SUCCESSORS      47 Sample Clauses

SUCCESSORS      47. Section 9.1 Corporation may Consolidate, etc., Only on Certain Terms 47 Section 9.2 Successor Substituted 48 ARTICLE 10 COMPULSORY ACQUISITION 49 Section 10.1 Definitions In this Article: 49 Section 10.2 Offer for Notes 49 Section 10.3 Offeror’s Notice to Dissenting Shareholders 50 Section 10.4 Delivery of Note Certificates 50 Section 10.5 Payment of Consideration to Trustee 50 Section 10.6 Consideration to be held in Trust 51 Section 10.7 Completion of Transfer of Notes to Offeror 51 Section 10.8 Communication of Offer to the Corporation 52 ARTICLE 11 MEETINGS OF NOTEHOLDERS 52 Section 11.1 Right to Convene Meeting 52 Section 11.2 Notice of Meetings 52 Section 11.3 Chairman 52 Section 11.4 Quorum 52 Section 11.5 Power to Adjourn 53 Section 11.6 Show of Hands 53 Section 11.7 Poll 53 Section 11.8 Voting 53 Section 11.9 Proxies 53 Section 11.10 Persons Entitled to Attend Meetings 54 Section 11.11 Powers Exercisable by Extraordinary Resolution 54 Section 11.12 Meaning of “Extraordinary Resolution” 56 Section 11.13 Powers Cumulative 57 Section 11.14 Minutes 57 Section 11.15 Instruments in Writing 57 Section 11.16 Binding Effect of Resolutions 57 Section 11.17 Evidence of Rights Of Noteholders 57 ARTICLE 12 NOTICES 58 Section 12.1 Notice to Corporation 58 Section 12.2 Notice to Noteholders 58 Section 12.3 Notice to Trustee 58 Section 12.4 Mail Service Interruption 59 ARTICLE 13 CONCERNING THE TRUSTEE 59 Section 13.1 No Conflict of Interest 59 Section 13.2 Replacement of Trustee 59 Section 13.3 Duties of Trustee 60 Section 13.4 Reliance Upon Declarations, Opinions, etc. 60 Section 13.5 Evidence and Authority to Trustee, Opinions, etc. 60 Section 13.6 Officer’s Certificates Evidence 62 Section 13.7 Experts, Advisers and Agents 62 Section 13.8 Trustee May Deal in Notes 62 Section 13.9 Investment of Monies Held by Trustee 62 Section 13.10 Trustee Not Ordinarily Bound 63 Section 13.11 Trustee Not Required to Give Security 63 Section 13.12 Trustee Not Bound to Act on Trust’s Request 63 Section 13.13 Conditions Precedent to Trustee’s Obligations to Act Hereunder 63 Section 13.14 Authority to Carry on Business 64 Section 13.15 Compensation and Indemnity 64 Section 13.16 Acceptance of Trust 65 Section 13.17 Third Party Interests 65 Section 13.18 Anti-Money Laundering 65 Section 13.19 Privacy Laws 65 Section 13.20 Force Majeure 66 ARTICLE 14 SUPPLEMENTAL INDENTURES 66 Section 14.1 Supplemental Indentures 66 ARTICLE 15 EXECUTION AND FORMAL DATE 67 Section 15.1 Execution 6...
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Related to SUCCESSORS      47

  • Successors, etc This Agreement shall enure to the benefit of and be binding upon each of the parties hereto and their respective heirs, successors and permitted assigns.

  • Successors; Assigns This Agreement shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the parties hereto, subject to the provisions of the Credit Agreement and the other Financing Documents.

  • Successors Bound The covenants and agreements set forth herein shall be binding upon and inure to the benefit of each of the parties and their respective successors and permitted assigns. Neither party shall be permitted to assign their rights under this Agreement without the written consent of the other party; provided, however, that the foregoing shall not limit the ability of the Custodian to delegate certain duties or services to or perform them through agents or attorneys appointed with due care as expressly provided in this Agreement.

  • Successors All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

  • Successors and Assigns, etc 12.1.1. This Agreement shall be binding upon and inure to the benefit of (a) the Company, its successors and assigns (including any direct or indirect successor by merger, consolidation or operation of law or by transfer of all or substantially all of its assets) and (b) Indemnitee and the heirs, personal and legal representatives, executors, administrators or assigns of Indemnitee.

  • Successors to Company This Agreement may and will be assigned or transferred to, and will be binding upon and will inure to the benefit of, any successor of the Company, and any successor will be substituted for the Company under the terms of this Agreement. As used in this Agreement, the term “successor” means any person, firm, corporation or business entity which at any time, whether by merger, purchase or otherwise, acquires all or essentially all of the assets of the business of the Company. Notwithstanding any assignment, the Company will remain, with any successor, jointly and severally liable for all its obligations under this Agreement.

  • Survival; Successors and Assigns This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Obligations are outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

  • Successors, Assigns and Transferees This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement with respect to such securities of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained.

  • Successors and Permitted Assigns This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.

  • Successors and Assigns Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

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