Acknowledgment by Company. The Company covenants and agrees not to make any distribution or payment to the Subordinated Creditor in violation of the terms of this Agreement.
Acknowledgment by Company. The parties hereby acknowledge and agree that the acceptance of any Shares for payment pursuant to the Offer or other tender offer for a majority of the outstanding Shares will constitute a "change of control" under the terms of the various agreements governing the Options set forth on Schedule II hereto and that for purposes of the transactions contemplated by this Agreement all restrictions on transferability and vesting applicable to any of the Unvested Stock or restricted Shares on Schedule I hereto shall be terminated.
Acknowledgment by Company. The Company will, at the time of or ------------------------- at any time after each exercise of this Warrant, upon the request of the holder hereof or of any shares of Common Stock issued upon such exercise, acknowledge in writing its continuing obligation to afford to such holder all rights to which such holder shall continue to be entitled, after such exercise in accordance with the terms of this Warrant, provided, that if any such holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Company to afford such rights to such holder.
Acknowledgment by Company. Company represents and warrants that neither the Buyer, nor any persons or entities representing or purporting to represent the Buyer have made any representation or warranty which is not contained expressly in this Agreement or any other agreements referred to herein. Without limiting the foregoing, Company specifically acknowledges that the Buyer has made no representations that it is a "long term" investor in the Company, or that it intends to hold the Debenture or shares of stock in the Company (obtained by conversions of the Debenture) for any period beyond that which is required under the Securities Act. Company further acknowledges that the Buyer may hedge the shares of stock in the Company prior to or after the conversions of the Debenture, provided that such hedging is done in compliance with the Securities Act, the 1934 Act, any rules applicable to securities traded on the NASD/National Market System and the express terms of this Agreement, the Debenture, the Warrants and the Registration Rights Agreement.
Acknowledgment by Company. If, after a Change in Control, the Company fails to reasonably confirm that it has performed the obligation described in Section 14.1 within twenty (20) days after written notice from Executive, such failure shall be a material breach of this Agreement and shall entitle Executive to resign for Good Reason and to receive the benefits provided under this Agreement in the event of Termination Upon a Change in Control.
Acknowledgment by Company. Company represents and warrants that neither the Buyer, nor any persons or entities representing or purporting to represent the Buyer have made any representation or warranty which is not contained expressly in this Agreement or any other agreements referred to herein. Without limiting the foregoing, Company specifically acknowledges that the Buyer has made no representations that it is a "long term" investor in the Company, or that it intends to hold the Preferred Stock or shares of stock in the Company (obtained by conversions of the Preferred Stock) for any period beyond that which is required under the Securities Act. Company further acknowledges that the Buyer may hedge the shares of stock in the Company prior to or after the conversions of any of the Preferred Stock, provided that such hedging is done in compliance with the Securities Act, Securities Exchange Act, any rules applicable to securities traded on the NASDAQ "Bulletin Board" and the express terms of this Agreement, the Certificate of Designation for the Preferred Stock and the Registration Rights Agreement. Notwithstanding the foregoing, provided that the Company has not defaulted hereunder or under any other agreement entered into in connection herewith (including, without limitation, the Registration Rights Agreement and the Certificate of Designation for the Preferred Stock, both dated the date hereof), each Buyer acting individually shall not "short" (as such term is defined by the Securities Act) shares of Common Stock (calculated pursuant hereto at the time such shares of Common Stock are shorted) in excess of twenty percent (20%) of the sum of (i) the aggregate number of shares of Common Stock the Buyer would receive if all of the shares of Preferred Stock (then held by such Buyer) were converted by Buyer on the day of the "short" sale, plus (ii) the number of shares of Common Shares held by (or deliverable to) such Buyer on the day of the "short sale" as a result of prior conversions.
Acknowledgment by Company. Company represents and warrants that neither the Buyer, nor any persons or entities representing or purporting to represent the Buyer have made any representation or warranty which is not contained expressly in this Agreement or any other agreements referred to herein. Without limiting the foregoing, Company specifically acknowledges that the Buyer has made no representations that it is a "long term" investor in the Company, or that it intends to hold the Preferred Stock or shares of stock in the Company (obtained by conversions of the Preferred Stock) for any period beyond that which is required under the Securities Act. Company further acknowledges that the Buyer may hedge the shares of stock in the Company prior to or after the conversions of any of the Preferred Stock, provided that such hedging is done in compliance with the Securities Act, Securities Exchange Act, any rules applicable to securities traded on the NASDAQ - Bulletin Board (if applicable) and the express terms of this Agreement, the Certificate of Designation for the Preferred Stock and the Registration Rights Agreement.
Acknowledgment by Company. If after a Change of Control the Company (or any Successor) fails to reasonably confirm that it has performed the obligation described in Section 11.1 within ten (10) days after written notice from an Executive, an Executive shall be entitled to terminate his employment with the Company for Good Reason, and to receive the benefits provided under this Agreement in the event of Termination Upon Change of Control.
Acknowledgment by Company. The Company is not relying and has not relied on any representations or warranties whatsoever regarding the Transactions or the subject matter of this Agreement, express or implied, except for the representations and warranties of Guarantor set forth in Section 8.10(b) and of Parent and Merger Sub set forth in Section 3. Such representations and warranties by Guarantor, Parent and Merger Sub constitute the sole and exclusive representations and warranties of Guarantor, Parent and Merger Sub in connection with the Transactions and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Guarantor, Parent and Merger Sub.
Acknowledgment by Company. The Company covenants and agrees not to make any distribution or payment to the Subordinated Creditor in violation of the terms of this Agreement. The Company further acknowledges and agrees that any payments or other amounts received by the Senior Lenders which are required to be turned over or otherwise remitted by the Senior Lenders to other creditors of the Company pursuant to the terms of the subordination agreements described in Section 9 of this Agreement shall not be deemed to be payments on the Convertible Debentures.
