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 the several Underwriters that:
(a) Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence reasonably satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. The Company agrees to pay the fees required by the Commission relatin...
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 Retirement ---------------------- Agreement and Covenant Not to Compete (this "Agreement") and compliance with the promises made herein, the Company agrees:
a. To pay the Executive the full amount of his prorated salary for 2001, less lawful deductions, on or before April 12, 2001.
b. To pay the Executive $816,000, less lawful deductions, on or before April 12, 2001.
c. To pay the Executive $7,452 for life and disability benefits, on or before April 12, 2001.
d. To provide COBRA health insurance coverage (hospitalization and dental) for the Executive and his spouse until the Executive reaches the age of 65, with the Executive paying the amounts that are paid by Company employees and the Company paying the remainder.
e. All unvested stock options shall vest and the Executive shall have the time specified under each Stock Option Agreement in which to exercise the stock options. A report of the status of the Executive's stock options is attached as Exhibit A.
f. To extend the maturity of the notes made by the Executive under the 1991 Stock Purchase and Loan Plan to December 31, 2003, or later if the Company extends the maturity of notes made by other officers of the Company during the same grant years. A list of all of the outstanding notes and their balances is attached as Exhibit B.
g. To continue to guaranty the notes 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 $929,841.23 for the full term of the Sun Trust Notes and any extension thereof, except as provided pursuant to paragraph 3(c) of this Agreement.
h. To purchase the Executive's interest in UDR Trillium Holdings, Inc. for $5,220.
i. To accelerate the vesting of all the Executive's options under the UDR Realeum Stock Incentive Plan, which shall be exercisable until June 21, 2020.
j. To pay for office space, including secretarial support, until December 31, 2001.
k. That the Executive shall be nominated for re-election to the Board of Directors of United Dominion Realty Trust, Inc., at the 2001 annual meeting of shareholders.
l. That the Executive will be named Chairman Emeritus of the Board of Directors of United Dominion Realty Trust, Inc. This paragraph shall survive the Executive's death or disability. The Executive's participation in and distributions and vested rights under any benefits plans sha...
Agreements of Company. Company represents and warrants that this Agreement does not violate any of Company's commitments or agreements.
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. (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.
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,
