LUK definition
Examples of LUK in a sentence
This Agreement may be amended, modified or supplemented only by a written instrument executed by LUK and the Company.
LUK is qualified as a foreign corporation to transact business in each jurisdiction where it is required to be so qualified, except where the failure to be so qualified would not have a material adverse effect on the business, financial condition or results of operation of LUK and its subsidiaries taken as a whole.
LUK has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York with corporate power and authority to own, lease and operate its properties and to conduct its business as currently being and as proposed to be conducted and to enter into and perform its obligations under this Agreement.
Upon any such permitted assignment, the references in this Agreement to LUK shall also apply to any such assignee unless the context otherwise requires; provided, however, that the conditions set forth in Section 7.2 shall continue to apply to LUK.
LUK agrees that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any of the Securities), except in compliance with the Act and the rules and regulations thereunder.
LUK represents and warrants that it is purchasing the Securities for its own account, for investment purposes and not with a view to the distribution thereof, except in compliance with the provisions of the Securities Act of 1933, as amended (the "Act").
The parties hereto acknowledge that irreparable damage would result if this Agreement were not specifically enforced, and they therefore consent that the rights and obligations of the parties under this Agreement, including the Company's obligation to sell the Securities to LUK, may be enforced by a decree of specific performance issued by a court of competent jurisdiction.
The issuance of the Securities has been duly authorized and, upon delivery to LUK of certificates therefor against payment in accordance with the terms hereof, the Securities will have been validly issued and fully paid and non-assessable, free and clear of all pledges, liens, encumbrances and preemptive rights.
LUK has the requisite corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereby.
The Company shall pay all transfer, excise or similar taxes in connection with the issuance, sale, delivery or transfer by the Company to LUK of the Securities and shall save LUK and any other holder of the Securities harmless without limitation as to time against any and all liabilities with respect to such taxes.