Proper Form. This Agreement and the Deposit Agreement are each in proper form to be enforceable in England and Wales in accordance with its terms; to ensure the legality, validity, enforceability or admissibility into evidence in England and Wales of this Agreement or the Deposit Agreement it is not necessary that this Agreement or the Deposit Agreement, respectively, be filed or recorded with any court or other authority in England and Wales (other than court filings in the ordinary course of proceedings).
Proper Form. This Agreement is in proper form to be enforceable in the Cayman Islands in accordance with its terms; to ensure the legality, validity, enforceability or admissibility into evidence in the Cayman Islands of this Agreement it is not necessary that this Agreement be filed or recorded with any court or other authority in the Cayman Islands (other than court filings in the ordinary course of proceedings) or that any stamp or similar tax in the Cayman Islands (other than court fees or similar documentary tax payable in the ordinary course of proceedings) be paid on or in respect of this Agreement or any other documents to be furnished hereunder or thereunder.
Proper Form. This Agreement and the other Credit Documents (other than the Notes) are, and the Notes when executed will be, in proper legal form under the laws of Uruguay for the enforcement thereof in Uruguay; and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement, the Notes and the other Credit Documents it is not necessary that this Agreement, the Notes or any other document, be filed, registered or recorded with, or executed or notarized before, any court or other authority in Uruguay or that any registration charge or stamp or similar tax be paid on or in respect of any Credit Documents or any document relating to the matters covered by any Credit Document, other than as provided herein and therein.
Proper Form. The Loan Documents are (or, in the case of any Note, will be, upon the issuance thereof in accordance herewith) in proper legal form for the enforcement thereof in Mexico, against each Loan Party; provided that, if any legal proceedings are brought in a court of Mexico for the enforcement against a Loan Party, of this Agreement, the Fee Letters or any other Loan Document that is executed in a language other than Spanish, a Spanish translation of such document prepared by a translator approved by the Mexican court would have to be approved by such court after such Loan Party has been given the opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based on the translated documents. To ensure the legality, validity, enforceability or admissibility in evidence of this Agreement, the Fee Letters or any other Loan Document in Mexico it is not necessary that this Agreement, the Fee Letters or any other Loan Document be filed or recorded with any Governmental Authority in Mexico or be notarized, or that any stamp or similar tax be paid on or in respect of this Agreement, the Fee Letters or any other Loan Document.
Proper Form. The Securities are in uncertificated form and held through the facilities of the applicable Depository.
Proper Form. Upon execution and delivery by the parties hereto, this Agreement will be in proper legal form under the laws of England and Wales for the enforcement hereof against the Company, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement it is not necessary that this Agreement or any other document related hereto be filed, registered or recorded with or executed or notarized before any governmental or regulatory authority or agency of the United Kingdom.
Proper Form. Upon execution and delivery, this Agreement will be in proper legal form under the laws of the British Virgin Islands and the Netherlands for the enforcement hereof against the Company and Xxxxx Dorados B.V., and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement it is not necessary that this Agreement or any other document related hereto be filed, registered or recorded with or executed or notarized before, any governmental or regulatory authority or agency of the British Virgin Islands or the Netherlands.
Proper Form. This Agreement and the other Credit Documents are in proper legal form under the laws of Brazil for the enforcement thereof in Brazil; and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and the other Credit Documents, it is not necessary that this Agreement, the other Credit Documents or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in Brazil or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, the other Credit Documents or any other document relating to the matters covered by this Agreement and the other Credit Documents, other than as provided herein and therein and, provided that for the admission of any of the Credit Documents before Brazilian courts and Governmental Authorities or for its validity or enforceability (i) the signatures of the parties thereto signing outside Brazil should be notarized by a notary public licensed as such under the law of the place of signing and the signature of such notary public should be authenticated by a consular official of Brazil, (ii) a certified sworn translation into Portuguese of any Credit Document executed in English must be obtained, and (iii) the Credit Documents, together with a certified Portuguese translation of any Credit Document executed in English should be registered with the appropriate Registry of Deeds and Documents (Registro de Títulos e Documentos) in Brazil.
Proper Form. The Eligible Bonds or Underlying Eligible Bonds are certificated securities in registered form, or are in uncertificated form and (i) held through the facilities of a Relevant System, or (ii) registered on the books of the issuer thereof;
Proper Form. The Payment Agent will examine the Letters of Transmittal, Joinder and Indemnification Agreements (the “Joinders”), a form of which is attached hereto as Exhibit B, Option Cancellation Agreements, a form of which is attached hereto as Exhibit C, and the Certificates and/or book-entry shares delivered or mailed to the Payment Agent by the Stockholders or Optionholders to ascertain that (i) the Joinders, Option Cancellation Agreements and the Letters of Transmittal are properly completed and duly executed in accordance with the instructions set forth therein, (ii) no stop transfer instructions are outstanding against such Certificates or book-entry shares (which determination shall be based solely on the information provided to the Payment Agent under Section 1.1 above), (iii) the Certificates or book-entry shares have been duly endorsed or assigned for transfer or have been delivered to the Payment Agent, as applicable, and are otherwise in proper form for surrender, (iv) any other documents contemplated by a Letter of Transmittal or Option Cancellation Agreement, including a Lost Certificate Affidavit (as defined below), as applicable, are properly completed and duly executed in accordance with the Letters of Transmittal, (v) such shares of Company Capital Stock do not constitute Dissenting Shares or Excluded Shares, and (vi) no payment pursuant to the Merger Agreement was previously made with respect to such shares of Company Capital Stock or such Company Options. The Payment Agent is hereby directed to accept Joinders and Option Cancellation Agreements by electronic transmission in .PDF format or by facsimile. In cases where the Letter of Transmittal, Joinder and/or Option Cancellation Agreement has been improperly completed or executed or where the shares of Company Capital Stock presented are not in proper form for transfer, or if some other irregularity exists in connection with their surrender, including any irregularity relating to stop transfer instructions, the Payment Agent will consult with the Surviving Corporation and the Stockholder Representative on taking such actions as are necessary to cause such irregularity to be corrected. In this regard, the Payment Agent is authorized to waive an irregularity in connection with the surrender of shares of Company Capital Stock or Company Options after review of the irregularity with the Surviving Corporation and the Stockholder Representative and after approval in writing of an officer or agent of eac...
