the Principal Agent nor the Registrar shall issue a replacement Certificate unless and until the applicant therefore has: 9.3.1 paid such fees, expenses and costs as may be incurred by the Issuer, Guarantor or Principal Agent or Registrar (as the case may be) in connection with the replacement; 9.3.2 furnished it with such evidence and indemnity as the Issuer or the Guarantor may require; and 9.3.3 surrendered to it any mutilated or defaced Notes.
Sample 1
Conditions to Replacement. The Replacement Agent shall verify, in the case of an allegedly lost, stolen or destroyed definitive registered Bond in respect of which the certificate number is known or believed to be known, that such definitive registered Bond has not previously been redeemed, purchased, paid or, as the case may be, converted. The Replacement Agent shall not issue a replacement definitive registered Bond unless and until the applicant therefor has: 10.3.1 paid such fees, expenses and costs as may be incurred by the Issuer or Fiscal Agent in connection with the replacement; 10.3.2 furnished it with such evidence and indemnity as the Issuer, the Registrar and/or the Replacement Agent may require; and 10.3.3 surrendered to it any mutilated or defaced definitive registered Bond.
Sample 1
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Conditions to Replacement. The Replacement Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Xxxx in respect of which the certificate number is known, that the Bond has not previously been redeemed or paid or exchanged, The Replacement Agent shall not issue a replacement Bond unless and until the applicant therefor has: (a) paid such expenses and costs as may be incurred by the Issuer or the Replacement Agent in connection with the replacement; (b) furnished it with such evidence and indemnity as the Issuer or the Replacement Agent may reasonably require; and
Sample 1

Related to Conditions to Replacement

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33

  • Conditions to the Distribution (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to Obligation of the Buyer The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

  • CONDITIONS TO LOANS The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.

  • Specific Conditions If applicable, specific conditions required after a risk assessment will be included in Exhibit G. Grantee shall adhere to the specific conditions listed therein.

  • CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Lender, and the successors and assigns of Lender, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Borrower shall well and truly pay to Lender the Debt at the time and in the manner provided in the Note and this Security Instrument, shall well and truly perform the Other Obligations as set forth in this Security Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note, these presents and the estate hereby granted shall cease, terminate and be void.

  • Conditions to Funding The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date. (f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.

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