The Chargor. The Chargor may not assign or transfer any of its rights or obligations under this Deed.
The Chargor. The Chargor shall not be entitled to transfer or assign all or any of its rights or obligations in respect of this Mortgage without the prior written consent of the Administrative Agent.
The Chargor. No Chargor shall be entitled to transfer or assign all or any of its rights or obligations in respect of this Debenture without the prior written consent of the Security Trustee.
The Chargor. (a) mortgages and agrees to mortgage, by way of a first legal mortgage, all the Target Shares and the shares in any Subsidiary of the Chargor owned by it or held by any nominee, trustee, custodian or clearance system on its behalf; and
The Chargor. (a) Subject to paragraph (b) of this Clause, the Chargor shall not (nor shall it purport to) assign, transfer, charge or otherwise deal with all or any of its rights under this Deed nor grant, declare or dispose of any right or interest in it without the prior written consent of the Lender.
The Chargor and the Borrower shall remain liable to perform all the obligations assumed by each of them in relation to the Charged Property and the Chargee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Chargor or the Borrower to perform its obligations in respect thereof.
The Chargor. SIGNED AND DELIVERED as ) a deed by XXXXXXXX X. XXXXXX, ) duly authorised for and on behalf of ) /s/ Xxxxxxxx X. Xxxxxx NMT NEUROSCIENCES ) (INTERNATIONAL), INC ) THE AGENT SIGNED by ) duly authorised for and on behalf of ) X. X. XXXXXXX & CO., INC ) EXECUTION: THE CHARGOR SIGNED AND DELIVERED as ) a deed by XXXXXXXX X. XXXXXX, ) duly authorised for and on behalf of ) NMT NEUROSCIENCES ) (INTERNATIONAL), INC ) THE AGENT SIGNED by ) duly authorised for and on behalf of ) /s/ Xxxxxx X. X'Xxxxx X. X. XXXXXXX & CO., INC ) EXHIBIT G --------- NITINOL MEDICAL TECHNOLOGIES, INC. COMPLIANCE CERTIFICATE DATE: ____________, 19__ This certificate is given by Nitinol Medical Technologies, Inc., a Delaware corporation (the "Company"), pursuant to Section 8. 1 (c) of that certain Subordinated Note and Common Stock Purchase Agreement dated as of July 8, 1998 by and among the Company, Whitney Subordinated Debt Fund, L.P. and, for certain purposes, X.X. Xxxxxxx & Co., as such agreement may have been amended, restated, supplemented or otherwise modified from time to time (the "Agreement"). Capitalized terms used herein without definition shall have the meanings set forth in the Agreement. The officer executing this certificate is the Chief Financial Officer of the Company and as such is duly authorized to execute and deliver this certificate on behalf of the Company. By executing this certificate such officer hereby certifies that:
The Chargor. This Deed shall be binding on the successors and permitted assigns of the Chargor.
The Chargor. Executed as a deed by ) [CALLAWAY GOLF EUROPE LIMITED]/[CALLAWAY GOLF EUROPEAN HOLDING COMPANY LIMITED] ) ) and signed by ) Director two Directors or a Director and the ) Company Secretary ) pursuant to a resolution of the Board ) Director/Company Secretary EXECUTION PAGE
The Chargor. Executed as a deed by ) [CALLAWAY GOLF EUROPE LIMITED]/[CALLAWAY GOLF EUROPEAN HOLDING COMPANY LIMITED] ) and signed by ) Director two Directors or a Director and the ) Company Secretary ) pursuant to a resolution of the Board ) Director/Company Secretary AGENT BANK OF AMERICA, N.A By: Name: Title: SCHEDULE E-1 Existing Letters of Credit Issuer Beneficiary Outstanding (USD) Expiration Bank of America Safety National Casualty Company 500,000 February 8, 2012 SCHEDULE 1.1 Commitments of Lenders Lender U.S. Revolver Commitment Canadian Revolver Commitment U.K. Revolver Commitment Total Commitments Bank of America, N.A. $ 54,166,666.67 $ 0 $ 0 $ 54,166,666.67 Bank of America, N.A. (acting through its Canada branch) $ 0 $ 10,833,333.33 $ 10,833,333.33 Bank of America, N.A. (acting through its London branch) $ 0 $ 0 $ 15,000,000 $ 15,000,000 UBS Loan Finance LLC $ 41,666,666.67 $ 0 $ 10,000,000 $ 51,666,666.67 UBS AG Canada Branch $ 0 $ 8,333,333.33 $ 8,333,333.33 Xxxxx Fargo Bank, N.A. $ 41,666,666.67 $ 0 $ 41,666,666.67 Xxxxx Fargo Capital Finance Corporation Canada $ 0 $ 8,333,333.33 $ 8,333,333.33 Xxxxx Fargo Bank, N.A. (London Branch) $ 15,000,000 $ 15,000,000 SunTrust Bank $ 20,833,333.33 $ 4,166,666.67 $ 0 $ 25,000,000.00 Total: $ 158,333,333.34 $ 31,666,666.66 $ 40,000,000 $ 230,000,000.00 SCHEDULE 1.1A to Loan, Guaranty and Security Agreement MANDATORY COST FORMULAE 1 The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with:
