UCC Matters. Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.
UCC Matters. From and after the Closing Date, Seller will promptly refer all inquiries with respect to ownership of the Assets or the Business to Purchaser. In addition, Seller will execute such documents and financing statements as Purchaser may request from time to time to evidence transfer of the Assets to Purchaser, including any necessary assignments of financing statements.
UCC Matters. From and after the Closing Date, the Owner and the Seller shall promptly refer all inquiries with respect to ownership or operation of the Business Assets or the Business to the Buyer. In addition, the Owner and the Seller shall execute such documents and financing statements as the Buyer may request from time to time to evidence transfer of the Seller's right, title and interest in the Business Assets to the Buyer, including, without limitation, any necessary assignment of financing statements.
UCC Matters. The undersigned confirms, agrees and acknowledges that (i) the Pledgors own all of the issued and outstanding shares of the undersigned, (ii) notwithstanding any provisions in the Organizational Documents, each Pledgor is hereby authorized and permitted to pledge, assign and grant a security interest in the Pledged Collateral in favor of Administrative Agent pursuant to the Pledge Agreement, and (iii) this Agreement and Acknowledgment is intended to, and shall, provide Administrative Agent with “control” over the Pledged Collateral within the meaning of Articles 8 and 9 of the UCC.
UCC Matters. 55 11.11 Covenant Not to Compete.................................................. 55 11.12 Cooperation.............................................................. 55
UCC Matters. Part 2.5(d) of Annex 2 to the Existing Note Purchase Agreements sets forth with respect to the Issuer and each Guarantor, as of the First Restatement Date:
UCC Matters. The Seller shall file and maintain in effect all UCC filings, and shall take such other actions under the UCC, as may be necessary to protect the validity and perfection of Newco’s Assignment Interest under the UCC. The Seller will not change its location (within the meaning of Sections 9-301 and 9-307 of the applicable UCC) or its legal name without at least ten (10) days’ prior written notice to the Purchaser. In the event that the Seller desires to so change its location or change its legal name, the Seller will make any required filings and will deliver to the Purchaser copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.
UCC Matters. The Seller’s exact legal name is “Opiant Pharmaceuticals, Inc.”, and for the preceding 5 years has been either “Opiant Pharmaceuticals, Inc.” or “Lightlake Therapeutics Inc.”. The Seller was renamed from “Lightlake Therapeutics Inc.” to “Opiant Pharmaceuticals, Inc.” on January 28, 2016. The Seller’s principal place of business is, and for the preceding 5 years has been, either located in the State of Nevada, the State of California or the State of New York. The Seller’s jurisdiction of organization is the State of Nevada. For the preceding 5 years, the Seller has not been the subject of any merger or other corporate or other reorganization in which its identity or status was materially changed, except in each case when it was the surviving or resulting entity.
UCC Matters. The Seller’s exact legal name is, and for the preceding 10 years has been, “Cystic Fibrosis Foundation Therapeutics, Inc.” The Seller’s principal place of business is, and for the preceding 10 years has been, located in the State of Maryland. The Seller’s jurisdiction of organization is, and for the preceding 10 years has been, the State of Maryland. For the preceding 10 years, the Seller has not been the subject of any merger or other corporate or other reorganization. The Seller’s organizational identification number (within the meaning of Section 9-516(b)(5)(C)(iii) of the UCC) is D05875059.
UCC Matters. The Purchaser’s exact legal name is, and since June 29, 2011, the date of its formation, has been, “RPI Finance Trust” The Purchaser’s principal place of business is, and since the date of its formation has been, located in the State of Delaware. The Purchaser’s jurisdiction of organization is, and since the date of its formation has been, the State of Delaware. Since the date of its formation, the Seller has not been the subject of any merger or other corporate or other reorganization. The Seller’s organizational identification number (within the meaning of Section 9-516(b)(5)(C)(iii) of the UCC) is 5002077.
