Transfer of Existing Notes Sample Clauses

Transfer of Existing Notes. Each Supporting Holder agrees that so long as this Agreement has not been terminated in accordance with its terms, it shall not directly or indirectly sell, assign, pledge, hypothecate, convey, or otherwise transfer or dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in any Existing Notes (each, a “Transfer”), unless the transferee thereof either (i) is a Supporting Holder and agrees to exchange such additional Existing Notes and deliver related consents in the Exchange Offer, or (ii) prior to such Transfer, agrees in writing for the benefit of the other Parties to become a Supporting Holder and to be bound by all of the terms of this Agreement with respect to such acquired Existing Notes by executing the joinder in the form attached hereto as Exhibit I (the “Joinder Agreement”), and delivering an executed copy thereof, within five business days of closing of such Transfer, to counsel to SAE and counsel to the Supporting Holders, as listed in Section 9.11 hereof, in which event the transferee (including a Supporting Holder transferee, if applicable) shall be deemed to be a Supporting Holder under this Agreement with respect to such transferred rights, claims, and obligations. Notwithstanding anything contained herein to the contrary, a Supporting Holder may Transfer any or all of its Existing Notes to any entity that, as of the date of the Transfer, controls, is controlled by, or is under common control with such Supporting Holder; provided, however, that such entity shall automatically be subject to the terms of this Agreement and deemed a Party hereto and must deliver an executed Joinder Agreement within five business days of the closing of such Transfer to counsel to SAE and counsel to the Supporting Holders. Each Supporting Holder agrees and acknowledges that any Transfer of Existing Notes that does not comply with the terms and procedures set forth in this Section 6 shall be deemed null and void ab initio. Notwithstanding anything to the contrary in this Section 6, (i) a Qualified Marketmaker (as defined below) that acquires any Existing Notes from a Supporting Holder with the purpose and intent of acting as a Qualified Marketmaker for such Existing Notes (with the understanding that the Qualified Marketmaker will agree at the time of such acquisition to the terms of this paragraph), shall not be required to execute and deliver a Joinder Agreement or otherwise agree to be bound by this Agreemen...
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Transfer of Existing Notes. During the Standstill Period, none of the IRN Holders shall sell, transfer, assign, pledge or otherwise dispose of its Existing Notes, unless the transferee agrees, in writing, to be bound by the terms of this Agreement.
Sample 1Sample 2
Transfer of Existing Notes. The Borrower shall immediately, upon request of the Agent, comply with, and execute and deliver (or cause to be executed and delivered) all certificates and documents, provide (or cause to be provided) all legal opinions and take (or cause to be taken) all such other actions required by, the Indenture, applicable law and/or the Note Agent to effect any transfers of the Existing Notes made at any time and from time to time by any of the Subordinate Note Holders to any of the Agent, the Lenders and/or any of their respective affiliates or designees.
Sample 1
Transfer of Existing Notes. (a) Each Consenting Noteholder agrees that, from the RSA Effective Date until the Termination Date with respect to such Consenting Noteholder, it shall not, directly or indirectly, sell, assign, loan, issue, pledge, hypothecate, convey or otherwise transfer or dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in (each, a “Transfer”) any of its Existing Notes, and any purported Transfer of such Existing Notes shall be null and void and without effect, unless the transferee thereof (the “Transferee”) either (i) is a Consenting Noteholder at the time of such Transfer, or (ii) prior to or concurrently with the effectiveness of such Transfer, agrees in writing, for the benefit of the Parties, to become a Consenting Noteholder hereunder and to be bound by all of the terms of this Agreement applicable
Sample 1
Transfer of Existing Notes. Immediately after the sale of the Securities, each of the Purchasers shall have transferred all of its Existing Notes by book entry to the Company against payment therefor by the Company as contemplated hereby.
Sample 1

Related to Transfer of Existing Notes

  • Ratification of Existing Agreements All existing Dual Enrollment agreements between the Trustees and the Private School are hereby modified to conform to the terms of this agreement and the appendices of this document.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Amendment of Existing Warrant Agreement The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders:

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Restriction on Transfer of Assets The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, convey or otherwise dispose of any assets or rights of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries in the ordinary course of business consistent with its past practice, (ii) sales of inventory and products in the ordinary course of business, (iii) sales of unwanted or obsolete assets, and (iv) sales for fair market value as determined in good faith by the Company’s board of directors.

  • Transfer of Receipts; Combination and Split-up of Receipts The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time, upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!