Agreements of Holder Sample Clauses

Agreements of Holder. (a) Holder hereby acknowledges and agrees that he, she or it is a “Company Member” and, if applicable, an “Indemnifying Party” under the Merger Agreement and agrees to be bound by the provisions of the Merger Agreement applicable to the Company Members, including (A) the amount, form and allocation of Merger Consideration payable in accordance with Article 2 of the Merger Agreement (including the provisions therein relating to the Holdback Amount), (B) the obligation to indemnify, reimburse and compensate the Parent Indemnified Parties in accordance with Article 10 of the Merger Agreement, and (C) the restrictions on Transfer and other provisions relating to the Parent Shares set forth in Article 7 of the Merger Agreement. (b) Holder acknowledges and agrees that (i) Parent shall retain and hold back the Holdback Amount from the Company Members pursuant to and subject to the terms and conditions of the Merger Agreement; and (ii) Holder shall be entitled to a portion of the Holdback Amount only if, as and when such amount becomes payable to Holder in accordance with the provisions of the Merger Agreement. (c) As security for Holder’s faithful performance of this Agreement and the Merger Agreement, Holder has executed the Assignment Separate from Certificate in the form attached hereto as Exhibit B, in blank, to the Secretary of Parent, or the Secretary’s designee, to hold such Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers, forfeitures and/or releases in respect of the Holdback Shares withheld from Holder pursuant to the terms of the Merger Agreement (the “Holder Holdback Shares”) as are in accordance with the terms of this Agreement and the Merger Agreement. Holder hereby acknowledges that the Secretary of Parent, or the Secretary’s designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to consummate the Merger and that said appointment is coupled with an interest and is accordingly irrevocable. Holder agrees that said escrow holder shall not be liable to any party hereof (or to any other party) except for such escrow holder’s gross negligence or willful misconduct. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Holder agrees that if the Secretary of Parent, or the Secretary’s designee, resigns as escrow holder for any or no reason, then Parent sh...
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Agreements of Holder. Holder (i) upon receipt of a notice from the Company of the occurrence of any event of the kind described in Subsection 3.4 shall forthwith discontinue Holder's disposition of securities included in the registration statement until Holder receives copies of the supplemented or amended prospectus, and (ii) if so directed by the Company, shall deliver to the Company, at the Company's expense, all copies (other than permanent file copies) then in Holder's possession of the prospectus covering such securities that was in effect at the time of receipt of such notice.
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Agreements of Holder. (i) The Holder agrees that upon the commencement of any bankruptcy, insolvency or other similar case or proceeding relative to the Company, or to its creditors, as such, or to its assets, the Holder shall take such actions as may be necessary or appropriate to effectuate the subordination provisions hereof, including, without limitation, that the Holder shall (i) timely file a proof of claim in respect of the Debenture and the indebtedness and obligations evidenced hereby, provided, however, that if the Holder fails within thirty (30) days prior to the expiration of any claims bar date to file a proof of claim, any holder of Senior Debt shall be entitled to file such a proof of claim in respect thereof in the name of the Holder and the Holder irrevocably appoints the holders of Senior Debt and their representatives as its attorney-in-fact solely for such purpose; (ii) not oppose any motion filed or supported by any holder of Senior Debt for relief from stay or adequate protection in respect of the Senior Debt; and (iii) not file or accept any reorganization plan that impairs or otherwise alters adversely the rights of the holders of Senior Debt. (ii) The Company and the Holder, for themselves and their successors and assigns, covenant to execute and deliver to the holders of Senior Debt, such further instruments and to take such further action as the holders of Senior Debt may at any time or times reasonably request in order to carry out the provisions hereof. (iii) No holder of Senior Debt shall be prejudiced in its right to enforce the subordination of this Debenture by any act or failure to act on the part of the Company. (iv) Without notice to or the consent of the Holder, the holders of Senior Debt may at any time and from time to time, in their discretion, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or change or extend the time of payment of or renew or alter the Senior Debt, or amend or supplement in any manner any instrument evidencing the Senior Debt, any agreement pursuant to which the Senior Debt was issued or incurred or any instrument securing or relating to the Senior Debt; release any person liable in any manner for the payment or collection of the Senior Debt; exercise or refrain from exercising any rights in respect of the Senior Debt against the Company or any other person; apply any moneys or other property paid by any person or release in any manner to the Senior Debt; or a...
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Agreements of Holder. Holder (i) upon receipt of a notice from the Company of the occurrence of any event of the kind described in Subsection 3.4 shall forthwith discontinue Holder's disposition of securities included in the registration statement until Holder receives copies of the supplemented or amended prospectus, and (ii) if so directed by the Company, shall deliver to the Company, at the Company's expense, all copies (other than permanent file copies) then in Holder's possession of the prospectus covering such securities that was in effect at the time of receipt of such notice. If the Company gives such notice, the time period mentioned in subsection 3.2 shall be extended by the number of days elapsing between the date of notice and the date that each Holder receives the copies of the supplemented or amended prospectus contemplated in subsection 3.4.
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Agreements of Holder. In connection with any registration pursuant to Section 2 hereof, the Holder agrees, as applicable: (i) that it will not offer or sell its Registrable Securities under the registration statement until it has received copies of the supplemented or amended Prospectus contemplated by Section 3(a)(iii) hereof and receives notice that any post-effective amendment (if required) has become effective; and (ii) that upon receipt of any notice from the Company of the happening of any transaction or event of the kind described in Section 3(a)(vii) hereof, the Holder will forthwith discontinue disposition of Registrable Securities pursuant to a registration statement until the Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3(a)(iii) hereof and receives notice that any post-effective amendment (if required) has become effective, and, if so directed by the Company, the Holder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in the Holder's possession, of the Prospectus covering such Registrable Securities current immediately preceding the time of receipt of such notice.
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Agreements of Holder 
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Related to Agreements of Holder

  • Acts of Holders (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The principal amount and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer shall solicit from the Holders of Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Security. However, any such Holder or future Holder may revoke the request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date such Act becomes effective.

  • Representations of Holder The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.

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