Future Security Sample Clauses

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Future Security. The Company and ▇▇▇▇▇ Agri will execute the Share Pledges relating to the Shares of the Initial Guarantors within 20 Business Days following the Issue Date and on or prior to the twentieth Business Day following the Bols Acquisition, the Company, ▇▇▇▇▇ Agri and Botapol will pledge the Additional Shares on a first ranking basis to secure the Notes pursuant to the terms of the Additional Share Pledges. At the time of execution of the Additional Share Pledges, the Company shall deliver to the Trustee opinions of counsel as to (i) the due authorization, execution and delivery of, and valid, binding and enforceable nature of the Additional Share Pledges, (ii) non-contravention of charter and by-laws, Dutch laws or Polish laws, as applicable, and material agreements, and (iii) valid and perfected security interest, and such other opinions set out in the Indenture.
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Future Security. Upon the close of Borrower’s anticipated private financing (the “New Private Financing”), which is expected to commence no later than ten (10) business days following the date that the Borrower files a Current Report on Form 8-K disclosing the share exchange transaction between the Borrower, eWellness Corporation (“eWellness”), A▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ and eWellness’ shareholders, this Note shall automatically convert into the securities (the “New Securities”) to be issued in New Private Financing upon the same terms as new investors in the New Private Financing.
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Future Security. The Borrower agrees that it will cause any present or future Person that is or becomes a Borrower Subsidiary to provide to the Administrative Agent a guarantee and postponement of claim and the security agreements, mortgages and charges required to be provided by any such Subsidiary as described in Article 7, to be accompanied by supporting resolutions, certificates and opinions in form and substance reasonably satisfactory to the Administrative Agent, and to be provided concurrently with any Person becoming a Borrower Subsidiary or upon the completion of the acquisition of such property, as the case may be.
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Future Security. At any time and from time to time the Pledgor may deliver to the Lender Pledged Securities, accompanied by a written order of the Pledgor as owner thereof, identifying the Pledged Securities and stating that the same are to form part of the security hereunder. Any Pledged Securities delivered by the Pledgor to the Lender under any provisions of this Pledge Agreement shall become and be subject to the provisions of this Pledge Agreement as fully and completely as though now owned by the Pledgor and delivered at the time of the execution hereof.
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Future Security. (a) Each Obligor will procure that any Group Member which: (1) has not entered into a Security over all or substantially all of its assets; or (2) owns an asset which (in the opinion of the Lender, acting reasonably) is material and which is not subject to a first priority security interest under a Security, (in either case the “Relevant Assets”) will (unless prohibited by law) after being required to do so by the Lender execute a Security (in form and substance satisfactory to the Lender) over the Relevant Assets as security for all indebtedness under the Finance Documents. (b) When a Security is entered into under 10.2(a), the Borrower will deliver to the Lender: (1) the original Security executed by the relevant Group Member and the Lender; (2) an officer’s certificate in the form of Schedule 3 and a share mortgage in respect of its Subsidiaries, each in each relation to the relevant Group Member; and each satisfactory to the Lender.
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Future Security. (i) At such time as the Sonopress Indebtedness (as defined in the Notes) has been repaid in full or is otherwise terminated, cancelled or forgiven (the “Sonopress Termination”), the Company shall use its best efforts to promptly (and shall promptly cause its Subsidiaries to) secure the Company’s liabilities and obligations under the Notes by granting to the Buyers a second priority perfected security interest in all of the assets and properties of the Company (and its Subsidiaries), including (without limitation) the capital stock and assets and properties of each of the Company’s Subsidiaries, junior solely to the lien securing the Permitted Senior Indebtedness (collectively, the “Second Priority Interests”), which Second Priority Interests shall be evidenced by documentation reasonably satisfactory to the Buyers. (ii) The Company shall not amend, modify or refinance any of its Permitted Senior Indebtedness (as defined in the Notes) unless, prior to or contemporaneously therewith, the Company shall have secured its liabilities and obligations under the Notes by (A) in the event that the Sonopress Termination shall have occurred, granting (and causing its Subsidiaries to grant) the Second Priority Interests to the Buyers, or (B) in the event that the Sonopress Termination shall not then have occurred, by granting (and by causing its Subsidiaries to grant) to the Buyers a third priority perfected security interest in all of the assets and properties of the Company (and its Subsidiaries), including (without limitation) the capital stock and assets and properties of each of the Company’s Subsidiaries, junior solely to the liens securing the Permitted Senior Indebtedness and the Sonopress Indebtedness (collectively, the “Third Priority Interests”), and shall evidence the security interest contemplated by clauses (A) or (B), as applicable, by documentation reasonably satisfactory to the Buyers. (iii) Notwithstanding anything to the contrary contained in Sections 4(p)(i) and 4(p)(ii) hereof, the Company (and its Subsidiaries) shall use its best efforts to grant (and to cause its Subsidiaries to grant) the Third Priority Interests to the Buyers within 120 days after the date of this Agreement. (iv) Notwithstanding anything to the contrary contained in Sections 4(p)(i), 4(p)(ii) and 4(p)(iii) hereof, (A) the Company (and its Subsidiaries) shall not grant the Second Priority Interests to any Buyer, nor shall any Buyer accept any such grant, unless each Buyer and ▇▇...
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Future Security. (a) The Company will not, and will not permit any Subsidiary to, directly or indirectly, create, incur or suffer to exist any lien upon any of its property or assets (including Capital Stock of a Subsidiary of the Company), whether owned on the original issue date of the Notes or acquired after that date, or any interest therein or any income or profits therefrom, which lien is securing any Capital Markets Indebtedness incurred by the Company or any of its Subsidiaries after the original issue date of the Notes (such lien, the “Initial Lien”), unless, on the date on which such Initial Liens are incurred, the obligations of the Company under the Notes and this Indenture (or, if applicable, the relevant Note Guarantee) are secured by the Initial Lien or a lien equally and ratably with the Capital Markets Indebtedness secured by such Initial Lien for so long as such Capital Markets Indebtedness is so secured provided, however, that a lien securing the obligations of the Company under the Notes and this Indenture (and any Notes Guarantee) shall not be required to the extent and for so long as the granting of such lien would reasonably be expected to give rise to or result in: (1) any breach or violation of statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference or thin capitalization rules, retention of title claims, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) a material risk or liability for the officers, directors or (except in the case of a Subsidiary that is a partnership) shareholders of such Subsidiary (or, in the case of a Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any material cost, expense, liability or obligation (including with respect to any taxes) other than (i) the liability or obligation arising pursuant to a grant of the lien and (ii) reasonable and documented out of pocket expenses; provided that the foregoing exclusions shall not apply to the extent the corresponding grant of a lien by such Subsidiary securing such Capital Markets Indebtedness would result in a materially similar breach, violation, risk, liability, cost, expense or obligation (as applicable). In connection with the Company’s obligation hereunder to equally and ratably secure the Notes, at the request of the Company and without the consent of any of the Holders, each of the Holders ...
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Related to Future Security

