Secured Transaction Sample Clauses

Secured Transaction. To secure the payment of Debtor's obligation hereunder and any and all other indebtedness owed by Debtor to Secured Party (whether now existing or hereafter arising), as well as any renewals, extensions or changes in the form of said obligations or indebtedness, Debtor has contemporaneously herewith executed an Aircraft Security Agreement (hereinafter "Security Agreement") granting to Secured Party a security interest in the property set forth therein, together with all instruments, avionics, equipment, parts and accessories attached to or installed in said aircraft; all aircraft and engine log books; all additions, accessions and substitutions of any of the foregoing property; all of Debtor's inventory (whether now existing or hereafter acquired) of air carrier aircraft engines, propellers, appliances, spare parts, avionics, accessories, instruments, rotables, equipment (including ground support equipment), subassemblies, tools, kits, consumables, components and related items for installation in or use in connection with the Aircraft described in Table 1(b) not to exceed an aggregate of $[*] per Aircraft, all unearned insurance premiums and insurance proceeds of any of the foregoing property; and the proceeds of all of the foregoing property. The above-mentioned property is hereinafter collectively referred to (as appropriate within the context of this Agreement) as either the "Aircraft" or the "Collateral".
Sample 1
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Secured Transaction. The Obligor acknowledges that this ------------------- is a secured transaction within the meaning of and governed by Article 9 of the Uniform Commercial Code of the State of New York. The Obligor further acknowledges that there is executed, along with the Note, a Term Loan Agreement and Security Agreement in order to secure the indebtedness created herein. This Note, the Term Loan Agreement and Security Agreement together set forth the terms and conditions of the obligation of the Borrower/Obligor to the Bank/Obligee and each separate instrument incorporates by reference the other instruments. Notwithstanding the foregoing, in the event of default, the Bank (Holder) shall be free to elect any one or a combination of all of the remedies available to it pursuant to the provisions of the Loan Documents and the election of any one remedy shall not preclude the holder from thereafter pursuing any and all other remedies available to it under law or pursuant to the Loan Documents. It is further intended that the terms and conditions of the commitment letter issued by the Bank dated the 15th day of July 1997 are intended to survive the execution of this Note and Loan Documents and are incorporated by reference herein.
Sample 1
Secured Transaction. Programme pursuant to which the Issuer may issue Securities and enter into other Transactions. Size .................................................. Up to EUR 20,000,000,000 (or the equivalent in other currencies at the date of issue) aggregate nominal amount of Notes outstanding at any one time. Arranger Societe Generale Mortgaged Property No Transaction Security created by any Issuer in respect of any Series of Securities shall benefit Holders of any other Series of Securities issued by (or any other creditors of) it or any other Issuer. The Securities of each Series will be secured in the manner set out in Condition 4 (Transaction Security) of the Terms and Conditions of the Securities (the "Conditions"), including a charge on and/or assignment of and/or other security interest over or in respect of rights to or under the Collateral and the Agency Agreement (as defined in the Conditions) and all sums held from time to time by the Custodian and/or the Issuing and Paying Agent or the Warrant Agent, as the case may be, insofar as such sums relate to that Series. Each Series may also be secured on such additional security as may be described in the relevant Offering Circular Supplement. References in this Offering Circular to "Transaction Security" are to the security constituted by the relevant Supplemental Trust Deed.
Sample 1
Secured Transaction 
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Related to Secured Transaction

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Exempt Transaction Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Default under Specified Transaction The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Concurrent Transactions All documents or other deliveries required to be made by Purchaser or Seller at Closing, and all transactions required to be consummated concurrently with Closing, shall be deemed to have been delivered and to have been consummated simultaneously with all other transactions and all other deliveries, and no delivery shall be deemed to have been made, and no transaction shall be deemed to have been consummated, until all deliveries required by Purchaser and Seller shall have been made, and all concurrent or other transactions shall have been consummated.

  • Failed or Returned Transactions In using the Service, you are requesting the Service to make payments for you from your Payment Account. If we are unable to complete the transaction for any reason associated with your Payment Account (for example, there are insufficient funds in your Payment Account to cover the transaction), the transaction will not be completed. In some instances, you will receive a return notice from the Service. In such case, you agree that:

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • CONTINUING CONNECTED TRANSACTIONS The Company and Hengdeli entered into the Cooperation Agreement for joint development of luxury jewellery retail business. Upon completion of the Acquisition, Xxxxxxxx indirectly owns 15.27% of the entire issued share capital of the Company as at the date of this announcement and is a connected person (as defined under the Listing Rules) of the Company. The Cooperation Agreement and the transactions contemplated therein thus have become the continuing connected transactions of the Company. In anticipation of the future demands of the Group, the Company has recently reviewed its cooperation with Xxxxxxxx. The parties entered into the New Cooperation Agreement on 27 September 2012 which would replace the Cooperation Agreement when approved by the Independent Shareholders at the EGM. Shenzhen Qijingda also entered into the Licence Agreement with Hangzhou Longyun on 1 July 2012. The New Cooperation Agreement and the Licence Agreement also provide for the Annual Caps of the transactions contemplated under the Agreements. As the applicable percentage ratios for the Aggregate Annual Cap exceeds 5% but less than 25% and the Aggregate Annual Cap is also greater than HK$10,000,000 on an annual basis, the New Cooperation Agreement and the Annual Caps are subject to reporting, announcement and Independent Shareholders’ approval requirements under Rule 14A.35 of the Listing Rules. A circular containing, among other things, details of the New Cooperation Agreement, the Licence Agreement, a letter from the Independent Board Committee to the Independent Shareholders, a letter of advice from an independent financial adviser to be appointed by the Company to the Independent Board Committee and Independent Shareholders and a notice convening the EGM will be dispatched to the Shareholders as soon as practicable. Reference is made to the announcements of the Company dated 28 September 2011, 4 November 2011, 7 February 2012 and 13 April 2012 and the circular of the Company dated 2 November 2011 in relation to, inter alia, the Acquisition. Upon the completion of Acquisition, Alpha Key becomes a substantial shareholder of the Company, holding approximately 15.27% of the entire issued share capital of the Company as at the date of this announcement. As Alpha Key is a wholly-owned subsidiary of Hengdeli, Hengdeli is therefore a connected person (as defined under the Listing Rules) of the Company. Reference is also made to the joint announcements of the Company and Hengdeli dated 25 October 2010 and 1 November 2010 in relation to, inter alia, the Cooperation Agreement. The Cooperation Agreement and the transactions contemplated therein have, upon completion of the Acquisition, become continuing connected transactions of the Company pursuant to Chapter 14A of the Listing Rules. The transactions contemplated under the Cooperation Agreement have been carried out on a small scale only and the total considerations do not exceed 0.1% of the applicable percentage ratios of the Listing Rules and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements. In anticipation of the future demands of the Group, the Company has recently reviewed its cooperation with Xxxxxxxx and the following new arrangements have been agreed by the parties.

  • Restricted Transactions From the date hereof until the earlier of i) 120 days after the date of this Agreement or ii) the date that the Holder holds less than 10% of the Securities being sold to the Buyer in this offering remain outstanding, including Conversion Shares, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer, directly or indirectly, solicit, accept, enter into, announce, or otherwise cooperate in any way, assist or participate in or facilitate or encourage, any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any third party to effect any acquisition of securities of the Company by such third party from an existing holder of such securities in connection with a proposed exchange of such securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise).

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