Incorporation of Definitive Agreement Sample Clauses

Incorporation of Definitive Agreement. Each and every provision of the Definitive Agreement is hereby incorporated in this Assignment as if set forth here at length. Without limiting the generality of the foregoing, it is specifically acknowledged and agreed that the representations and warranties, the indemnification obligations, and any continuing payment obligations of Assignor and Assignee, and all other provisions of the Definitive Agreement, shall survive the closing of this transaction and the execution and delivery hereof. AC-57140/3 September 18, 1995 THUS DONE AND SIGNED in the presence of the undersigned attesting witnesses and me, Notary Public at _____________________________ on this ____ day of _______ 1995. THE XXXXXX CORPORATION, a Louisiana corporation WITNESSES: __________________ BY:___________________________ Name: Xxxxxxx X. Xxxxxxxx Title: President ------------------ --------------------------- NOTARY PUBLIC THUS DONE AND SIGNED in the presence of the undersigned attesting witnesses and me, Notary Public at _____________________________ on this ____ day of _______ 1995. PLAYERS LAKE XXXXXXX, INC., a Louisiana corporation WITNESSES: __________________ BY:___________________________ Xxxxx Xxxxxxx, President ------------------ --------------------------- NOTARY PUBLIC AC-57140/3 September 18, 1995 Exhibit "A" To Assignment PREPAID ROOM CHARGES AND ADVANCE DEPOSITS AC-57140/3 September 18, 1995 Exhibit "B" To Assignment ASSIGNED CONTRACTS, AGREEMENTS, ETC. AC-57140/3 September 18, 1995 EXHIBIT "I" REGISTRATION RIGHTS AGREEMENT PLAYERS INTERNATIONAL, INC. 0000 Xxxxxxxx Xxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000 August 18, 1995 THE XXXXXX CORPORATION 000 Xxxxx Xxxx Xxxxx Xxxxx Xxxx Xxxxxxx, Xxxxxxxxx 00000 ATTENTION: Xxxxxxx X. Xxxxxxxx, President Dear Sirs: This will confirm the rights of The Xxxxxx Corporation ("you") to have shares registered under the Securities Act under the asset purchase agreement of even date between our corporation ("Players") and you (the "Agreement"), and certain other matters.
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Related to Incorporation of Definitive Agreement

  • Definitive Agreement This Agreement and the Pricing Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof and thereof.

  • Definitive Agreements We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

  • Transfer and Exchange of Definitive Securities for Definitive Securities Upon request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e).

  • Definitive Documentation (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

  • Restricted Global Note to Restricted Definitive Note In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

  • Global Note to Restricted Definitive Note In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

  • Restricted Definitive Note to Unrestricted Definitive Note In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

  • Definitive Documents 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

  • Restricted Definitive Notes to Restricted Definitive Notes Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

  • Transfer or Exchange of Beneficial Interests for Definitive Notes If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are registered.

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