5(a) Sample Clauses

5(a). The Aggregate Majority Lenders and Borrower shall each cooperate in good faith with the other in the calculation of the Borrowing Base in circumstances where the Aggregate Majority Lenders disapprove a Borrowing Base Certificate prepared by Borrower.

5(a). The Conversion Ratio for each class and series of Company Stock shall be the quotient of (1) the sum of (A) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including, for the avoidance of doubt, all shares of Company Restricted Stock and all shares of Company Common Stock issued upon conversion of the Notes) and (B) the aggregate number of shares of Company Preferred Stock outstanding immediately prior to the Effective Time divided by (2) 18,000,000.

5(a). The Seller shall cause Company to register the transfer of the Seller’s Purchased Shares in the Company’s Shareholder Register and shall deliver a copy of the Shareholder Register to the Parent substantially in the form attached hereto as Schedule ‎3.2.5(b).

5(a). Section 5.5(a) of the Employment Agreement is hereby amended by adding the following language at the end of such section: For the avoidance of doubt, the Executive acknowledges and agrees that neither (i) the appointment of a Chief Executive Officer of the Corporation or (ii) the Executive’s change in position or the termination of the Executive’s employment in connection with the appointment of a Chief Executive Officer, in any case, will constitute a termination of employment by the Company without Cause for purposes of this Agreement or any other agreement between the Executive and the Corporation and/or its affiliates.

5(a). Section 10.5(a) is deleted in its entirety and is replaced in full as follows: Each Limited Partner hereby authorizes the Partnership to withhold from, or pay on behalf of or with respect to, such Limited Partner any amount of federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Sections 1441, 1442, 1445,1446 or 1471-1474 of the Code, and any Partnership Level Taxes payable by the Partnership under the BBA Rules, that the General Partner determines relates to one or more specific Partners.

5(a). Subsection 11.1.5(a) of the Credit Agreement is hereby amended in its entirety to read as follows:

5(a). The clause “or additional shares of stock of the Parent (the “Additional Stock Consideration”),” should be inserted after “(the “Cash Consideration”)” and before “as provided in Section 2.5(c) below” in Section 2.5(a).