Securities Assignment Agreements definition

Securities Assignment Agreements shall have the meaning given in the Recitals hereto.
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Examples of Securities Assignment Agreements in a sentence

  • The Cowen Investments Securities Assignment Agreements and the Director Assignment Agreement have been duly authorized, executed and delivered by the Sponsor and are valid and binding agreements of the Sponsor, enforceable against the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Each of the Securities Assignment Agreements has been duly authorized, executed and delivered by the Sponsor and, to the knowledge of the Company, the Buyer party thereto and is a valid and legally binding agreement of the Sponsor and, to the knowledge of the Company, the Buyer party thereto, enforceable against the Sponsor and, to the knowledge of the Company, the Buyer party thereto, except as the enforceability thereof may be limited by the Enforceability Exceptions.

  • Except for Founder Shares transferred and sold to the Buyers pursuant to the Securities Assignment Agreements, the Sponsor has not sold, assigned or otherwise transferred any Founder Shares.

  • The sales of the Founder Shares by the Company to the Sponsor and the sale by the Sponsor of certain Founder Shares to the Buyers pursuant to the Securities Assignment Agreements were exempt from the registration requirements of the 1933 Act and any applicable other securities and blue sky laws.

  • The Sponsor has entered into Securities Assignment Agreements, each dated February 18, 2021, with each of Martha Tredgett and Greg Greeley, pursuant to which the Sponsor transferred 25,000 Founder Shares to each of Martha Tredgett and Greg Greeley.

  • Except for Founder Shares transferred to Buyers pursuant to the Securities Assignment Agreements, the Sponsor has not sold, assigned or otherwise transferred any Founder Shares.

  • On or prior to the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Initial Unit Subscription Agreement, the Sponsors’ Warrant Subscription Agreement, the Securities Assignment Agreements, the Limit Order Agreements, the Services Agreement, the Registration Rights Agreement, the Insider Letters and the Right of First Review Agreements.

  • The sales of the Founder Shares by the Company to the Sponsor and the transfer by the Sponsor of Founder Shares to the Buyers pursuant to the Securities Assignment Agreements were exempt from the registration requirements of the 1933 Act and any applicable other securities and blue sky laws.

  • Employee may terminate this Agreement at any time by giving 30 days prior written Notice of Termination to the Company in accordance with this Agreement.

  • On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founders’ Unit Subscription Agreement, the Warrant Subscription Agreement, the Securities Assignment Agreements, the Limit Order Agreements, the Services Agreement, the Insider Letters and the Right of First Review Agreements.

Related to Securities Assignment Agreements

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Trademark Assignment Agreement has the meaning set forth in Section 2.01.

  • Collateral Assignment Agreement has the meaning set forth in Section 10.05.

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the fullest extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our respective parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents, contractors or similar parties acting on behalf of either Us or HomeServe shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per repair benefit limit set out above relating to any repairs performed by Us, HomeServe or on behalf of either Us or HomeServe or services provided hereunder giving rise to such loss or damage; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, damages based on anticipated or lost profits, wages, or revenue, or damages based on diminution in value or a multiple of earnings, including those caused by any fault, failure, delay or defect in providing any repairs performed by Us, HomeServe or on behalf of either Us, or HomeServe or services provided under this Service Agreement, regardless of whether such damages were foreseeable and whether or not We or HomeServe or anyone acting on behalf of either Us or HomeServe have been advised of the possibility of such damages (the damages listed in clauses (a) and (b), collectively the “Excluded Damages”); and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state.

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Patent Assignment Agreement means the Patent Assignment Agreement attached hereto as Exhibit G.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Securities Purchase Agreement means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

  • Lender Assignment Agreement means an assignment agreement substantially in the form of Exhibit D hereto.

  • Trademark Assignment shall have the meaning specified in Section 3.2(c).

  • Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).

  • Intellectual Property Assignment Agreement means, with respect to each Specified Business, an agreement in form and substance reasonably acceptable to Seller and Buyer, providing for the assignment of the Transferred Intellectual Property Related to such Specified Business.

  • Note Purchase Agreements means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto, (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, and (iii) that certain Note Purchase Agreement, dated as of June 13, 2018, among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time.

  • Subordination Agreements means, collectively, any subordination agreements entered into by any Person from time to time in favor of Agent in connection with any Subordinated Debt, the terms of which are acceptable to the Agent, in each case as the same may be amended, restated or otherwise modified from time to time, and “Subordination Agreement” shall mean any one of them.

  • Addendum and Assignment Agreement The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.

  • Assignment of Recognition Agreement With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.

  • Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Loan Purchase Agreement The Loan Purchase Agreement described in the Recitals to this Agreement, which Loan Purchase Agreement incorporates the terms of the Aurora Loan Services Seller Guide, as the same may be amended from time to time.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Acquisition Agreements has the meaning specified in the Recitals.