Additional Agreements and Acknowledgements. (a) Each undersigned Holder (i) confirms that such Holder (A) has made its own investigation of Acquiror and Holdings and has had the opportunity to ask representatives of Holdings and Acquiror questions with regard to the subject matter of this Agreement and the Merger Agreement, (B) has had a reasonable time and opportunity to consult with such Holder’s financial, legal, tax and other advisors, if desired, before signing this Agreement, (C) has entered into this Agreement, on behalf of itself and the other Releasing Parties, voluntarily, with the intention of fully and finally extinguishing all Claims other than the Retained Claims, and (D) has received and had a reasonable opportunity to review and understand the Merger Agreement, and (ii) represents and warrants that such Holder has not relied, in whole or in part, on any statements or representations made by or on behalf of any Released Parties in connection herewith or otherwise (other than any express representations or warranties given by a Released Party and set forth in the Merger Agreement or any Ancillary Agreement).
(b) Each undersigned Holder represents and warrants that such Holder has all requisite power and authority and full legal capacity to execute and deliver this Agreement, and to carry out such Holder’s obligations hereunder. This Agreement has been duly executed and delivered by such Holder, and constitutes the valid and binding obligation of such Holder, enforceable in accordance with its terms.
(c) This Agreement shall be construed exclusively in accordance with, and governed in all respects exclusively by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws).
(d) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and such party’s successors and assigns (if any); provided, however, that no Holder may assign this Agreement or any rights or obligations hereunder (by operation of law or otherwise) to any Person without Acquiror’s prior written consent.
(e) Each Beneficiary and each of the other Released Parties and each of their respective successors and assigns are intended third party beneficiaries of this Agreement.
(f) Each undersigned Holder acknowledges that (i) this Agreement is intended to be a material inducement for Holdings, Acquiror, Acquiror Merger Sub, and Newco to, and (ii) Holdings, Acquiror, Acquiror Merger Sub, and Newco will be relying on such Holder’s execution and delivery t...
Additional Agreements and Acknowledgements. (a) By execution and delivery of this Agreement, Borrower hereby acknowledges, confirms and reaffirms that the full amount of the Indebtedness and its obligations in respect thereof are currently due and payable and Borrower has no claim, defense, setoff or counterclaim against the Lender or any of its officers, directors, employees, affiliates, agents or attorneys with respect to such amounts. In addition, Borrower hereby acknowledges that the Loan Documents are in full force and effect and there are no oral agreements or understandings that modify or alter the terms thereof. Nothing contained in this Agreement shall constitute a waiver of, or affect the enforceability of, any other Document. Borrower hereby expressly waives any right to notice of sale or any right to a public sale under the Uniform Commercial Code, as in effect in New York.
(b) Lender reserves any and all rights and remedies it may have against the Borrower and any and all Collateral provided by the Loan Documents or hereby. Nothing contained in this Agreement shall constitute a limitation upon or waiver of such rights and remedies available to Lender under the terms of the Loan Documents nor shall anything contained herein absolve the Borrower from any liability arising pursuant to the terms of the Loan Documents and the Note, as amended pursuant to this Agreement and the Amended Note from and after the Foreclosure date.
(c) Borrower agrees to pay on demand all reasonable fees and expenses incurred by Lender (including, without limitation, the fees and disbursements of counsel) in connection with the Indebtedness, the preparation, execution, delivery, enforcement, maintenance, and amendment of this Agreement and the documents and instruments referred to herein, including, without limitation, the fees and expenses incurred by Lender (including, without limitation, the reasonable fees and disbursements of counsel) in connection with any waiver or consent to the Loan Documents, and in connection with any restructuring of the Loan Documents, and enforcement thereof and collection and credit administration thereunder.
