Agreement Irrevocable Sample Clauses

Agreement Irrevocable. The parties recognize that the owners of the Obligations Being Refunded have a beneficial vested interest in the moneys and investments held in the Trust Account and that the Obligations will be delivered to and accepted by the owners thereof in reliance upon the irrevocable character of the trust so created. Therefore, this Agreement shall not be revoked, and shall not be amended in any manner which may materially adversely affect the rights herein sought to be protected (as evidenced by an opinion of special counsel delivered to the Trustee), until the provisions hereof have been fully carried out.
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Agreement Irrevocable. This Agreement is irrevocable and shall remain in full force and effect until the Opening Bank is relieved of all its obligations under the agreement or any continuation, extension, enhancement or renewal thereof.
Sample 1
Agreement Irrevocable. This Agreement may not be revoked by the Issuer or any Equity Investor and shall continue to be effective with respect to debt under the Tranche A Term Loans and Tranche B Term Loan arising or created after any attempted revocation by the Issuer and/or any Equity Investor. This Agreement shall remain in full force and effect until the earlier to occur of (a) full and final payment of the Tranche A Term Loans is made and (b) if Purchase Notices have not been delivered as provided in the Subscription Agreement, the Expiration Date. 8.2 Issuer's Obligation to Pay. Anything herein contained shall not in anywise limit or be construed as limiting the Administrative Agent or the Lenders to collect the Tranche A Term Loans or any other note, item, sum, or amount secured and to be secured hereby only out of the revenues, monies, proceeds, benefits, and payments accruing and to accrue unto the Issuer, under and by virtue of the Subscription Agreement, but it is expressly understood and provided that all the Indebtedness and amounts secured and to be secured hereby do, and shall constitute absolute and unconditional obligations upon the Issuer to pay to the Administrative Agent and the Lenders.
Sample 1
Agreement Irrevocable. This Agreement constitutes a continuing irrevocable inter-creditor agreement which, unless agreed to in writing by the parties hereto and except for undertakings contained herein which given their nature are meant to survive the termination of this Agreement), shall remain effective until the earlier to occur of (i) such time as all of the Convertible Shareholders Bridge Loan shall have been converted in full, and (ii) such time as all of the all of the Plenus Obligations have been paid and satisfied in full. The Company and the Shareholders acknowledge and agree that Plenus gave the Company its consent to enter into the Shareholders Loan Agreement and Shareholders Charge Documents in reliance and conditioned upon the entering into, and continued effectiveness of, this Agreement and the receipt of a copy of the Shareholders Loan Agreement and Shareholders Charge Documents for review prior to the date hereof. Without derogating from any other provision hereof, in the event of any contradiction between the provisions of this Agreement and the provisions of the Plenus Transaction Agreements, the Shareholders Loan Agreement, Shareholders Charge Documents or any of them, the provisions of this Agreement shall prevail.
Sample 1

Related to Agreement Irrevocable

  • Notice Irrevocable Any Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 2.2(b) shall be irrevocable and the Borrower shall be bound to borrow the funds requested therein in accordance therewith.

  • Obligations Irrevocable The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit or with respect to their participation therein or with respect to any Credit Support for any Letter of Credit or with respect to the Revolving Loans made as a result of a drawing under a Letter of Credit and the obligations of the Borrower for whose account the Letter of Credit or Credit Support was issued to make payments to the Agent, for the account of the Lenders, shall be irrevocable and shall not be subject to any qualification or exception whatsoever, including any of the following circumstances:

  • Trust Irrevocable Except as expressly provided herein, the trust created hereby is irrevocable.

  • Voting Agreement and Irrevocable Proxy Section 2.1 Agreement to Vote the Subject Shares. Subject to Section 2.3, Section 2.4 and Section 2.5, Shareholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company, Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Shareholder contained in this Agreement, and (c) against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Company Takeover Proposal or any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any change in the persons who constitute the Board); (B) any material change in the present capitalization of the Company or any amendment of the Certificate of Incorporation or Bylaws; (C) any change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any Company Subsidiary that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement or could reasonably be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to, and shall cause its Representatives not to, enter into any agreement, commitment or arrangement with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II.

  • Drawdown Notice irrevocable A Drawdown Notice must be signed by an officer of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Lender.

  • Nature of Irrevocable Proxy The proxy granted pursuant to Section 2.2 to Parent by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the Stockholder.

  • Grant of Irrevocable Proxy Shareholder hereby appoints Parent and any designee of Parent, and each of them individually, as Shareholder's proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent with respect the Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

  • Notices Irrevocable Each Notice of Borrowing and Notice of Continuation or Conversion delivered by the Borrower hereunder, including its deemed request for borrowing made under Section 2.2(c), shall be irrevocable and binding on the Borrower.

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