The Chargor. The Chargor may not assign or transfer any of its rights or obligations under this Deed.
The Chargor. The Chargor shall not be entitled to transfer or assign all or any of its rights or obligations in respect of this Mortgage without the prior written consent of the Administrative Agent.
The Chargor. (i) mortgages by way of a first equitable mortgage all shares or equity interests in any member of the Group (other than itself and Opco) owned by it or held by any nominee on its behalf; and
(ii) charges (to the extent that they are not the subject of a mortgage under sub-paragraph (i) above) by way of a first fixed charge its interest in all shares, stocks, debentures, bonds or other securities and investments owned by it or held by any nominee on its behalf.
The Chargor. SIGNED AND DELIVERED as a deed by the MORTGAGOR in the presence of Signature of witness: …………………………… Name of witness: …………………………… Address of witness: …………………………… Occupation of witness: …………………………… __________________________________ Mortgagor
The Chargor. Executed as a deed by ) [CALLAWAY GOLF EUROPE LIMITED]/[CALLAWAY GOLF EUROPEAN HOLDING COMPANY LIMITED] ) ) and signed by ) Director two Directors or a Director and the ) Company Secretary ) pursuant to a resolution of the Board ) Director/Company Secretary
The Chargor. 17 THIS SHARE CHARGE made this 2001 (the "Share Charge")
The Chargor. This Deed shall be binding on the successors and permitted assigns of the Chargor.
The Chargor. The Chargor may not assign or transfer any of its rights or obligations under this Share Charge without the prior consent of the European Agent.
The Chargor. SIGNED AND DELIVERED as ) a deed by XXXXXXXX X. XXXXXX, ) duly authorised for and on behalf of ) /s/ Xxxxxxxx X. Xxxxxx NMT NEUROSCIENCES ) (INTERNATIONAL), INC ) THE AGENT SIGNED by ) duly authorised for and on behalf of ) X. X. XXXXXXX & CO., INC ) EXECUTION: THE CHARGOR SIGNED AND DELIVERED as ) a deed by XXXXXXXX X. XXXXXX, ) duly authorised for and on behalf of ) NMT NEUROSCIENCES ) (INTERNATIONAL), INC ) THE AGENT SIGNED by ) duly authorised for and on behalf of ) /s/ Xxxxxx X. X'Xxxxx X. X. XXXXXXX & CO., INC ) EXHIBIT G --------- NITINOL MEDICAL TECHNOLOGIES, INC. COMPLIANCE CERTIFICATE DATE: ____________, 19__ This certificate is given by Nitinol Medical Technologies, Inc., a Delaware corporation (the "Company"), pursuant to Section 8. 1 (c) of that certain Subordinated Note and Common Stock Purchase Agreement dated as of July 8, 1998 by and among the Company, Whitney Subordinated Debt Fund, L.P. and, for certain purposes, X.X. Xxxxxxx & Co., as such agreement may have been amended, restated, supplemented or otherwise modified from time to time (the "Agreement"). Capitalized terms used herein without definition shall have the meanings set forth in the Agreement. The officer executing this certificate is the Chief Financial Officer of the Company and as such is duly authorized to execute and deliver this certificate on behalf of the Company. By executing this certificate such officer hereby certifies that:
The Chargor and the Borrower shall remain liable to perform all the obligations assumed by each of them in relation to the Charged Property and the Chargee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Chargor or the Borrower to perform its obligations in respect thereof.