Merrxxx Xxxcx Xxxernational Sample Clauses

Merrxxx Xxxcx Xxxernational. Bear, Steaxxx Xxxernational Limited........................... Donaxxxxx, Xxfkxx & Xenrxxxx Xxxernational.................... Bank of America International Limited......................... --------- Total International Firm Shares......................... 1,440,000 ========= 29 EXHIBIT A [FORM OF LOCK-UP LETTER] ____________, 1999 Morgxx Xxxnxxx & Xo. Incorporated Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated Bear, Steaxxx & Xo. Inc. Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation Banc of America Securities LLC c/o Morgan Stanxxx & Xo. Incorporated 1585 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxrgxx Xxxnxxx & Xo. International Limited Merrxxx Xxxcx Xxxernational Bear, Steaxxx Xxxernational Limited Donaxxxxx, Xxfkxx & Xenrxxxx Xxxernational Bank of America International Limited c/o Morgan Stanxxx & Xo. International Limited 25 Cxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX England Dear Sirs and Mesdames: The undersigned understands that Morgxx Xxxnxxx & Xo. Incorporated ("MORGXX XXXNXXX") xnd Morgxx Xxxnxxx & Xo. International Limited ("MSIL") propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with Martxx Xxxxxxx Xxxing Omnimedia, Inc., a Delaware corporation (the "COMPANY") providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including Morgxx Xxxnxxx xxx MSIL (the "UNDERWRITERS") of 7,200,000 shares (the "SHARES") of the Class A Common Stock, $.01 par value, of the Company (the "COMMON STOCK"). 30 To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgxx Xxxnxxx xx behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be set...
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Merrxxx Xxxcx Xxxernational. Fox-Xxxx, Xxxxxx X.X......................................... ------- ------- Total............................................... 700,000 105,000 ======= =======
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Merrxxx Xxxcx Xxxernational. Bear, Steaxxx Xxxernational Limited..................................
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Merrxxx Xxxcx Xxxernational. Total International Firm Shares................ ====================== SCHEDULE C SUBSIDIARIES OF THE COMPANY
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Merrxxx Xxxcx Xxxernational. Morgxx Xxxnxxx & Xo. International. . . . . . . . . . . Swiss Bank Corporation, acting through its division SBC Warburg Dillon Read . . . . . . . . . . . . . . . . . . SCHEDULE B NUMBER OF INTERNATIONAL FIRM NUMBER OF OPTIONAL SELLING STOCKHOLDER SECURITIES TO BE SOLD SECURITIES TO BE SOLD -------------------- --------------------- ---------------------
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Merrxxx Xxxcx Xxxernational. Morgxx Xxxnxxx & Xo. International Limited......................... Smitx Xxxxxx Xxx................................................... [NAMES OF OTHER MANAGERS].......................................... Total............................................
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Related to Merrxxx Xxxcx Xxxernational

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxxxx Xxx Xxxxxx Xxx, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • Xxxxxx, Xxxxxx X Xxxxxx has been with the Office of the Chairman of Insignia 000 Xxxx Xxxxxx and has been Chairman of Insignia/ESG, Inc. since July 1996. Prior to New York, NY 10166 July 1996, Xx. Xxxxxx'x principal employment for more than the prior five years was as a founder and Chairman of Xxxxxx X. Xxxxxx Company, Incorporated ("ESG"), a commercial property management and brokerage firm located in New York, New York that was acquired by Insignia in June 1996.

  • Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, counsel for the Issuer, MP Renaissance and Mon Power, shall have furnished to the Representatives their written opinion, dated the Closing Date and in form and substance reasonably acceptable to the Representatives, addressing the matters set forth in Exhibit 10(j) and such other matters as the Representatives may reasonably request.

  • Xxxxxx, Xx Xxxxxxx X.

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • XXX XXXXXXX Xxx The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

  • Earnxxx Xxxey Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

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