Security Entitlement Sample Clauses

Security Entitlement. Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Offered Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and (i) to sell, transfer and deliver the Offered Securities to be sold by such Selling Stockholder or (ii) to originate an entitlement order with respect to a security entitlement in respect of such Offered Securities.
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Security Entitlement. Subject to certain assumptions and qualifications, upon indication by book entry that the Offered Securities sold by the Selling Shareholders have been credited to a securities account maintained by the Representatives at DTC and payment therefor in accordance with this Agreement, the Representatives will acquire a securities entitlement on behalf of the several Underwriters with respect to the Offered Securities and, under the Uniform Commercial Code as in effect on the date of the opinion in the State of New York, no action based on an “adverse claim” (as defined in UCC Section 8-102) may be asserted against the Underwriters with respect to such security entitlement.
Security Entitlement. The Selling Shareholder has full right, power and authority to hold and transfer its interests in its security entitlement (within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York (the 10 16 "NYUCC")), with respect to the Selling Shareholder Initial Securities to be sold by the Selling Shareholder hereunder. Upon the payment of the purchase price for the Selling Shareholder Initial Securities and the crediting by DTC of the Selling Shareholder Initial Securities to the securities account of the Representative with DTC, each of the Underwriters will acquire a valid security entitlement (within the meaning of Section 8-501 of the NYUCC) in respect of the Selling Shareholder Initial Securities to be purchased by it, and no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on an adverse claim to such Selling Shareholder Initial Securities may be successfully asserted against the Underwriters under the NYUCC.
Security Entitlement. Such Selling Shareholder is (or, with respect to any Future Shares, will be immediately prior the Closing Date) record and beneficial owners of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Shareholder hereunder (other than the Shares to be issued upon exercise of Offering Options), free and clear of all liens, encumbrances, equities or adverse claims; such Selling Shareholder will be, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, assuming due issuance of any Shares to be issued upon exercise of Offering Options, record and beneficial owners of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Shareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, assuming that each Underwriter acquires its interest in the Shares it has purchased from such Selling Shareholder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”)), each Underwriter that has purchased such Shares delivered at each Closing Date to DTC or other securities intermediary by making payment therefor as provided herein and that has had such Shares credited to the securities account or accounts of such Underwriter maintained with DTC or such other securities intermediary will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Shares purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-102 of the UCC) may be successfully asserted against such Underwriter under the UCC as in effect in the State of New York with respect to such Shares.
Security Entitlement. The Lenders have agreed to make Loans to the Borrowers, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrowers, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Pursuant to the Guaranty each of the Guarantors has agreed to guarantee, among other things, all the obligations of the Borrowers under the Credit Agreement and the other Loan Documents. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned upon, among other things, the execution and delivery by the Pledgors of an agreement in the form hereof to secure the Obligations (as defined in the Security Agreement). Accordingly, the Pledgors and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows:
Security Entitlement. Upon indication by book entry that the ADSs have been credited to a securities account maintained by the Representatives at the Depository Trust Company ("DTC") and payment therefor in accordance with the Underwriting Agreement, the Representatives will acquire a securities entitlement on behalf of the several Underwriters with respect to the ADSs and, under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the "NY UCC"), an action based on an adverse claim to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against the Representatives. ANNEX 3 FORM OF OPINION OF XXXXXX & CALDER, CAYMAN ISLANDS COUNSEL TO THE COMPANY
Security Entitlement. Assuming that the Underwriter acquires the Securities it has purchased from such Selling Stockholder without notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York), upon the crediting of such Shares to the securities account of the Underwriter maintained with The Depository Trust Company (“DTC”) and payment therefor by the Underwriter, as provided herein, the Underwriter will have acquired a security entitlement to such Securities, and no action based on any adverse claim may be asserted against the Underwriter with respect to such security entitlement.
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Security Entitlement. When the ADSs are credited by The Depository Trust Company (“DTC”) to the Underwriterssecurities accounts with DTC, and the Underwriters have paid for such ADSs pursuant to the Underwriting Agreement, the Underwriters will have a “security entitlement” (within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “NYUCC”)) to such ADSs, and no action based on an “adverse claim” (as defined in NYUCC Section 8-102) may be successfully asserted against the Underwriters with respect to such security entitlement if, at the time of such purchase, the Underwriters do not have notice of any adverse claim within the meaning of NYUCC Section 8-105.
Security Entitlement. Such Selling Shareholder is record and beneficial owners of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Shareholder will be, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, record and beneficial owners of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Shareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, assuming that each Underwriter acquires its interest in the Shares it has purchased from such Selling Shareholder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”)), each Underwriter that has purchased such Shares delivered at each Closing Date to DTC or other securities intermediary by making payment therefor as provided herein and that has had such Shares credited to the securities account or accounts of such Underwriter maintained with DTC or such other securities intermediary will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Shares purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-102 of the UCC) may be successfully asserted against such Underwriter under the UCC as in effect in the State of New York with respect to such Shares.
Security Entitlement. 11 (e) Delivery of the Common Shares to be Sold............................................................11 (f) Non-Contravention; No Further Authorizations or Approvals Required..................................11 (g) No Registration or Other Similar Rights.............................................................11 (h) No Further Consents, etc............................................................................11 (i) Disclosure Made by the Selling Stockholder in the Prospectus........................................12
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