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 the Note, 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. 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:
(a) agree to use commercially reasonable efforts to (i) support and complete the Restructuring and all other actions contemplated in connection therewith, (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring, (iii) obtain any and all required regulatory approvals and third-party approvals for the Restructuring, and (iv) not take any actions inconsistent with this RSA, the Restructuring Term Sheet and any other related documents executed by the Company or the expeditious consummation of the Restructuring.
(b) shall not, directly or indirectly, seek, solicit, negotiate, support or engage in any discussions relating to, or enter into any agreements relating to, any alternative proposal other than the Restructuring, nor shall the Company Parties solicit or direct any person or entity, including, without limitation, any member of the Company’s board of directors or any holder of equity in the Company, to undertake any of the foregoing.
(c) agree that all Definitive Documentation shall be consistent with, and approved in accordance with, the Restructuring Term Sheet and in form and substance acceptable to the Requisite Secured Exchanging Holders and/or the Requisite Convertible Exchanging Holders, as applicable, each in their reasonable discretion.
(d) agree to pay all reasonable and documented fees and expenses of (i) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP and Xxxxxxx & Marsal, advisors to certain holders of Senior Secured Notes and (ii) Sidley Austin LLP and Macquarie Capital (USA) Inc., advisors to certain holders of Convertible Notes, in each case in accordance with the terms of their existing engagement or fee letters.
(e) shall not modify or amend any of the organizational documents of the Company except as required in connection with any existing obligations under equity-based employee compensation plans;
(f) shall not issue, or authorize the issuance of, any equity securities of the Company except securities issued in the ordinary course pursuant to existing equity-based compensation plans;
(g) shall not split, combine, redeem or reclassify, or purchase or otherwise acquire any equity securities of the Company, as applicable;
(h) shall not declare or pay any non-cash dividend or make any non-cash distrib...
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 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. The Company agrees to take all commercially reasonable actions not to permit any transfer by any TPG Entity, which does not comply with the provisions of Section 2 and 4 hereof.
Agreement of the Company. The Company hereby agrees, in consideration of agreements and covenants under this Agreement and the Stock Purchase Agreement, to enter into the Stock Purchase Agreement and this Agreement.
