Adverse Right definition

Adverse Right all (if any) rights of light and air and any other rights and easements whatever (including any rights and easements in respect of Conduits) and all (if any) other Restrictions enjoyed over any Site or proposed Site in question respectively by any Adjoining Property or Adjoining Owners “Aerobic Digestion” the decomposition of waste under microbial action in the presence of oxygen “Affiliate” in relation to any person, any holding company or subsidiary of that person or any subsidiary of such holding company and “holding company” and “subsidiary” shall have the meanings given in section 736 of the Companies Act 1985

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Adverse Right means (a) any option, warrant, right (including, without limitation, a conversion or pre-emptive right of first refusal), agreement or commitment which provides for the issue, subscription or purchase by or from a Group Company or a Seller, or which are otherwise convertible or exercisable into or exchangeable for, any share, debenture or other security of any kind in the capital of a Group Company, (b) any right, agreement or commitment to purchase, redeem or otherwise acquire any such share, debenture or other security, (c) any other security, arrangement or agreement which may require the allotment, issue, transfer, pledge or hypothecation of any such share, debenture or other security of any kind, or (d) any right under any shareholders agreement, voting trust, proxy, Constituting Document of a Group Company or other agreement or arrangement relating to the transfer holding, voting, purchase, redemption, issue or acquisition of, or payment of dividends or distribution in respect of, any such share, debenture or other security;

Adverse Right means, save as has been waived pursuant to this Agreement, (i) any option, warrant, right (including a conversion or preemptive right of first refusal), agreement or commitment that provides for the issue, subscription or purchase, or which is otherwise convertible or exchangeable into, or exercisable for, any share, debenture or other security interest of any kind of any of the equity or capital of the Bank, (ii) any other security, arrangement or agreement which may require the allotment, issue or transfer of any such share, debenture or other security interest in the Bank and (iii) any right under any shareholders agreement, voting agreement, joint venture, voting trust, proxy or other agreement or arrangement relating to the holding, voting, purchase, redemption, issue or acquisition of, or payment of dividends or distributions in respect of, any such share, debenture or other security interest in the Bank, in each case, including any such rights that are contingent, unvested or otherwise come into effect at a later date.

Examples of Adverse Right in a sentence

• Issue, sell, split, combine, reclassify or otherwise permit to become outstanding, or dispose of, allow the creation of an Adverse Right in respect of or permit a Lien to be placed on any shares of its stock, or authorize or propose the creation of any additional shares of its stock or Rights with respect to its stock.

• The outstanding shares of Bank Common Stock have been duly authorized and are validly issued and outstanding, fully paid and non-assessable and are not subject to any Adverse Right (and were not issued in violation of any preemptive rights).

• Shareholder (i) is the record and beneficial owner of, and has good and valid title to, all of the shares of Bank Common Stock, free and clear of any Liens or Adverse Rights, and no authorization for any such Lien or Adverse Right has been given and (ii) controls one hundred percent (100%) of the voting power of the Bank required to vote on, or give its written consent to, the transactions contemplated hereby.

• Issue, sell, split, combine, reclassify or otherwise permit to become outstanding, or dispose of, allow the creation of an Adverse Right in respect of or permit a Lien to be placed on any shares of its capital stock, or authorize or propose the creation of any additional shares of its capital stock or Rights with respect to its capital stock.

• The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and non-assessable and are not subject to any Adverse Right (and were not issued in violation of any preemptive rights).

• If the Works cannot be carried out without interfering with an Adverse Right or with any Apparatus, the Tenant shall obtain as soon as practicable all necessary Consents and shall pay such compensation as may be required for the giving of any such Consent.

• Collectively, the Shareholders (i) are the record and beneficial owners of, and have good and valid title to, all of the shares of Company Common Stock, free and clear of any Liens or Adverse Rights, and no authorization for any such Lien or Adverse Right has been given and (ii) control one hundred percent (100%) of the voting power of the Company required to vote on, or give its written consent to, the Merger and the transactions contemplated hereby.

More Definitions of Adverse Right

Adverse Right means any charge, encumbrance, proprietary or security interest, right of retention, lien or privilege (“privlège”/“voorrecht”) or other right or claim in, over or on any person’s assets in favour of any other persons (other than the Originator with which the Obligor has entered into a contract of sale) (but excluding the rights of any Obligor in respect of the use or possession of goods in accordance with the sales contracts under which Purchased Receivables arise).

