Power to Convey Sample Clauses

Power to Convey. Seller has full power and authority, to sell, assign, transfer and convey the Shares and consummate the transactions contemplated herein without the consent of any other person, entity or governmental authority.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Power to Convey. Any assignment, sale, transfer or other conveyance of any right or interest in the Trust Fund by the Trustee made pursuant to the terms of this Trust Agreement shall be binding and shall be effective to transfer or convey such right or interest. No purchaser or other grantee shall be required to inquire as to the authorization, necessity, expediency or regularity of such assignment, sale, transfer or conveyance or as to the application of any sale or other proceeds in respect thereof by the Trustee.
Sample 1
Power to Convey. Issuer has full power and authority, in accordance with its Articles of Incorporation and Bylaws, each as amended to date, to sell, assign, transfer and convey the Shares and consummate the transactions contemplated herein without the consent of any other person, entity or governmental authority.
Sample 1
Power to Convey. Except for the receipt of the Certificate of Designation for the Series B preferred stock to be filed by Issuer with the Delaware Secretary of State and the verification of good standing which Issuer will request from the Delaware Secretary of State, neither of which documents Issuer believes will not be unreasonably withheld by the Delaware Secretary of State, Issuer has full power and authority, in accordance with its Articles of Incorporation and Bylaws, each as amended to date, to sell, assign, transfer and convey the Shares and consummate the transactions contemplated herein without the consent of any other person, entity or governmental authority.
Sample 1
Power to Convey. The Seller owns the Cable Systems and has the full right, power and authority to sell, transfer, assign and convey the Cable Systems to the Buyer.
Sample 1
Power to Convey. The Mortgagee is hereby appointed attorney-in-fact of the Shipowner, upon the happening of any Event of Default, to execute and deliver to any purchaser aforesaid, and is hereby vested with full power and authority to make, in the name and on behalf of the Shipowner, a good conveyance of the title to the Vessel so sold. In the event of any sale of the Vessel, under any power herein contained, the Shipowner will, if and when required by the Mortgagee, execute such form of conveyance of such Vessel as the Mortgagee may direct or approve.
Sample 1
Power to Convey. The Seller has full power to execute and perform this Agreement and to convey the Assets as herein provided to the Buyer, and such execution and performance does not conflict with any provisions of its Articles of Incorporation or bylaws or with any contract to which it is a party or to which it is subject. The execution, delivery and performance of this Agreement by the Seller have been duly authorized by all necessary corporate action.
Sample 1
AutoNDA by SimpleDocs
Power to Convey. On the Closing Date, Seller will be the owner and will be empowered to transfer to Buyer all the fixed and tangible assets used or useful in the operation of Station as listed in SCHEDULE 2(B) attached hereto and any replacements thereof and additions thereto, free and clear of all liens and encumbrances. All broadcast equipment shall be to the best of Seller's knowledge in good condition and operable in compliance with all Commission regulations;
Sample 1

Related to Power to Convey

  • Power to Bind Company None of the Managers (acting in their capacity as such) shall have authority to bind the Company to any third party with respect to any matter unless the Board shall have approved such matter and authorized such Manager(s) to bind the Company with respect thereto.

  • Right to Convert In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Series Preferred that shall be issued to holder Y = the fair market value of one share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

  • Freedom to Contract The Executive represents that he is free to enter into this Agreement and carry out his obligations hereunder without any conflict with any prior agreements, and that he has not made and will not make any agreement in conflict with this Agreement.

  • Power to Bind the Company The Member (acting in its capacity as such) shall have the authority to bind the Company to any third party with respect to any matter.

  • Right to Sell Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.04. Subject to Section 11.02 and 11.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

  • Paper Notice to Contract Owners The Company shall be responsible for providing to its Contract Owners a paper Notice that meets the conditions of paragraphs (c) and (d) of Rule 30e-3.

  • Right to Seek Assurance The Transfer Agent may refuse to transfer, exchange or redeem shares of the Fund or take any action requested by a shareholder until it is satisfied that the requested transaction or action is legally authorized or until it is satisfied there is no basis for any claims adverse to the transaction or action. It may rely on the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code. The Company shall indemnify the Transfer Agent for any act done or omitted to be done in reliance on such laws or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good faith belief that the transaction or action is illegal or unauthorized.

  • Notice to Company Indemnitee shall provide to the Company prompt written notice of any Proceeding brought, threatened, asserted or commenced against Indemnitee with respect to which Indemnitee may assert a right to indemnification hereunder; provided that failure to provide such notice shall not in any way limit Indemnitee’s rights under this Agreement.

  • Right to Seek Assurances The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions that the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis for any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers, rely upon the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, which in the opinion of legal counsel for the Company or of the Transfer Agent's own legal counsel protect the Transfer Agent in not requiring certain documents in connection with the transfer or redemption of Shares of the Fund, and the Fund shall indemnify the Transfer Agent for any acts done or omitted by it in reliance upon such laws or opinions of counsel to the Fund or of its own counsel.

  • Text to Control The headings of articles and sections are included solely for convenience of reference. If any conflict between any heading and the text of this Agreement exists, the text shall control.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!