Agreement of the Company. The Company hereby agrees: (i) to accept the Exercise Letter when submitted by the Lender; (ii) to sell the shares covered by the Options described in the Exercise Letter when submitted by the Lender and apply the proceeds of such a sale as described in the Exercise Letter; and (iii) upon receipt by the Company of a written notice (a "Default Notice") from the Lender which states that Borrower is in default under one or more of the Notes, to cancel those Options granted to Borrower that are specified by the Lender in the Default Notice as authorized in Section 1(b) above. Upon receipt by the Company of any request from Borrower regarding an exercise of Options, the Company further agrees to sell the shares covered by such Options and apply the proceeds of such a sale as set forth in this letter agreement as if the Lender had delivered an Exercise Notice to the Company.
Agreement of the Company. In order to induce the Executive to remain in the employ of the Company, the Company agrees, under the terms and conditions set forth herein, that, upon the occurrence of both a Change in Control and a Triggering Event during the term of this Agreement, the Company shall provide to the Executive the benefits described in this Section 3 (the "Severance Benefits").
Agreement of the Company. In order to induce the Executive to remain in the employ of the Company, the Company agrees, under the terms and conditions set forth herein, that, upon the occurrence of both a Change in Control and a Triggering Event during the term of this Agreement, the Company shall provide to the Executive the benefits described in Sections 3.1 through 3.4 below (the "Severance Benefits"), unless prior to the date of any Triggering Event, the Executive's employment with the Company has been terminated for Cause or due to the Executive's Disability or death.
Agreement of the Company. The Company hereby agrees that it shall not give effect to any vote cast or other action taken by any Stockholder with respect to any matter submitted to a vote of the stockholders of the Company, unless such vote or action is in accordance with the terms of this Agreement.
Agreement of the Company. In order to induce the Executive to remain in the employ of the Company, the Company agrees, under the terms and subject to the conditions set forth herein, including timely executing and not revoking the Release Agreement presented by the Company and complying with the notice requirements in Section 6, that, upon the occurrence of a Triggering Event after the Effective Date, provided that such Triggering Event constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), the Company shall provide to the Executive the benefits described in this Section 3 (collectively, the "Severance Benefits").
Agreement of the Company. The Company will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, seeking to avoid the observance of this Warrant. In the event that the Company completes a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action and the surviving entity is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its Common Stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right, at the Holder’s expense, to have the Company pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Agreement of the Company. Subject to (i) the terms and conditions of this RSA and (ii) the terms and conditions set forth in the Restructuring Term Sheet, as applicable, the Company Parties, until execution of Definitive Documentation:
Agreement of the Company. The Company, within five (5) business days of execution of this Agreement the Company: (i) will issue a new Convertible Note in the name of: (a) Alpha or Alpha’s designees, in the principal amount of $308,257.50 plus accrued interest; and (b) Brio or Brio’s designees, in the principal amount of $36,742.50 plus accrued interest (each, a, “Purchaser’s Notes” and collectively, the “Purchasers’ Notes”); and (ii) will cause its transfer agent to issue in book entry form certificates evidencing: (c) 102,752.5 Shares in the name of Alpha or Alpha’s designees; and (d) 12,247.5 Shares in the name of Brio or Brio’s designees (the “Purchaser’s Shares” and, collectively, the “Purchasers’ Shares”). The Purchasers’ Notes shall contain such terms and conditions as the Purchasers, collectively, shall direct in writing. In the alternative, the Company and the Purchasers, acting singly and not collectively, can authorize the Company to issue and deliver such other securities of the Company as the respective Purchasers shall determine (the “Purchasers’ Securities”). The Purchasers’ Notes, Purchasers’ Shares and/or Purchaser Securities may be referred to hereinafter as the “Securities.”
Agreement of the Company. The Company shall not offer, sell, contract to sell or otherwise dispose of any securities of the Company, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, equity securities or any such substantially similar securities, during (a) with respect to the initial Public Offering, the seven days prior to and the 180-day period beginning on the effective date of such Initial Public Offering, (b) with respect to any other underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included, the seven days prior to and the 90-day period beginning on the effective date of such registration, and (c) upon notice from any holder(s) of Registrable Securities subject to a shelf registration that such holder(s) intend to effect an underwritten distribution of Registrable Securities pursuant to such shelf registration (upon receipt of which, the Company will promptly notify all other holders of Registrable Securities of the date of the commencement of such distribution), the seven days prior to and the 90-day period beginning on the date of the commencement of such distribution, in each case except as part of such underwritten registration or pursuant to registrations on Form F-4, Form S-4 or Form S-8, and in each case unless the underwriters managing the registered public offering otherwise agree.
Agreement of the Company. The Company agrees with the Purchasers as ------------------------ follows:
