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Future Security Sample Clauses

Future Security. Upon the close of Borrower’s anticipated private financing (the “New Private Financing”), which is expected to commence no later than ten (10) business days following the date that the Borrower files a Current Report on Form 8-K disclosing the share exchange transaction between the Borrower, eWellness Corporation (“eWellness”), Axxxxxx X. XxXxxxxx-Xxxxxxx and eWellness’ shareholders, this Note shall automatically convert into the securities (the “New Securities”) to be issued in New Private Financing upon the same terms as new investors in the New Private Financing.
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Future Security. (i) At such time as the Sonopress Indebtedness (as defined in the Notes) has been repaid in full or is otherwise terminated, cancelled or forgiven (the “Sonopress Termination”), the Company shall use its best efforts to promptly (and shall promptly cause its Subsidiaries to) secure the Company’s liabilities and obligations under the Notes by granting to the Buyers a second priority perfected security interest in all of the assets and properties of the Company (and its Subsidiaries), including (without limitation) the capital stock and assets and properties of each of the Company’s Subsidiaries, junior solely to the lien securing the Permitted Senior Indebtedness (collectively, the “Second Priority Interests”), which Second Priority Interests shall be evidenced by documentation reasonably satisfactory to the Buyers. (ii) The Company shall not amend, modify or refinance any of its Permitted Senior Indebtedness (as defined in the Notes) unless, prior to or contemporaneously therewith, the Company shall have secured its liabilities and obligations under the Notes by (A) in the event that the Sonopress Termination shall have occurred, granting (and causing its Subsidiaries to grant) the Second Priority Interests to the Buyers, or (B) in the event that the Sonopress Termination shall not then have occurred, by granting (and by causing its Subsidiaries to grant) to the Buyers a third priority perfected security interest in all of the assets and properties of the Company (and its Subsidiaries), including (without limitation) the capital stock and assets and properties of each of the Company’s Subsidiaries, junior solely to the liens securing the Permitted Senior Indebtedness and the Sonopress Indebtedness (collectively, the “Third Priority Interests”), and shall evidence the security interest contemplated by clauses (A) or (B), as applicable, by documentation reasonably satisfactory to the Buyers. (iii) Notwithstanding anything to the contrary contained in Sections 4(p)(i) and 4(p)(ii) hereof, the Company (and its Subsidiaries) shall use its best efforts to grant (and to cause its Subsidiaries to grant) the Third Priority Interests to the Buyers within 120 days after the date of this Agreement. (iv) Notwithstanding anything to the contrary contained in Sections 4(p)(i), 4(p)(ii) and 4(p)(iii) hereof, (A) the Company (and its Subsidiaries) shall not grant the Second Priority Interests to any Buyer, nor shall any Buyer accept any such grant, unless each Buyer and Xx...
Sample 1
Future Security. At any time and from time to time the Pledgor may deliver to the Lender Pledged Securities, accompanied by a written order of the Pledgor as owner thereof, identifying the Pledged Securities and stating that the same are to form part of the security hereunder. Any Pledged Securities delivered by the Pledgor to the Lender under any provisions of this Pledge Agreement shall become and be subject to the provisions of this Pledge Agreement as fully and completely as though now owned by the Pledgor and delivered at the time of the execution hereof.
Sample 1
Future Security. (a) The Company will not, and will not permit any Subsidiary to, directly or indirectly, create, incur or suffer to exist any lien upon any of its property or assets (including Capital Stock of a Subsidiary of the Company), whether owned on the original issue date of the Notes or acquired after that date, or any interest therein or any income or profits therefrom, which lien is securing any Capital Markets Indebtedness incurred by the Company or any of its Subsidiaries after the original issue date of the Notes (such lien, the “Initial Lien”), unless, on the date on which such Initial Liens are incurred, the obligations of the Company under the Notes and this Indenture (or, if applicable, the relevant Note Guarantee) are secured by the Initial Lien or a lien equally and ratably with the Capital Markets Indebtedness secured by such Initial Lien for so long as such Capital Markets Indebtedness is so secured provided, however, that a lien securing the obligations of the Company under the Notes and this Indenture (and any Notes Guarantee) shall not be required to the extent and for so long as the granting of such lien would reasonably be expected to give rise to or result in: (1) any breach or violation of statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference or thin capitalization rules, retention of title claims, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) a material risk or liability for the officers, directors or (except in the case of a Subsidiary that is a partnership) shareholders of such Subsidiary (or, in the case of a Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any material cost, expense, liability or obligation (including with respect to any taxes) other than (i) the liability or obligation arising pursuant to a grant of the lien and (ii) reasonable and documented out of pocket expenses; provided that the foregoing exclusions shall not apply to the extent the corresponding grant of a lien by such Subsidiary securing such Capital Markets Indebtedness would result in a materially similar breach, violation, risk, liability, cost, expense or obligation (as applicable). In connection with the Company’s obligation hereunder to equally and ratably secure the Notes, at the request of the Company and without the consent of any of the Holders, each of the Holders ...
Sample 1
Future Security. The Company and Xxxxx Agri will execute the Share Pledges relating to the Shares of the Initial Guarantors within 20 Business Days following the Issue Date and on or prior to the twentieth Business Day following the Bols Acquisition, the Company, Xxxxx Agri and Botapol will pledge the Additional Shares on a first ranking basis to secure the Notes pursuant to the terms of the Additional Share Pledges. At the time of execution of the Additional Share Pledges, the Company shall deliver to the Trustee opinions of counsel as to (i) the due authorization, execution and delivery of, and valid, binding and enforceable nature of the Additional Share Pledges, (ii) non-contravention of charter and by-laws, Dutch laws or Polish laws, as applicable, and material agreements, and (iii) valid and perfected security interest, and such other opinions set out in the Indenture.
Sample 1
Future Security. (a) Each Obligor will procure that any Group Member which: (1) has not entered into a Security over all or substantially all of its assets; or (2) owns an asset which (in the opinion of the Lender, acting reasonably) is material and which is not subject to a first priority security interest under a Security, (in either case the “Relevant Assets”) will (unless prohibited by law) after being required to do so by the Lender execute a Security (in form and substance satisfactory to the Lender) over the Relevant Assets as security for all indebtedness under the Finance Documents. (b) When a Security is entered into under 10.2(a), the Borrower will deliver to the Lender: (1) the original Security executed by the relevant Group Member and the Lender; (2) an officer’s certificate in the form of Schedule 3 and a share mortgage in respect of its Subsidiaries, each in each relation to the relevant Group Member; and each satisfactory to the Lender.
Sample 1
Future Security. The Borrower agrees that it will cause any present or future Person that is or becomes a Borrower Subsidiary to provide to the Administrative Agent a guarantee and postponement of claim and the security agreements, mortgages and charges required to be provided by any such Subsidiary as described in Article 7, to be accompanied by supporting resolutions, certificates and opinions in form and substance reasonably satisfactory to the Administrative Agent, and to be provided concurrently with any Person becoming a Borrower Subsidiary or upon the completion of the acquisition of such property, as the case may be.
Sample 1

Related to Future Security

  • Future Services The Consultant acknowledges each of the following with regard to performing future services for the City: • The Consultant’s performance of the services required by this Agreement may create an actual or appearance of a conflict of interest with regard to the Consultant performing or participating in the performance of some related future services, particularly if the services required by this Agreement comprise one element or aspect of a multi-phase process or project; • Such an actual or appearance of a conflict of interest would be a ground for the City to disqualify the Consultant from performing or participating in the performance of such future services; and • The Consultant is solely responsible for considering what potential conflicts of interest, if any, performing the services required by this Agreement might have on its ability to obtain contracts to perform future services.

  • SOFTWARE SECURITY If applicable, BA warrants that software security features will be compatible with the CE’s HIPAA compliance requirements. This HIPAA Business Associate Agreement-Addendum shall supersede any prior HIPAA Business Associate Agreements between CE and BA.

  • Actions Binding on Future Securityholders At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder of a Security of that series that is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities of that series.

  • Trust Indenture Act Section    Indenture Section 310(a)(1) 7.09 (a)(2) 7.09 (a)(3) N.A.

  • Image Quality You are responsible for the image quality of any Image that you transmit. If an Image that we receive from you or for deposit to your Account is not of sufficient quality to satisfy our image quality standards as we may establish them from time to time, we may reject the Image without prior notice to you. Each Image must include the front and back of the Item and the following information must be clearly readable: amount, payee name, drawer signature, date, check number, account number, routing and transit number, MICR (Magnetic Ink Character Recognition) line, and any endorsement or other information written on the check.

  • Pledge of Securities Etc 7 3.1 Pledge ................................................................................................7 3.2 Procedures.............................................................................................10 3.3 Subsequently Acquired Collateral.......................................................................11

  • Obligor The word "Obligor" means without limitation any and all persons obligated to pay money or to perform some other act under the Collateral.

  • Service Quality The Transfer Agent shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its call center, correspondence services and transaction processing.

  • Pledge of Securities Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(g) hereof; provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(g) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.

  • Site Security While providing services at a DSHS location, the Contractor, its agents, employees, or Subcontractors shall conform in all respects with physical, fire, or other security regulations specific to the DSHS location.

Most Referenced Clauses

Most Referenced Definitions