  • Future Services The Consultant acknowledges each of the following with regard to performing future services for the City: • The Consultant’s performance of the services required by this Agreement may create an actual or appearance of a conflict of interest with regard to the Consultant performing or participating in the performance of some related future services, particularly if the services required by this Agreement comprise one element or aspect of a multi-phase process or project; • Such an actual or appearance of a conflict of interest would be a ground for the City to disqualify the Consultant from performing or participating in the performance of such future services; and • The Consultant is solely responsible for considering what potential conflicts of interest, if any, performing the services required by this Agreement might have on its ability to obtain contracts to perform future services.

  • SOFTWARE SECURITY If applicable, BA warrants that software security features will be compatible with the CE’s HIPAA compliance requirements. This HIPAA Business Associate Agreement-Addendum shall supersede any prior HIPAA Business Associate Agreements between CE and BA.

  • Actions Binding on Future Securityholders At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder of a Security of that series that is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities of that series.

  • FUTURE SERVICE BENEFITS If the Supplier is rejoining the Schemes for the first time, the Supplier shall procure that the Fair Deal Employees shall be either admitted to or offered continued membership of the relevant section of the Schemes that they became eligible to join on the Relevant Transfer Date and shall continue to accrue or accrue benefits in accordance with the provisions governing the relevant section of the Schemes for service from (and including) the Relevant Transfer Date. If staff have already been readmitted to the Schemes, the Supplier shall procure that the Fair Deal Employees, shall be either admitted into, or offered continued membership of, the relevant section of the Schemes that they currently contribute to, or were eligible to join immediately prior to the Relevant Transfer Date and the Supplier shall procure that the Fair Deal Employees continue to accrue benefits in accordance with the provisions governing the relevant section of the Schemes for service from (and including) the Relevant Transfer Date. The Supplier undertakes that should it cease to participate in the Schemes for whatever reason at a time when it has Eligible Employees, that it will, at no extra cost to the Customer, provide to any Fair Deal Employee who immediately prior to such cessation remained an Eligible Employee with access to an occupational pension scheme certified by the Government Actuary’s Department or any actuary nominated by the Customer in accordance with relevant guidance produced by the Government Actuary’s Department as providing benefits which are broadly comparable to those provided by the Schemes at the relevant date. The Parties acknowledge that the Civil Service Compensation Scheme and the Civil Service Injury Benefit Scheme (established pursuant to section 1 of the Superannuation Act 1972) are not covered by the protection of New Fair Deal.

  • Trust Indenture Act Section    Indenture Section 310(a)(1) 7.09 (a)(2) 7.09 (a)(3) N.A.