ARRANGEMENT WITH THE FROST NATIONAL BANK Sample Clauses

ARRANGEMENT WITH THE FROST NATIONAL BANK. Buyer, Selling Parties and The Frost National Bank shall have entered into a mutually agreeable agreement providing for the following in connection with the Contemplated Transactions: (a) Buyer shall have a first priority security interest in the Buyer Shares securing payment of the indemnification obligations of the Selling Parties under this Agreement, and Buyer shall retain control of the Buyer Shares; (b) The Frost National Bank shall have a second priority security interest in the Buyer Shares, subordinate to the security interest of Buyer, and shall not be able to foreclose upon any Buyer Shares unless and until the Buyer Shares are released to Seller under the Lock-Up Agreement; (c) Buyer shall have a second priority security interest in the Selling Parties' right to all Tax refunds, subordinate to the interest of The Frost National Bank (to the extent that the amount of Seller's indebtedness to The Frost National Bank does not increase other than as a result of the accrual of interest, costs, reasonable attorneys' fees and all other expenses pursuant to the terms of the loan documents between the Selling Parties and The Frost National Bank), and securing payment of the Note; (d) Buyer shall not exercise its right to set off amounts due under the Note against payment of the Earn-out Amount unless and until all indebtedness owed to The Frost National Bank is paid in full (to the extent that the amount of Seller's indebtedness to The Frost National Bank does not increase other than as a result of the accrual of interest, costs, reasonable attorneys' fees and all other expenses pursuant to the terms of the loan documents between the Selling Parties and The Frost National Bank); (e) Buyer may set off at any time claims under Article 10 of this Agreement against the Buyer Shares held under the Lock-Up Agreement; (f) Seller shall not make any payments on the Note unless and until the indebtedness owed to The Frost National Bank is paid in full (to the extent that the amount of Seller's indebtedness to The Frost National Bank does not increase other than as a result of the accrual of interest, costs, reasonable attorneys' fees and all other expenses pursuant to the terms of the loan documents between the Selling Parties and The Frost National Bank); (g) the Guaranty shall be subordinate (to the extent that the amount of Seller's indebtedness to The Frost National Bank does not increase other than as a result of the accrual of interest, costs, reasonable at...
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Related to ARRANGEMENT WITH THE FROST NATIONAL BANK

  • Employment with the Company While Executive is employed by the Company during the Term, Executive shall be employed as the Chief Financial Officer of the Company, and such other titles as the Company may designate, and shall perform such duties and responsibilities as the Company shall assign to him from time to time, including duties and responsibilities relating to the Company's wholly-owned and partially owned subsidiaries and other affiliates.

  • Service with the Company During the Term of this Agreement, Executive agrees to perform such executive employment duties as the Board or the President shall reasonably assign to him from time to time.

  • Relationships with the Company Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

  • Termination of Relationship with the Company If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

  • Relationship with the Lenders (a) The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement. (b) Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae).

  • Trustee Dealings with the Company Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

  • Cooperation with the Company The Executive agrees [a] to be reasonably available to answer questions for the Group’s (and any Group Member’s) officers regarding any matter, project, initiative or effort for which the Executive was responsible while employed by any Group Member and [b] to cooperate with the Group (and with each Group Member) during the course of all third-party proceedings arising out of the Group’s (and any Group Member’s) business about which the Executive has knowledge or information. For purposes of this Agreement, [c] “proceedings” includes internal investigations, administrative investigations or proceedings and lawsuits (including pre-trial discovery and trial testimony) and [d] “cooperation” includes [i] the Executive’s being reasonably available for interviews, meetings, depositions, hearings and/or trials without the need for subpoena or assurances by the Group (or any Group Member), [ii] providing any and all documents in the Executive’s possession that relate to the proceeding, and [iii] providing assistance in locating any and all relevant notes and/or documents.

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • Competition with the Company Until termination of his employment and for a period of one year commencing on the date of termination, the Executive (individually or in association with, or as a shareholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its subsidiaries or affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Executive from owning up to five percent of the securities of any publicly-traded enterprise provided as long as the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, or member of, or to such enterprise, or otherwise compensated for services rendered thereby.

  • AGREEMENT MANAGEMENT Pinellas Community Foundation designates the following person(s) as the liaison for the Xxxxxx Xxxxxx, CEO Pinellas Community Foundation

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