Adverse Right means: (a) any rights of light and air and any other rights and easements; (b) all local land charges, orders, resolutions, restrictions, covenants, agreements, directions served or made by any Relevant Authority; (c) any leases, tenancies, licences or Affected Party other rights of occupation; or (d) any other matter affecting the title to the Sites which prevents, delays or disrupts the carrying out of the Works and/or the provision of the Services by the Contractor or any Contractor Related Party; has the meaning given to it in the definition of Force Majeure Event in this clause 1.1 (Definitions); Affected Site(s) have the meaning given in clause 18.9.1; Affiliate in relation to any person, any holding company or subsidiary of that person or any subsidiary of such holding company, and “holding company” and “subsidiary” shall have the meaning given to them in Section 736 of the Companies Act 1985; Agent the person from time to time fulfilling the role as agent for the Senior Lenders under the Senior Financing Agreements; Agreed Form in relation to any document, the form of the document agreed between the parties and initialled by or on behalf of the parties for the purpose of identification; Agreement this agreement (including its Schedules); Alterations means any alteration, demolition, extension or addition to any School in each case of a structural nature; Alvechurch Middle School means the School identified as such in Schedule 4; Amended Reinstatement Outline has the meaning given to it in clause 65.3.3 (Obligations) Ancillary Documents the Building Contract, the FM Agreement and the guarantees in the Agreed Form under which the obligations of the Building Contractor under the Building Contract and the FM Contractor under the FM Contract are respectively guaranteed and any other Project Documents to which the Authority is not a party and which are listed in Part 1 of Schedule 17 (Project Documents and Ancillary Documents) as they may be amended or replaced from time to time; Ancillary Intellectual Property Rights any and all Intellectual Property Rights which are not Generated Intellectual Property Rights including without limitation any Intellectual Property Rights created prior to the date of this Agreement by the Contractor;

Adverse Right all (if any) rights of light and air and any other rights and easements whatever (including any rights and easements in respect of Conduits) and all (if any) other Restrictions enjoyed over any Site by any Adjoining Property or Adjoining Owners; "Affiliate" in relation to any person, any holding company or subsidiary of that person or any subsidiary of such holding company and "holding company" and "subsidiary" shall have the meanings given to them in section 736 of the Companies ▇▇▇ ▇▇▇▇;

Adverse Right means, save as has been waived pursuant to this Agreement, (i) any option, warrant, right (including a conversion or preemptive right of first refusal), agreement or commitment that provides for the issue, subscription or purchase, or which is otherwise convertible or exchangeable into, or exercisable for, any share, debenture or other security interest of any kind of any of the equity or capital of the Company or any of its Subsidiaries, (ii) any other security, arrangement or agreement which may require the allotment, issue or transfer of any such share, debenture or other security interest in the Company or any of its Subsidiaries and (iii) any right under any shareholders agreement, voting agreement, joint venture, voting trust, proxy or other agreement or arrangement relating to the holding, voting, purchase, redemption, issue or acquisition of, or payment of dividends or distributions in respect of, any such share, debenture or other security interest in the Company or any of its Subsidiaries, in each case, including any such rights that are contingent, unvested or otherwise come into effect at a later date.

Adverse Right means, save as has been waived pursuant to this Agreement, (i)any option, warrant, right (including a conversion or preemptive right of first refusal), agreement or commitment that provides for the issue, subscription or purchase, or which is otherwise convertible or exchangeable into, or exercisable for, any share, debenture or other security interest of any kind of any of the equity or capital of the Company or any of its Subsidiaries, (ii)any other security, arrangement or agreement which may require the allotment, issue or transfer of any such share, debenture or other security interest in the Company or any of its Subsidiaries and (iii)any right under any shareholders agreement, voting agreement, joint venture, voting trust, proxy or other agreement or arrangement relating to the holding, voting, purchase, redemption, issue or acquisition of, or payment of dividends or distributions in respect of, any such share, debenture or other security interest in the Company or any of its Subsidiaries, in each case, including any such rights that are contingent, unvested or otherwise come into effect at a later date.