Shares and Authorization Sample Clauses

Shares and Authorization. Subject to the terms and conditions of this Agreement, Seller sells (verkaufen) the Shares to Buyer according to the schedule below, and Buyer purchases the Shares from Seller at the Purchase Price. Seller also hereby assigns (abtreten) to the Buyer its claim for return of the Shares against Clearstream Banking AG (the “Primary Assignments”), and Buyer accepts the Primary Assignments. Seller shall instruct by the Closing Date its depository bank(s) that the depository bank(s) notify Clearstream Banking AG of the Primary Assignments without undue delay (a “Notification Instruction”). Each Notification Instruction shall be accomplished in writing and shall not contain any further restrictions other than an indication of the Closing Date as the date on which the transfer takes effect. As a secondary alternative (hilfsweise), Seller hereby assigns the membership rights out of the Shares to the Buyer (the “Secondary Assignments”), who accepts the Secondary Assignments (the primary and secondary alternatives cumulatively are referred to as the “Transfer”). For purposes of clarity, to the extent that Seller may have any rights in the Shares, its intent is to sell, transfer and assign all such rights to Buyer at the Closing and Seller shall hold and exercise any such power or right under the Shares in trust for Buyer until such transfer and assignment is completed.
Sample 1Sample 2
AutoNDA by SimpleDocs
Shares and Authorization. Subject to the terms and conditions of this Agreement at the Closing, Seller will sell and transfer One Million, Nine Hundred Two Thousand and Six Hundred (1,902,600) shares to Buyer, and Buyer will purchase the Shares from Seller.
Sample 1
Shares and Authorization. Subject to the terms and conditions of this Agreement, Seller sells the Shares to Buyer, and Buyer purchases the Shares from Seller, at the Total Purchase Price.
Sample 1

Related to Shares and Authorization

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

  • Corporate Power and Authorization The Borrower has the corporate power and authority to execute, deliver, perform, and take all actions contemplated by, each of the Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limiting the foregoing, the Borrower has the corporate power and authority to borrow pursuant to the Loan Documents to the fullest extent permitted hereby and thereby from time to time, and has taken all necessary corporate action to authorize such borrowings.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • Consents and Authorizations Borrower has obtained all consents and authorizations required pursuant to its Contractual Obligations with any other Person, and shall have obtained all consents and authorizations of, and effected all notices to and filings with, any Governmental Authority, as may be necessary to allow Borrower to lawfully execute, deliver and perform its obligations under the Loan Documents.

  • Permits and Authorizations Each of the Company and its subsidiaries possesses all material Environmental Permits (as defined below) necessary to conduct its businesses and operations as now being conducted.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under its Note, if any, and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided in Section 7.06, the provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

  • Power and Authority; Authorization Debtor has the power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Liens and security interests on the Collateral pursuant to, this Agreement and has taken all necessary action to authorize its execution, delivery and performance of, and grant of the Liens and security interests on the Collateral pursuant to, this Agreement.

  • Filings and Authorizations The parties hereto shall cooperate and use their respective best efforts to make, or cause to be made, all registrations, filings, applications and submissions, to give all notices and to obtain all governmental or other third party consents, transfers, approvals, Orders and waivers necessary or desirable for the consummation of the Contemplated Transactions in accordance with the terms of this Agreement including without limitation the preparation of any SEC Documents required to be filed with the SEC in connection with the transactions contemplated by this Agreement; and shall furnish copies thereof to each other party prior to such filing and shall not make any such registration, filing, application or submission to which Buyer or the Company, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Law. The parties hereto also agree to furnish each other with copies of such filings and any correspondence received from any Governmental Body in connection therewith.

  • Approvals and Authorizations Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

  • Power and Authority; Due Authorization The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

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