SUCCESSORS      47 Sample Clauses

SUCCESSORS      47. Section 9.1 Corporation may Consolidate, etc., Only on Certain Terms 47 Section 9.2 Successor Substituted 48 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 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 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 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 Section 14.1 Supplemental Indentures 66 Section 15.1 Execution 67 Section 15.2 Formal Date 67 Schedule A — Form of Note Schedule B — Form of Notice of Conversion Schedule C — Form of Certificate of Transfer Schedule D — Form of Certificate of Exchange Schedule E — Form of Qua...
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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 This DPA is and shall be binding upon the respective successors in interest to Provider in the event of a merger, acquisition, consolidation or other business reorganization or sale of all or substantially all of the assets of such business In the event that the Provider sells, merges, or otherwise disposes of its business to a successor during the term of this DPA, the Provider shall provide written notice to the LEA no later than sixty (60) days after the closing date of sale, merger, or disposal. Such notice shall include a written, signed assurance that the successor will assume the obligations of the DPA and any obligations with respect to Student Data within the Service Agreement. The LEA has the authority to terminate the DPA if it disapproves of the successor to whom the Provider is selling, merging, or otherwise disposing of its business.

  • 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.

  • 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 (a) Subject to Section 2.03, the rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party. (b) If the Company is a party to any merger, amalgamation, consolidation, exchange or other similar transaction (a “Conversion Event”) pursuant to which Registrable Securities are converted into or exchanged for securities or the right to receive Equity Securities of any other Person (“Conversion Securities”), the issuer of such Conversion Securities (a “Conversion Security Issuer”) shall assume (in a writing delivered to the Company and the Investor Holders), with respect to such Conversion Securities, all rights and obligations of the Company hereunder (which assumption shall not relieve the Company of its obligations hereunder to the extent that any Registrable Securities issued by the Company continue to be outstanding and held by a Holder following a Conversion Event) and this Agreement shall apply with respect to such Conversion Securities, mutatis mutandis. The Company will not effect any Conversion Event unless the issuer of the Conversion Securities complies with this Section 4.08(b).

  • 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.

  • Successorship Subject to restrictions on transferability set forth in the Plan, this Agreement will be binding upon and benefit the parties, their successors and assigns.

  • Successors and Assigns; Third Parties This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and permitted assigns, as applicable. There are no third party beneficiaries under this Agreement, and the rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other person or entity.

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