and Section 7. 4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.
and Section 7. 4 hereof. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.
and Section 7. 2.2; and except as to the representations and warranties in Sections 6.4, 6.7, 6.9, and 6.14 which may be modified only to reflect events occurring after the date hereof as specifically disclosed in writing to Administrative Agent prior to or simultaneously with such written request) and, unless Administrative Agent is notified to the contrary prior to the disbursement of the requested Loan Advance, will be so on the date of such Loan Advance, and (ii) shall constitute the representation and warranty of Borrower to Administrative Agent and each of the Lenders that the information set forth in each such request is true and correct in all material respects and omits no material fact necessary to make the same not misleading, provided that to the extent any representation or warranty made by the Borrower in this Agreement or any other Loan Document shall be incorrect or misleading in any material respect with respect to one or more Borrowing Base Properties such that the affirmations, representations and warranties required by this Section 6.25 cannot be made, the Borrower may remove a Borrowing Base Property pursuant to the terms of Section 3.2 (with a resulting decrease in the Borrowing Base Value) so that the affirmations, representations and warranties required by this Section 6.25 may be made. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by each Loan Party shall be deemed to have been relied upon by the Administrative Agent and each of the Lenders notwithstanding any investigation heretofore or hereafter made by the Administrative Agent and/or any of the Lenders or on its behalf.
and Section 7. 16, any Subsidiary of the Borrower may (i) issue additional Capital Stock or (ii) sell outstanding Capital Stock thereof, in each case to any Subsidiary of the Borrower or any Persons other than Affiliates of the Borrower or its Subsidiaries (it being understood that any such sales and issuances that decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of Capital Stock of such Subsidiary shall be subject to Section 7.5).
and Section 7. 2 relating to the Company;
and Section 7. For this purpose, a Business Employee will be considered “actively employed” if, immediately prior to the Closing Date, such employee is either actively at work or absent from work on account of paid time-off, vacation, sick leave or similar temporary absence, but will not be “actively employed” if such individual is not actively at work due to any other reason. For restaurant-based Business Employees, such Offers may be provided in the form of a “welcome letter” or similar communication. For all other Business Employees, such Offers shall be provided in writing no less than seven (7) days prior to the Closing Date in the form of an individual confirmation of employment transfer notice prepared by Buyer. Buyer will provide Seller with a draft sample confirmation of employment transfer notice a reasonable period of time prior to such notice being provided and will reasonably consider any comments provided by Seller. Unless a written acceptance of an offer of employment is required by Law, any Business Employee who (i) has received such an Offer in the applicable form described above, (ii) remains actively employed through the Closing Date, (iii) has not specifically declined such offer, and (iv) actually commences employment with the Buyer or its applicable Subsidiary on the Closing Date (or his or her first regularly-scheduled day of employment following the Closing Date or in the event of an un-scheduled absence from work, reasonably promptly thereafter) shall be deemed (A) to have accepted such offer and (B) to have terminated employment with the Seller on the Closing Date. Until the Closing Date, Buyer shall keep the Seller informed of any rejections of such Offers in a timely manner.
and Section 7. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order. The New Money Term Loan Agent, upon request by the ABL Agent, may in its sole discretion extend the ABL Priority Collateral Processing and Sale Period for an additional period of time.
and Section 7. 4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder. Notwithstanding anything herein to the contrary, for as long as any of the Private Warrants are held by a Subscriber or its designees or affiliates, such Warrants may not be exercised after five years from the effective date of the Registration Statement.
and Section 7. 2.1); and
and Section 7. 9); provided, however, that, notwithstanding the foregoing, (A) the payment of any RSUs Consideration to U.S. persons shall be made in a manner that complies with Code Section 409A, including, if necessary, deferring the payment date until the date on which the Company RSUs would have been settled absent the transactions contemplated by this Agreement and (B) the payment of the RSU Consideration for Company RSUs (excluding any Company PSUs) that are both (i) outstanding but unvested immediately prior to the Effective Time and (ii) do not become vested immediately prior to or upon the Effective Time under the terms and conditions (including any provisions regarding vesting acceleration) that apply to such Company RSUs, including due to any action of the Compensation Committee of the Company Board or the Company Board (or, in the case of unvested Company RSUs held by non-employee directors that are not scheduled to accelerate as a result of the Merger, only to the extent the Director Proposal is adopted at the Company Shareholders Meeting) or as otherwise set forth in Section 2.7(d) of the Company Disclosure Letter (such Company RSUs, the “Unvested RSUs” and the RSU Consideration payable in respect thereof, the “Contingent RSU Consideration”), shall not be paid at the Effective Time and shall instead be paid on the same vesting schedule and subject to the same vesting conditions that governed such Unvested RSUs immediately prior to the Effective Time. For the avoidance of doubt, in the event that the original vesting conditions are not satisfied as of the holder’s termination of employment or other service relationship with the Company, the holder shall cease to be entitled to any further payments on account of the Unvested RSUs. No later than five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent an allocation schedule which shall set forth the following information with respect to the Unvested RSUs: (a) the name of each holder of Unvested RSUs, (b) the total number of Unvested RSUs issued or granted to such holder, (c) the vesting schedule for each Unvested RSU, and (d) the applicable settlement or payment date for each Unvested RSU that is treated as “nonqualified deferred compensation” for purposes of Section 409A of the Code.
