Agreements of Company Sample Clauses

Agreements of Company. Company shall give copies of any notices or other communications relating to Stockholder’s Shares that it sends to Stockholder or to any other members to the Agents at the same time as such notices or other communications are sent to Stockholder or any such other unitholder of Company. Company acknowledges the powers and proxies granted herein and agrees that the Agents shall have the sole right to vote Stockholder’s Shares with respect to any matter.

Agreements of Company. (1) Company hereby authorizes Broker during the term of this Agreement to solicit applications for Contracts from eligible persons, provided that there is an effective Registration Statement relating to such Contracts and provided further that Broker has been notified by Company that the contracts are qualified for sale under all applicable securities and insurance laws of the state or jurisdiction in all applicable jurisdictions. In connection with the solicitation of applications for Contracts, Broker is hereby authorized to offer riders that are available with the Contracts in accordance with instructions furnished by Company. (2) Company, during the terms of this Agreement, will notify Broker of the issuance by the SEC of any stop order with respect to the Registration Statement or any amendments thereto or the initiation of any proceedings for that purpose or for any other purpose relating to the Registration and/or offering of the Contracts and of any other action or circumstance that may prevent the lawful sale of the Contracts in any state or jurisdiction. (3) During the term of this Agreement, Company shall advise Broker of any amendment to the Registration Statement or any amendment or supplement to any Prospectus.

Agreements of Company. Company shall give copies of any notices or other communications relating to the Pledged Interests (as defined in the Pledge Agreement) that it sends to Pledgors or to any other members to Pledgee at the same time as such notices or other communications are sent to Pledgors or any such other member of Company. Company acknowledges the powers and proxies granted herein and agrees that Pledgee shall have the sole right following the occurrence of an Event of Default (as defined in the Pledge Agreement) to vote the Pledgor’s Interests with respect to any matter.

Agreements of Company. The Company agrees with you: (a) To advise you promptly and, if requested by you, to confirm such advice in writing, (1) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (2) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for such purposes, (3) when any amendment to the Registration Statement becomes effective, (4) if Quaker is required to file a Rule 462(b) Registration Statement after the effectiveness of this Agreement, when the Rule 462(b) Registration Statement has become effective and (5) of the happening of any event during the period referred to in Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to you three signed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (c) To prepare the Prospectus in a form approved by you and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 424(b) under the Act; not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities by you, and to use its best efforts to cause any such amendment to the Registration Statement to be...

Agreements of Company. The Company agrees that, unless otherwise agreed in writing by the Agent, it will:

Agreements of Company. In consideration for signing this Retirement --------------------- Agreement and compliance with the promises made herein, the Company agrees: a. To continue the employment of the Executive through March 20, 2001 at an annual salary of $330,000. b. To pay the Executive two times his base salary, or $660,000, less lawful deductions, by March 31, 2001. c. To pay the Executive two years of Average Annual Incentive Compensation, for a total of $145,520, by March 31, 2001. d. To pay the Executive $12,693.00, less lawful deductions, for accrued vacation, by March 31, 2001. e. To pay the Executive $12,627.60 to purchase comparable benefits for a two year period by March 31, 2001. f. That all unvested stock options shall vest immediately and shall be exercisable for a ten year period from the date of grant. A report of the status of the Executive's stock options is attached as Exhibit A. g. To continue to guaranty the note made by the Executive to Crestar Bank, now SunTrust (the "SunTrust Notes") dated as of (i) June 24, 1999 in the original principal amount of $600,524.10, and (ii) October 1, 1999 in the original principal amount of $898,150.26, except as provided pursuant to paragraph 3(c) of this Retirement Agreement until June 24,

Agreements of Company. Company covenants and agrees with Bank from and after the date of this Agreement, and until all of the Indebtedness is fully paid and satisfied and this Agreement is terminated in accordance with paragraph 8.10.

Agreements of Company. The Company hereby covenants and agrees with Buyers to effect a reverse stock split of the capital stock of the Company, resulting in a price per share of Common Stock of at least $1.50, in the event that the minimum bid price of the Company's Common Stock on the Nasdaq SmallCap Market System shall be less than $1.00 per share for a period of thirty (30) consecutive business days. The Company hereby further covenants and agrees with Buyers that if and only in the event that the Company's Common Stock is delisted from the Nasdaq SmallCap Market System, then during any period in which the shares of the Company's Common Stock are delisted the Conversion Price shall mean the lesser of the Fixed Conversion Price or the Market Conversion Price on the date the Conversion Rights are exercised, and the Conversion Price shall not be subject to a floor of $0.60. Capitalized terms used in the immediately preceding sentence shall have the respective meanings assigned to such terms in the Certificate of Designations. The Company shall file with the Secretary of State of the State of Delaware any amendments to its Certificate of Designations required to implement the provisions set forth in the immediately preceding sentence.

Agreements of Company. In consideration for signing this Separation --------------------- Agreement and compliance with the promises made herein, the Company agrees: a. To continue the employment of the Executive through May 31, 2001 at the Executive's current annual base salary of $300,000 per annum and to pay the Executive incentive compensation for the period commencing January 1, 2001 through and including the last day of the Executive's employment with the Company at the rate of $12,500 per month, with all accrued but unpaid amounts paid on the first business day of the month following the execution of this Separation Agreement and all other amounts paid on the first business day of each month thereafter. b. To pay the Executive two times his base salary, or $600,000, less lawful deductions, which shall be paid in a single payment within seven (7) days after the last day of the Executive's employment with the Company. c. To pay the Executive two years of annual incentive compensation, which in the aggregate shall be $180,000, less lawful deductions, which shall be paid in a single payment within seven (7) days after the last day of the Executive's employment with the Company. d. To pay the Executive $24,000 for two (2) years of health, life, and disability benefits in a single payment within seven (7) days after the last day of the Executive's employment with the Company. e. To pay the Executive the prorated value of the units, if any, held by the Executive in the Shareholder Value Plan (the "SVP") computed in accordance with the SVP as though the valuation period ended as of the date hereof, in a single payment within seven (7) days after the last day of the Executive's employment with the Company. f. To allow the Executive ten (10) years from the date of grant to exercise vested stock options and to pay the Executive $375,000 for unvested stock options in a single payment with seven (7) days after the last day of the Executive's employment with the Company. g. To pay the Executive for all accrued but untaken vacation within seven (7) days of the last day of the Executive's employment with the Company.

Agreements of Company. (a) The parties incorporate by this reference the covenants made by the Company to the Lender contained in the following sections of the Note Purchase Agreement, as if such covenants had been made directly to DPKK: Sections 7.02, 7.03, 8 and 9. (b) The Company shall hold a Board of Directors' meeting on or before January 22, 1988, and shall thereat adopt a resolution authorizing an increase in the number of authorized shares of Series A Preferred Stock; and shall promptly thereafter cause to be filed with the Secretary of State of the Commonwealth of Pennsylvania, a Statement Affecting Class or Series of Stock providing for an increase in the number of authorized shares of Series A Preferred Stock from 500,000 to 580,000. (c) Prior to Closing, the Company shall secure the waiver by Gary Xxxxxx xx his preemptive rights and any other rights or claims he may have with respect to the issuance of the Stock, pursuant to the Note Purchase Agreement and related documents.