Additional Acknowledgements and Agreements. Company acknowledges and agrees that Dealer may, during the period from the First Averaging Date to the final Averaging Date (the “Relevant Period”), purchase Shares in connection with this Agreement. Such purchases will be conducted independently of Company. The timing of such purchases by Dealer, the number of Shares purchased by Dealer on any day, the price paid per Share pursuant to such purchases and the manner in which such purchases are made, including without limitation whether such purchases are made on any securities exchange or privately, shall be within the absolute discretion of Dealer. It is the intent of the parties that this Agreement comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act, and the parties agree that this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c), and Company shall not take any action that results in this Agreement not so complying with such requirements. Without limiting the generality of the preceding sentence, Company acknowledges and agrees that (A) Company does not have, and shall not attempt to exercise, any influence over how, when or whether Dealer effects any purchases of Shares in connection with this Agreement, (B) during the period beginning on (but excluding) the date hereof and ending on (and including) the last day of the Relevant Period, neither Company nor its officers or employees shall, directly or indirectly, communicate any information regarding Company or the Shares to any employee of Dealer or its Affiliates responsible for trading the Shares in connection with the transactions contemplated hereby, (C) Company is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act and (D) Company will not alter or deviate from this Agreement or enter into or alter a corresponding or hedging transaction with respect to the Shares, it being understood that the Other Dealer Warrant Settlement Agreements are not intended to be corresponding or hedging transactions. Company also acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification, waiver or...
Additional Acknowledgements and Agreements. Company acknowledges and agrees that (A) Company does not have, and shall not attempt to exercise, any influence over how, when or whether Dealer effects any hedge unwind activity in connection with this Agreement, (B) prior to the Payment Date, neither Company nor its officers or employees shall, directly or indirectly, communicate any information regarding Company or the Shares to any employee of Dealer or its affiliates responsible for trading the Shares in connection with the transactions contemplated hereby and identified to Company and (C) Company is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act.
Additional Acknowledgements and Agreements. The Company understands, acknowledges and agrees that (A) the Company does not have, and shall not attempt to exercise, any influence over how, when or whether Dealer effects any hedge unwind activity in connection with this Agreement; (B) Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into or unwind swaps or other derivative securities for its own account in connection with the termination or amendment of the Confirmations; (C) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the termination or amendment of the Confirmations; (D) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of the Company shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the payment required under this Agreement; (E) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, each in a manner that may be adverse to the Company and (F) Dealer may purchase or sell shares for its own account at an average price that may be greater than, or less than, any price paid by or to the Company in connection with the termination or amendment of the Confirmations.
Additional Acknowledgements and Agreements. Employee hereby acknowledges and agrees that the covenants set forth in this Section 7 are reasonable as to time, scope and area and are not unduly burdensome on Employee. Employee further acknowledges and agrees that the duration of the Covenant Period shall be extended by and for the term of any period during which Employee is in material violation of any covenant set forth in Section 7.3, Section 7.4 or Section 7.5, as the case may be; provided , however, the Covenant Period shall not be extended for a period that exceeds two (2) years pursuant to this Section 7.5. Finally, Employee agrees that if any provision of this Section 7 is so broad, in time, scope, area, or otherwise as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. If at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated or implied herein are unreasonable , the parties agree that the maximum reasonable duration, scope or area shall be substituted for the stated or implied duration, scope or area.
Additional Acknowledgements and Agreements. Company acknowledges and agrees that (A) Company does not have, and shall not attempt to exercise, any influence over how, when or whether Dealer effects any hedge unwind activity in connection with this Agreement and (B) Company is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act.
