Obligations of Holdings Sample Clauses

Obligations of Holdings. Grey Wolf and Basic shall each take all action necessary to cause Holdings to perform its obligations under this Agreement and to consummate the Financing, any Alternative Financing and the Mergers on the terms and conditions set forth in this Agreement.
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Obligations of Holdings. If requested by the Company, Holdings shall promptly distribute to the Company any cash needed by the Company to make any ITR Payment. (Signatures on following pages)
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Obligations of Holdings. In connection with the registration on Form S-1, Holdings shall:
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Obligations of Holdings. Notwithstanding anything herein to the contrary, Holdings shall have no obligations under this Agreement to the extent (i) it is not permitted to have such obligations under Section 4.20 of the Indenture by and among ASAT (Finance) LLC, Holdings, certain subsidiaries of Holdings a party thereto and U.S. Bank National Association (as successor to JPMorgan Chase Bank), as trustee, dated as of October 29, 1999 relating to the issuance of the 12 1/2 Senior Notes due 2006 and (ii) Section 4.20 of such Indenture then remains in effect. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among each of the Obligors and the several Initial Purchasers. Very truly yours, New ASAT (Finance) Limited By: /s/ Xxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxx X. Xxxxxxx Title: Director ASAT Holdings Limited By: /s/ Xxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxx X. Xxxxxxx Title: Chief Executive Officer ASAT Limited The COMMON SEAL of ) ASAT LIMITED ) /s/ Xxxxxx Xxxx was hereunto affixed ) -------------------------------------- in the presence of: ) Name: Xxxxxx Xxxx Title: Director Xxxxxxxx Limited The COMMON SEAL of ) XXXXXXXX LIMITED ) /s/ Xxxxxx Xxxx was hereunto affixed ) -------------------------------------- in the presence of: ) Name: Xxxxxx Xxxx Title: Director /s/ Xxxxx X. Xxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxx Title: Director ASAT, Inc. By: /s/ Xxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxx X. Xxxxxxx Title: Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Limited By /s/ Xxxxxx Xxxx ------------------------------------- Name: Xxxxxx Xxxx Title: Director For itself and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus meeting the requirement of the Act in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. This prospectus, as it may be amended or supplemented from time t...
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Obligations of Holdings. (a) Buyer and the Company agree that Holdings shall become a party to this Agreement for all purposes hereunder as soon as practicable after the formation of Holdings pursuant to a joinder agreement reasonably satisfactory to both Buyer and the Company. Buyer shall cause Holdings to become a party to this Agreement for all purposes hereunder as soon as practicable after such formation, and to execute and deliver such joinder agreement. Following such time, Buyer shall take all action necessary to cause Holdings to perform its obligations under this Agreement and to consummate transactions contemplated hereby on the terms and subject to the conditions set forth in this Agreement.
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Obligations of Holdings. The obligations of Holdings to deliver Holdings Common Shares pursuant to the Automatic Exchange Right are subject to all applicable laws and regulatory or stock exchange requirements.
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Obligations of Holdings. Whenever required under this ARTICLE X to effect the registration of any Registrable Securities, Holdings shall, as expeditiously as reasonably possible:
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Related to Obligations of Holdings

  • Obligations of Holders It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 9 hereof that each of the selling Holders shall:

  • CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs

  • Obligations of Parent Whenever required under this Article 2 to effect the registration of any Registrable Securities, Parent shall, as expeditiously as reasonably possible:

  • Obligations of the Borrower 13 Section 3.01.

  • Obligations of Company Whenever the Company is required by the provisions of this Agreement to use commercially efforts to effect the registration of the Registrable Securities, the Company shall: (i) prepare and, as soon as possible, file with the SEC a registration statement with respect to the Registrable Securities, and use commercially efforts to cause such registration statement to become effective and to remain effective until the earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of such registration; (ii) furnish to counsel for the Holders prior to filing copies of all registration statements proposed to be filed pursuant to the requirements of this Agreement; (iii) notify Holders of the effectiveness of any registration statement required to be filed pursuant to this Agreement; (iv) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of such registration statement; (v) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (vi) use commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as Holder shall reasonably request, maintain any such registration or qualification current until the earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of the registration statement, and take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; (vii) take all such other actions either necessary or reasonably desirable to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described herein; (viii) notify each seller of Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Sections 3.1 and 4.2 above, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (ix) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; (x) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountant to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; and, (xii) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order. Notwithstanding the foregoing, the Company shall not be required to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction, unless the Company is already subject to service in such jurisdiction.

  • Obligations of Management Each officer and key employee of the Company is currently devoting substantially all of his or her business time to the conduct of the business of the Company. The Company is not aware that any officer or key employee of the Company is planning to work less than full time at the Company in the future. No officer or key employee is currently working or, to the Company’s knowledge, plans to work for a competitive enterprise, whether or not such officer or key employee is or will be compensated by such enterprise.

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

  • Obligations of Company Unconditional Nothing contained in this Article Eight or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Holder of any Security or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Eight of the holders of the Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Without limiting the generality of the foregoing, nothing contained in this Article Eight shall restrict the right of the Trustee or the Holders of Securities to take any action to declare the Securities to be due and payable prior to their stated maturity pursuant to Section 6.01 or to pursue any rights or remedies hereunder; provided, however, that all Senior Indebtedness then due and payable shall first be paid in full in cash before the Holders of the Securities or the Trustee are entitled to receive any direct or indirect payment from the Company of principal of or interest on the Securities.

  • CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION 10 Section 3.1 Filing Proofs; Certificates and Other Information 10 Section 3.2 Payment of Taxes or Other Governmental Charges 10 Section 3.3 Warranty as to Stock 11 Section 3.4 Warranty as to Receipts 11

  • Obligations of the Holder a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify Holder in writing of the information the Company requires from Holder. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Holder that Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement.

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