Agreements and Acknowledgments Regarding Shares Sample Clauses

Agreements and Acknowledgments Regarding Shares. (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange.
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Agreements and Acknowledgments Regarding Shares. Counterparty agrees and acknowledges that Dealer will sell (or cause its affiliates to sell) (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, that such Block Underwriter with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement will sell), pursuant to a registration statement in the manner contemplated by the Registration Agreement, a number of Collateral Shares, Shares borrowed from Counterparty or third parties or other Shares equal to the Number of Transaction Shares (after giving effect to any reduction pursuant to Section 3(b)(ii) above), and each of Dealer and Counterparty currently believes that the Shares (up to the Number of Transaction Shares) delivered by Counterparty to Dealer pursuant to the Transaction may be used by Dealer to settle such sales or close out open Share borrowings created in the course of Dealer’s hedging activities related to its exposure under the Transaction without further registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and, to the extent such open Share borrowings have been established through Rehypothecation and such Rehypothecation has not been revoked by Counterparty, Dealer may close such open borrowings of Shares by netting its return obligation with respect to up to the Number of Transaction Shares against Counterparty’s Share delivery obligation hereunder.
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Agreements and Acknowledgments Regarding Shares. (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to BofA hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange;
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Agreements and Acknowledgments Regarding Shares. For the avoidance of doubt, and without limiting the generality of Section 9.11 of the Equity Definitions, Counterparty agrees that any Shares that it delivers to Deutsche hereunder (i) will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System and (b) will be immediately freely transferable by Deutsche under all applicable securities laws.
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Agreements and Acknowledgments Regarding Shares. (a) Counterparty agrees and acknowledges that this Transaction is being entered into in accordance with the October 9, 2003 interpretive letter from the staff of the Securities and Exchange Commission to Xxxxxxx, Xxxxx & Co. (the “Interpretive Letter”) and agrees to take all actions, and to omit to take any actions, reasonably requested by Dealer for this Transaction to comply with the Interpretive Letter. Without limiting the foregoing, Counterparty agrees that neither it nor any “affiliated purchaser” (as defined in Regulation M (“Regulation M”) promulgated under the Exchange Act) will, directly or indirectly, bid for, purchase or attempt to induce any person to bid for or purchase, the Shares or securities that are convertible into, or exchangeable or exercisable for, Shares during any “restricted period” as such term is defined in Regulation M. In addition, Counterparty represents that it is eligible to conduct a primary offering of Shares on Form S-3, the offering contemplated by the Underwriting Agreement complies with Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), and the Shares are “actively traded” as defined in Rule 101(c)(1) of Regulation M.
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Agreements and Acknowledgments Regarding Shares. (i) Counterparty hereby represents and warrants to, and agrees with, Credit Suisse that the Shares have been duly authorised and any Shares, when issued in return for payment of at least the par value thereof in accordance with the terms of the Transaction and upon delivery of a certificate therefor (or a certified copy of the share register showing the relevant share entry to Credit Suisse or to the order of Credit Suisse), will be validly issued, fully paid and nonassessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of such Shares), and the issuance thereof will not be subject to any preemptive or similar rights.
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Agreements and Acknowledgments Regarding Shares. (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Citibank hereunder, such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim, any preemptive or similar rights or other encumbrance and shall, upon such issuance, be accepted for listing or quotation on the Exchange;
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Agreements and Acknowledgments Regarding Shares. (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to JPM hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange.
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Agreements and Acknowledgments Regarding Shares. (i) Counterparty hereby represents and warrants to, and agrees with, Dealer that the Shares have been duly authorised and any Shares, when delivered in accordance with the terms of the Transaction and upon delivery of a certificate therefor (or a certified copy of the share register showing the relevant share entry to Dealer or to the order of Dealer), will be validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights.
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Related to Agreements and Acknowledgments Regarding Shares

  • Agreements and Acknowledgements Regarding Hedging Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty.

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

  • Waivers and Acknowledgments (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person.

  • Additional Covenants Agreements and Acknowledgements a. [Intentionally Omitted].

  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

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