Future Security. Upon the close of Borrower’s anticipated private financing (the “New Private Financing”), which is expected to commence no later than ten (10) business days following the date that the Borrower files a Current Report on Form 8-K disclosing the share exchange transaction between the Borrower, eWellness Corporation (“eWellness”), Axxxxxx X. XxXxxxxx-Xxxxxxx and eWellness’ shareholders, this Note shall automatically convert into the securities (the “New Securities”) to be issued in New Private Financing upon the same terms as new investors in the New Private Financing.
Future Security. The Borrower agrees that it will cause any present or future Person that is or becomes a Borrower Subsidiary to provide to the Administrative Agent a guarantee and postponement of claim and the security agreements, mortgages and charges required to be provided by any such Subsidiary as described in Article 7, to be accompanied by supporting resolutions, certificates and opinions in form and substance reasonably satisfactory to the Administrative Agent, and to be provided concurrently with any Person becoming a Borrower Subsidiary or upon the completion of the acquisition of such property, as the case may be.
Future Security. The Company and Xxxxx Agri will execute the Share Pledges relating to the Shares of the Initial Guarantors within 20 Business Days following the Issue Date and on or prior to the twentieth Business Day following the Bols Acquisition, the Company, Xxxxx Agri and Botapol will pledge the Additional Shares on a first ranking basis to secure the Notes pursuant to the terms of the Additional Share Pledges. At the time of execution of the Additional Share Pledges, the Company shall deliver to the Trustee opinions of counsel as to (i) the due authorization, execution and delivery of, and valid, binding and enforceable nature of the Additional Share Pledges, (ii) non-contravention of charter and by-laws, Dutch laws or Polish laws, as applicable, and material agreements, and (iii) valid and perfected security interest, and such other opinions set out in the Indenture.
Future Security. (a) Each Obligor will procure that any Group Member which:
Future Security. (i) At such time as the Sonopress Indebtedness (as defined in the Notes) has been repaid in full or is otherwise terminated, cancelled or forgiven (the “Sonopress Termination”), the Company shall use its best efforts to promptly (and shall promptly cause its Subsidiaries to) secure the Company’s liabilities and obligations under the Notes by granting to the Buyers a second priority perfected security interest in all of the assets and properties of the Company (and its Subsidiaries), including (without limitation) the capital stock and assets and properties of each of the Company’s Subsidiaries, junior solely to the lien securing the Permitted Senior Indebtedness (collectively, the “Second Priority Interests”), which Second Priority Interests shall be evidenced by documentation reasonably satisfactory to the Buyers.
Future Security. At any time and from time to time the Pledgor may deliver to the Lender Pledged Securities, accompanied by a written order of the Pledgor as owner thereof, identifying the Pledged Securities and stating that the same are to form part of the security hereunder. Any Pledged Securities delivered by the Pledgor to the Lender under any provisions of this Pledge Agreement shall become and be subject to the provisions of this Pledge Agreement as fully and completely as though now owned by the Pledgor and delivered at the time of the execution hereof.
Future Security. (a) The Company will not, and will not permit any Subsidiary to, directly or indirectly, create, incur or suffer to exist any lien upon any of its property or assets (including Capital Stock of a Subsidiary of the Company), whether owned on the original issue date of the Notes or acquired after that date, or any interest therein or any income or profits therefrom, which lien is securing any Capital Markets Indebtedness incurred by the Company or any of its Subsidiaries after the original issue date of the Notes (such lien, the “Initial Lien”), unless, on the date on which such Initial Liens are incurred, the obligations of the Company under the Notes and this Indenture (or, if applicable, the relevant Note Guarantee) are secured by the Initial Lien or a lien equally and ratably with the Capital Markets Indebtedness secured by such Initial Lien for so long as such Capital Markets Indebtedness is so secured provided, however, that a lien securing the obligations of the Company under the Notes and this Indenture (and any Notes Guarantee) shall not be required to the extent and for so long as the granting of such lien would reasonably be expected to give rise to or result in: (1) any breach or violation of statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference or thin capitalization rules, retention of title claims, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) a material risk or liability for the officers, directors or (except in the case of a Subsidiary that is a partnership) shareholders of such Subsidiary (or, in the case of a Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any material cost, expense, liability or obligation (including with respect to any taxes) other than (i) the liability or obligation arising pursuant to a grant of the lien and (ii) reasonable and documented out of pocket expenses; provided that the foregoing exclusions shall not apply to the extent the corresponding grant of a lien by such Subsidiary securing such Capital Markets Indebtedness would result in a materially similar breach, violation, risk, liability, cost, expense or obligation (as applicable). In connection with the Company’s obligation hereunder to equally and ratably secure the Notes, at the request of the Company and without the consent of any of the Holders, each of the Holders ...
