Execution and Authorization Sample Clauses

Execution and Authorization. 3.1 This Agreement has been duly authorized, executed and delivered by the Single Largest Group of Shareholders and when duly authorized, executed and delivered by the other parties to this Agreement or thereto, constitutes a legal, valid and binding agreement of the Single Largest Group of Shareholders, enforceable against the Single Largest Group of Shareholders in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganisation, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 3.2 The execution, delivery and performance of this Agreement, the International Underwriting Agreement and each of the Operative Documents to which the Single Largest Group of Shareholders are a party, the issuance and sale of the Offer Shares, the consummation of the transactions herein or therein contemplated, and the fulfilment of the terms of this Agreement or of those agreements, do not and will not conflict with, or result in a breach or violation of, or constitute a default under (or constitute any event which, with notice, lapse of time, fulfilment of any condition and/or compliance with any formality, would result in a breach or violation of, constitute a default under, or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or part of such indebtedness under): (A) the memorandum and association and articles of association or other organizational or constitutional documents of the Single Largest Group of Shareholders; (B) any indenture, mortgage, deed of trust, loan or credit agreement or other evidence of indebtedness, or any licence, authorization, lease, contract or other agreement or instrument to which the Single Largest Group of Shareholders are a party or by which the Single Largest Group of Shareholders or any of their properties or assets is or may be bound or affected; (C) any Laws applicable to the Single Largest Group of Shareholders or any of their properties or assets, or any judgment, order or decree of any Authority having jurisdiction over each Single Largest Group of Shareholders; or (D) result in the creation or imposition of any Encumbrance on any property or assets of the Single Largest Group of Shareholders. 3.3 The Single Largest Group of Shareholders are not in breach or violation of or in default under (and no event h...

Execution and Authorization. The Trustee shall initially authenticate and make available for delivery Securities for original issue in the aggregate principal amount of $125,000,000 (the “Initial Securities”) upon receipt of a Company Order. Each Company Order shall specify the amount of Securities to be authenticated and the date on which each original issue of Securities is to be authenticated. The Company may, from time to time, execute and deliver to the Trustee for authentication additional Securities of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and make available for delivery said additional Securities pursuant to a Company Order, without any further action by the Company hereunder; provided that (1) if any such additional Securities are not fungible with the Initial Securities for U.S. federal income tax purposes, such additional Securities shall have a separate CUSIP number; (2) such additional Securities must be issued pursuant to the same terms (other than the offering price, the issue date, the date from which interest first accrues, the first interest payment date and, if applicable, restrictions on transfer) as the Initial Securities; and (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of additional Securities complies with the provisions of this Indenture.

Execution and Authorization. One Officer shall sign the Convertible Subordinated Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Convertible Subordinated Note no longer holds that office at the time the Convertible Subordinated Note is authenticated, the Convertible Subordinated Note shall nevertheless be valid. A Convertible Subordinated Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Convertible Subordinated Note has been authenticated under this Indenture. Upon a written order of the Company signed by an Officer of the Company, the Trustee shall authenticate Convertible Subordinated Notes for original issue up to an aggregate principal amount of $135,000,000 (plus up to an additional $20,250,000 aggregate principal amount of Convertible Subordinated Notes that may be sold by the Company pursuant to the option granted pursuant to the Purchase Agreement) to the Initial Purchasers. The aggregate principal amount of Convertible Subordinated Notes outstanding at any time may not exceed that amount except as provided in Section 2.07. The Convertible Subordinated Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 or any integral multiple thereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Convertible Subordinated Notes. An authenticating agent may authenticate Convertible Subordinated Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right as the Trustee to deal with the Company or an Affiliate of the Company.

Execution and Authorization. Purchaser has the corporate power and authority to enter into and to perform this Agreement. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Purchaser.