Additional Agreements and Acknowledgements. (a) The Investor agrees with SPAC that without written consent of the SPAC, the Investor will not to transfer, assign or sell any Transferred Shares held by it until the earlier of (i) one year after the date the SPAC consummates a Business Combination (as defined below) and (ii) the earlier to occur of, subsequent to a Business Combination, (A) the first date on which the last reported sale price of the Common Stock equals or exceeds $12.00 per share of stock (as adjusted for stock sub-divisions, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation a Business Combination and (B) the date on which the post Business Combination SPAC consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the post Business Combination SPAC’s stockholders having the right to exchange their Common Stock (or any successor security thereto) for cash, securities or other property. The Transferred Shares owned directly or indirectly by the Investor will not be subject to additional lock-up restrictions other than those detailed in this Section 5(a) and as required by the federal and state securities laws. For the avoidance of doubt, this Section 5 shall not (i) restrict the Investor from transferring, assigning or selling any Common Stock, warrants (including Shares of Common Stock issuable upon the exercise thereof) or units acquired in the IPO or in the open market or any warrants or shares of common stock of the post Business Combination SPAC (including shares issuable upon the exercise of such warrants) acquired in the open market, (ii) prevent the Investor from seeking redemption for any Common Stock it acquires in the IPO or in the open market in accordance with the terms and conditions applicable to the Common Stock and the IPO described in the Registration Statement or (iii) restrict the Investor from transferring, assigning or selling any of the Transferred Shares to an affiliate (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended, of the Investor.
(b) Investor acknowledges that the SPAC was formed for the purpose of effecting a merger, amalgamation, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Investor acknowledges and agrees that...
Additional Agreements and Acknowledgements a. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. All disputes, claims, or controversies arising out of or relating to this Agreement, the Merger Agreement or the Related Agreements, or the negotiation, breach, validity or performance hereof or thereof, or the transactions contemplated hereby and thereby, including claims of fraud or fraud in the inducement, and including as well the determination of the scope or applicability of this agreement to arbitrate, shall be resolved solely and exclusively by binding arbitration administered by JAMS in New York, New York, before a single arbitrator (the “Arbitrator”). Except as modified in this Section 5, the arbitration shall be administered pursuant to JAMS’s Comprehensive Rules and Procedures. The parties further agree that this arbitration shall apply equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm or to enforce its rights under any non-competition covenants. The parties covenant and agree that the arbitration hearing shall commence within thirty (30) days of the date on which a written demand for arbitration is filed by any party hereto (the “Filing Date”). The hearing shall be no more than five (5) Business Days. In connection with the arbitration, the Arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three (3) depositions as of right, with each deposition limited to eight (8) hours, excluding breaks, and the Arbitrator may grant additional depositions upon good cause shown. For purposes of determining the number of depositions as of right, multiple petitioners or multiple respondents shall each respectively be deemed one party. The Arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. The Arbitrator’s award shall be made and delivered within ninety (90) days of the Filing Date, shall be binding and final as between the parties, and a judgment may be entered upon the award in any court having jurisdiction thereof. The Arbitrator’s decision shall set forth a reasoned...
Additional Agreements and Acknowledgements. Each undersigned Company Stockholder understands, agrees to and acknowledges the following:
Additional Agreements and Acknowledgements. You hereby agree and acknowledge that:
(a) The rights and obligations of the Corporation with respect to your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Corporation’s successors and assigns.
(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Corporation to carry out the purposes or intent of your Award.
(c) You have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.
(d) You will not question or contest in any way, whether pursuant to legal proceedings or otherwise, the Board’s determination of the Fair Market Value of Common Stock, whether for purposes of determining the strike price of your Award, or the number of shares of Common Stock payable on exercise of your Award.
(e) This SAR Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
(f) All obligations of the Corporation under this SAR Agreement shall be binding on any successor to the Corporation, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Corporation.
(g) Participation in the Award is voluntary, and therefore, you must accept the terms and conditions of this Award as a condition to receive this Award.
(h) This Award is voluntary and occasional and does not create any contractual or other right to receive future awards or other benefits in lieu of future awards, even if similar awards have been granted repeatedly in the past.
(i) All determinations with respect to any such future awards, including, but not limited to, the time or times when such awards are made, the number of shares of Common Stock, and performance and other conditions applied to the awards, will be at the sole discretion of the Corporation.
(j) The value of the shares of Common Stock and this Award is an extraordinary item of compensation, which is outside the scope of your employment or service contract, if any.
(k) The shares of Common Stock, this Award, or any income derived therefrom are a potential bonus payment not paid in l...
