Covenants Regarding Dispositions Sample Clauses

Covenants Regarding Dispositions. (a) Except for Exempt Transfers, no member of the Xxxxxx Group or the Xxxxxxx Group shall sell, convey, exchange, pledge, hypothecate, give, donate, distribute, assign or otherwise transfer, whether voluntarily, involuntarily, directly or indirectly, any High Vote Shares of any Company, any Rights to acquire any shares of or any voting or dispositive rights with respect to any High Vote Shares of any Company or any other securities subject to this Agreement or any Call Agreement, whether voluntary or involuntary and whether directly or indirectly (any such action being referred to as a "Disposition"), unless (i) such Disposition is made in accordance with all applicable provisions of this Agreement and any applicable Call Agreement, and (ii) prior to consummation of such Disposition each Person to whom any such Disposition is made shall agree in writing to be bound by the provisions hereof applicable to members of the same Group as the transferor; provided, however, that clause (ii) of this sentence shall not apply to any Disposition that is an "Exempt Transfer" under any provision of this Agreement or the applicable Call Agreement unless such provision expressly requires that the transferee become a party hereto or thereto. Any purported Disposition in violation of this Agreement shall be null and void and of no force or effect, and each party agrees that the issuer of the securities involved in any such Disposition may (and may direct each registrar and transfer agent, if any, for such securities to) refuse to register or record any such purported Disposition on its transfer and registration books and records or to otherwise recognize such purported Disposition. For the sake of certainty, the term "Disposition" includes any distribution or other Disposition of any securities subject to this Section by the Xxx Estate or the Xxxxx Estate to any of the decedent's heirs or any other Person.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Covenants Regarding Dispositions. (a) Except for Exempt Transfers, no member of the Xxxxxx Group or the Xxxxxxx Group shall sell, convey, exchange, pledge, hypothecate, give, donate, distribute, assign or otherwise transfer, whether voluntarily, involuntarily, directly or indirectly, any High Vote Shares of any Company, any Rights to acquire any shares of or any voting or dispositive rights with respect to any High Vote Shares of any Company or any other securities subject to this Agreement or any Call Agreement, whether voluntary or involuntary and whether directly or indirectly (any such action being referred to as a "Disposition"), unless (i) such Disposition is made in accordance with all applicable provisions of this Agreement and any applicable Call Agreement, and (ii) prior to consummation of such Disposition each Person to whom any such Disposition is made shall agree
Sample 1Sample 2

Related to Covenants Regarding Dispositions

  • Certain Covenants, Representations and Warranties of Client In connection with the Co-Managers’ activities hereunder, Client hereby represents, warrants, covenants, and agrees, as applicable, to each Co-Manager:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Certain Representations and Warranties Regarding the Collateral Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

  • Certain Representations Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute the Modification Papers to which it is a party and such Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by Borrower thereof; and (c) no Default has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment. In addition, Borrower represents that after giving effect to the Modification Papers, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, already qualified by reference to materiality shall be true and correct without regard to such additional materiality qualification) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or true and correct without regard to such additional materiality qualification, as applicable) as of such earlier date.

Time is Money Join Law Insider Premium to draft better contracts faster.