Additional Acknowledgements and Agreements. The parties acknowledge and agree that:
(a) no loan or Extension of Credit that is set forth on Schedule 2 attached hereto (and no (i) residential Mortgage Loan that (A) is not set forth on Schedule 2 attached hereto and (B) after June 30, 2020 becomes subject to relief under the Joint Resolution or other future laws or regulations (x) similar to the Joint Resolution and (y) in connection with the COVID-19 pandemic or (ii) commercial loan (A) with a balance of under $3 million in unpaid principal and interest, (B) for which the borrower or obligor is not delinquent and (C) that becomes subject to relief provided by PR Bank which such relief is similar to relief provided by PR Bank that is described in the materials provided on behalf of PR Bank by Seller’s counsel to the Buyer’s counsel on May 29, June 3 and June 8, 2020 (all such materials collectively referred to as, the “Materials,” and any loan or Extension of Credit under the foregoing subclauses (i) or (ii) “New Covered Loans” and, together with the loans and Extensions of Credit set forth on Schedule 2 attached hereto, the “Subject Loans” and any relief in respect of New Covered Loans under subclauses (i)(B) or (ii)(C), as applicable, “Similar Relief”)) shall be considered to be a Non-Performing Asset pursuant to clause (iv) of the definition of Non-Performing Asset solely by virtue of being subject to or otherwise affected by one or more borrower relief programs adopted by any Governmental Authority or by the Companies in connection with the COVID-19 pandemic or with any earthquakes affecting the Companies (the pandemic and earthquakes, “Disasters,” and such borrower relief programs, the “Borrower Relief Programs”) (for the avoidance of doubt, this acknowledgment and agreement does not apply with respect to any other condition, circumstance or facts that would otherwise result in any such Subject Loans or other asset being a Non-Performing Asset), including after taking into account any regulatory interpretations relating to such programs and any extension of the relief thereunder (“Extension”), notwithstanding any “moratoriums” on collection, payment accommodation or other borrower relief thereunder, or the impact thereof on the Companies’ financial or regulatory accounting.
(b) Notwithstanding anything herein or in the Purchase Agreement to the contrary, if any Extension of Credit of the Companies (as of the Closing) was subject to a Borrower Relief Program as of June 30, 2020, but was not set fo...
Additional Acknowledgements and Agreements. ● The Client acknowledges receipt of Part 2A Appendix 1 of Stash’s Form ADV and Stash’s Privacy Policy, which may be accessed by clicking on the following links: xxxxx://xxx.xxxxxxxxxxx.xxx/disclosures/StashInvestFormADVPart2.pdf and xxxxx://xxx.xxxxxxxxxxx.xxx/theprivacypolicy. These and other disclosure documents are also available at xxx.xxxxxxxxxxx.xxx/xxxxxxxxxxxxxxxxx. ● The Client agrees to notify us promptly via the Application of any change in the Client’s circumstances that might affect the Client’s Stash Account. ● The Client agrees to notify us promptly via the Application if his or her email address changes. ● The Client hereby grants express permission for electronic delivery of all documents relating to his or her Stash Account. This includes, without limitation, Stash’s Privacy Policy and Part 2A Appendix 1 (Wrap Brochure) of its Form ADV.
Additional Acknowledgements and Agreements. Upon executing this Consent Order, the Respondent agrees that the Summary Suspension Case and Case 02-BP-22 may be withdrawn from OAH’s docket pursuant to Code of Maryland Regulations 09.01.
Additional Acknowledgements and Agreements. ● The Client acknowledges receipt of Part 2A Appendix 1 of StashInvest’s Form ADV and StashInvest’s Privacy Policy, which may be accessed by clicking on the following links: xxxxx://x0.xxxxxxxxx.xxx/disclosureassets/StashInvestFormADV.pdf and xxx.xxxxxxxxxxx.xxx/xxxxxxxxxxxxxxxx. These and other disclosure documents are also available at xxx.xxxxxxxxxxx.xxx/xxxxxxxxxxxxxxxxx.
Additional Acknowledgements and Agreements a. Employee understands and acknowledges that Employee remains bound by any and all agreements with the Company with regard to confidential information, assignment of rights in intellectual property, non-competition and non-solicitation that by their terms remain in effect notwithstanding the termination of employment. Without limiting the foregoing, Employee acknowledges and agrees that Employee’s Invention, Non-Disclosure, and Non-Solicitation Agreement, a copy of which is attached hereto as Exhibit D (the “Restrictive Covenant Agreement”) shall continue to remain in full force and effect pursuant to its terms and that Employee shall honor them.
b. Employee further agrees that Employee will not, directly or indirectly, make any disclosure of the Company’s confidential information to anyone or make any use of confidential information on Employee’s own behalf or on behalf of any third party, without the Company’s prior written consent. Notwithstanding the foregoing, Employee understands that Employee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
c. Employee agrees to permit the Company to examine any personal electronic devices that Employee owns that Employee has used in connection with Employee’s employment with the Company, including, without limitation, any personal computers or smart phones. Employee further agrees that the Company has the right to remove any information pertaining to the Company or Employee’s employment with the Company from such devices.
d. Employee agrees that Employee will not in any way communicate or discuss the terms of this Agreement, including but not limited to the amount paid to Employee, with any person other than Employee’s spouse, attorney or tax advisor. Employee shall inform Employee’s spouse, attorney and tax advisor of the confidential nature of this Agreement. The Company understands and agrees that the contents of the negotiations and discussions resulting in this Agreement shall be maintained as confidential and shall not be disclosed to any third parties, except to the extent required by fed...
