NONASSESSABILITY Sample Clauses

NONASSESSABILITY. The Company covenants that all shares of its Common Stock which may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be duly and validly issued and fully paid and nonassessable.
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NONASSESSABILITY. The Company covenants that all Exchange Securities which may be issued upon conversion of Securities will upon issue in accordance with the terms hereof, if applicable, be duly and validly issued and fully paid and nonassessable.
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NONASSESSABILITY. Each Unit shall be paid completely and nonassessable, when issued. 9.3
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NONASSESSABILITY. The Company covenants that all shares of its Quantum Common Stock which may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be duly and validly issued and fully paid and nonassessable. Maxtor covenants that all shares of its Maxtor Common Stock which may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be duly and validly issued and fully paid and nonassessable.
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NONASSESSABILITY. The Issuer covenants that all shares of its Common Stock which may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be duly and validly issued and fully paid and nonassessable.
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NONASSESSABILITY. The Company covenants that all shares of its Quantum Common Stock which may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be duly and validly issued and fully paid and nonassessable. Maxtor covenants that all shares of its Maxtor Common Stock which may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be duly and validly issued and fully paid and nonassessable. SECTION 1409. Provision in Case of Consolidation, Merger or Sale of Assets. (i) With respect to the Company, if any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Quantum Common Stock (other than a subdivision or combination of Quantum Common Stock to which Section 1404 applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Quantum Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Quantum Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Quantum Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Quantum Common Stock, then the Company and Maxtor (as required) or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the Holder of each Security of a series then Outstanding that is convertible into Quantum Common Stock of the Company shall have the right thereafter to convert such Security into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Quantum Common Stock issuable upon conversion of such Securities (assuming, for such purposes, a sufficient number of authorized shares of Quantum Common Stock is available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Quantum Common Stock did ...
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NONASSESSABILITY. The New Devon Guarantor covenants that all shares of Common Stock which may be issued upon conversion of Debentures will upon issue in accordance with the terms hereof be duly and validly issued and fully paid and nonassessable." Section 2.2 Section 1.16 of the Base Indenture is hereby amended by deleting all references to "the Company" and inserting in lieu thereof " the Company or the New Devon Guarantor" and by adding at the end of the first paragraph thereof after the word "Debentures" the following: "provided, however, that the foregoing shall not affect or impair the obligations of the New Devon Guarantor hereunder." Section 2.3 Section 6.1 of the First Supplemental Indenture is hereby amended by deleting all references to "the Company" and inserting in lieu thereof "the New Devon Guarantor." Section 2.4 Section 6.2(a) of the First Supplemental Indenture is hereby amended by deleting all references to "the Company" and inserting in lieu thereof "the New Devon Guarantor." Section 2.5 Section 6.2(b) of the First Supplemental Indenture is hereby amended by deleting the first reference to "the Company" and inserting in lieu thereof "the New Devon Guarantor." Section 2.6 Section 6.2(c) of the First Supplemental Indenture is hereby amended by deleting the reference to "the Company" and inserting in lieu thereof "the New Devon Guarantor." Section 2.7 Sections 6.3, 6.4, 6.5, 6.6, 6.7 and 6.8 of the First Supplemental Indenture are hereby amended by deleting all references to "the Company" and inserting in lieu thereof "the New Devon Guarantor." Section 2.8 The thirteenth paragraph of the [Form of Reverse of Debenture] of Section 7.1 of the First Supplemental Indenture is hereby amended by deleting the reference to "the Company" and inserting in lieu thereof "the Company or the New Devon Guarantor", and by adding at the end of such thirteenth paragraph in the [Form of Reverse of Debenture] after the word "released" the following: "; provided, however, that the foregoing shall not affect or impair the obligations of the New Devon Guarantor hereunder." Section 2.9 The Company and the New Devon Guarantor confirm and agree that, in accordance with the proviso to Section 6.4(c)(ii) of the First Supplemental Indenture, the Conversion Price in effect immediately prior to the Merger shall be the Conversion Price in effect immediately after the Merger and thereafter unless and until adjusted in accordance with the Indenture. Section 3.1 The New Devon Guarantor hereby ...
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NONASSESSABILITY. No Member shall be required to make any Capital Contribution in excess of the amount stated in Section 3.1 unless agreed by all Members.
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Related to NONASSESSABILITY

  • Certificates Nonassessable and Fully Paid It is the intention of the Depositor that Certificateholders shall not be personally liable for obligations of the Trust Fund, that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and that the Certificates, upon due authentication thereof by the Trustee pursuant to this Agreement, are and shall be deemed fully paid.

  • Trust Certificates Nonassessable and Fully Paid Certificateholders shall not be personally liable for obligations of the Issuer. The interests represented by the Trust Certificates shall be nonassessable for any losses or expenses of the Issuer or for any reason whatsoever, and, upon the authentication thereof by the Owner Trustee pursuant to Section 3.03, 3.04 or 3.05, the Trust Certificates are and shall be deemed fully paid.

  • Partnership Agreement Units issued upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Units to the Participant, the Participant shall, automatically and without further action on his or her part, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement.

  • Partnership Agreements Each of the partnership agreements, declarations of trust or trust agreements, limited liability company agreements (or other similar agreements) and, if applicable, joint venture agreements to which the Company or any of its subsidiaries is a party has been duly authorized, executed and delivered by the Company or the relevant subsidiary, as the case may be, and constitutes the valid and binding agreement of the Company or such subsidiary, as the case may be, enforceable in accordance with its terms, except as the enforcement thereof may be limited by (A) the effect of bankruptcy, insolvency or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) the effect of general principles of equity, and the execution, delivery and performance of such agreements did not, at the time of execution and delivery, and does not constitute a breach of or default under the charter or bylaws, partnership agreement, declaration of trust or trust agreement, or limited liability company agreement (or other similar agreement), as the case may be, of the Company or any of its subsidiaries or any of the Agreements and Instruments or any law, administrative regulation or administrative or court order or decree.

  • LLC Agreement This Agreement shall be treated as part of the LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.