Additional Agreements and Acknowledgements. NAHL is currently an owner of approximately 76% of Company’s outstanding Common Stock, which is more than ten percent (10%) of the outstanding Common Stock of the Company and thus is in a controlling position with, or an affiliate of, the Company and the sole controlling shareholder of NAHL is currently a director and an officer of the Company, all as defined in paragraph (a) of Rule 144 and Rule 405 promulgated under the Securities Act, and thus NAHL is subject to the “dribble out” provisions thereof.
Additional Agreements and Acknowledgements. (a) It is agreed and acknowledged that the “at will” employment relationship to be entered into upon the occurrence of the Closing by the individual specified on Schedule 3(a) pursuant to the Letter Agreement, dated July 3, 2018, by and between the Company and such individual, constitutes an Employment Agreement with such individual for the purposes, and in full satisfaction, of the Company’s obligations with respect to such individual under Section 7.18 of the Agreement.
(b) It is agreed and acknowledged that the Transfer and Exchange Agreement, dated as of July 3, 2018, by and between the Company, the Representative, SMAC, RP and SMH, is permitted to continue in effect on its terms on and after the Closing without constituting a breach or other violation by any party to the Agreement of such party’s obligations under Section 7.09 of the Agreement.
(c) It is agreed and acknowledged that Amendment No. 1, dated July 3, 2018 to the Limited Liability Company Agreement of SGP, dated December 21, 2012, was a permitted amendment thereto and the execution thereof did not constitute a breach or other violation by any party to the Agreement of such party’s obligations under Section 7.19 of the Agreement.
(d) It is agreed and acknowledged that Amendment No. 1, dated July 3, 2018 to the Fourth Amended and Restated Limited Liability Company Agreement of SMH, dated December 31, 2012, was a permitted amendment thereto and the execution thereof did not constitute a breach or other violation by any party to the Agreement of such party’s obligations under Section 7.19 of the Agreement.
Additional Agreements and Acknowledgements. The Administrative Agent and the Lenders have requested that the Borrower deliver the Shared Collateral Items. Each party hereto acknowledges and agrees that (a) no agreements in principle or otherwise with respect to the Shared Collateral Items exist as of the date hereof and that the material terms of the Shared Collateral Items remain yet to be negotiated and agreed upon and (b) the parties to the Shared Collateral Items owe no duty to one another to reach agreement with respect to the Shared Collateral Items or in regard to negotiations respecting the Shared Collateral Items; provided that, with respect to the foregoing clause (b), the Borrower and each Consenting Lender hereby agree to negotiate in good faith, for a period not to exceed forty-five (45) days after the Amendment No. 1 Effective Date, to seek to reach agreement regarding the terms, provisions and conditions of the Shared Collateral Items. The Borrower further acknowledges and agrees that it shall not make any Borrowings or request the issuance of any Letters of Credit (excluding renewals or extensions of existing Letters of Credit) unless and until the Shared Collateral Delivery Date has occurred, regardless of the reason that the Shared Collateral Delivery Date has not occurred, including but not limited to the failure of the parties or any other participants with respect to the Shared Collateral Items to reach agreement for any reason whatsoever (including but not limited to actual or alleged violations of the agreement appearing in the proviso to the first sentence of this Section 6 by the Borrower and each Consenting Lender to negotiate in good faith) regarding the terms, provisions, and conditions of any of the Shared Collateral Items.
Additional Agreements and Acknowledgements. As of the Effective Date, the Board has determined that, pursuant to its Interpretative Authority under Section 33 of the Rights Agreement and the definition of Exempt Acquisition, (A) the execution, delivery, performance and approval of the Merger Agreement and the other Transaction Agreements (as defined in the Merger Agreement), and the consummation, announcement, or announcement of the consummation, of the Merger Transactions are in the best interests of the Company and its stockholders and constitute an Exempt Acquisition under the Rights Agreement, and consequently, and (B) neither the execution, delivery, performance or approval of the Merger Agreement or the other Transaction Agreements, nor the consummation, announcement, or announcement of the consummation, of the Merger Transactions will (i) cause the Rights to become exercisable, (ii) cause Parent, Merger Sub 1, Merger Sub 2 or any of their Affiliates or Associates to become an Acquiring Person or a Change of Control Acquiring Person or (iii) give rise to a Shares Acquisition Date or Distribution Date.
