BACKGROUND FACTS. Effective as of May 26, 2010, the Company adopted a Tax Benefit Preservation Plan, which plan was amended by Amendment No. 1 to Tax Benefit Preservation Plan dated as of April 14, 2014 and by Amendment No. 2 to Tax Benefit Preservation Plan dated April 13, 2017 and the rights thereunder adjusted by that Certificate of Adjustment dated as of July 12, 2012 (the original plan, as amended and adjusted, is collectively referred to herein as the “Plan”; capitalized terms used but not otherwise defined herein shall have the definitions given in the Plan). The Board of Directors of the Company (“Board”) adopted the Plan to protect stockholder value by preserving important tax assets. The Company has generated substantial net operating loss carryovers and other tax attributes for United States federal income tax purposes (“Tax Benefits”) that can generally be used to offset future taxable income and therefore reduce federal income tax obligations. However, the Company’s ability to use the Tax Benefits will be adversely affected if there is an “ownership change” of the Company as defined under Section 382 of the Internal Revenue Code (“Section 382”). In general, an ownership change will occur if the Company’s Section 382 5% Shareholders (as defined below) collectively increase their ownership in the Company by more than 50% over a rolling three-year period. The Plan was adopted to reduce the likelihood that the Company’s use of its Tax Benefits could be substantially limited under Section 382. The Plan is intended to deter any Person from becoming an Acquiring Person and thereby jeopardizing the Company’s Tax Benefits. In general, an Acquiring Person is any Person, itself or together with all Affiliates of such Person, that becomes the Beneficial Owner of 4.9% or more of the Company’s outstanding Common Stock. Under the Plan, the Board may, in its sole discretion, exempt any person from being deemed an Acquiring Person for purposes of the Plan if the Board determines that such person’s ownership of Common Stock will not be likely to directly or indirectly limit the availability of the Company’s Tax Benefits or is otherwise in the best interests of the Company. The Board shall not have any obligation, implied or otherwise, to grant such an exemption. The Initial Requesting Persons (as defined below) have informed the Company that as of the Effective Date, the Initial Requesting Persons, together with all of their respective Affiliates and Associates, Beneficially Own...
BACKGROUND FACTS. The above Background Facts are true and correct and are hereby incorporated by this reference as if set forth in their entirety.
BACKGROUND FACTS. On January 10, 2001, USPS and FedEx entered into the Transportation Agreement (“Agreement”) which states that FedEx will provide for the transportation of certain USPS Products. On December 13, 2001, USPS and FedEx entered into the Addendum to the Agreement (“Addendum”) due to the USPS’ immediate need for the transportation of its Product over and above the Minimum Guaranteed Volumes listed in the Agreement. On April 3, 2002 and April 26, 2002, USPS and FedEx entered into the First Amendment to the Addendum and the Second Amendment to the Addendum, respectively. On August 29, 2002 and December 4, 2002, USPS and FedEx entered into the Second Addendum to the Agreement (“Second Addendum”) and the First Amendment to the Second Addendum, respectively which addressed the obligations of both parties through June 1, 2003. On January 30, 2003, USPS and FedEx entered into the Third Addendum to the Agreement (“Third Addendum”) which addressed the obligations of both parties through May 30, 2004. On June 4, 2003, USPS and FedEx entered into the First Amendment to the Third Addendum. On November 21, 2003 and December 8, 2003, USPS and FedEx entered into the Second Amendment to the Third Addendum and the Third Amendment to the Third Addendum, respectively. The parties now desire to extend the Interim Period beyond May 30, 2004, subject to the following terms:
BACKGROUND FACTS. A. The Company wishes to continue to employ Executive as its President and Chief Operating Officer (the “Position”); and B. Executive wishes to continue his employment relationship with the Company; and C. OneWater Marine Inc., a Delaware corporation, (“OWM Public”) is traded on NASDAQ and holds as its only asset a significant equity interest in the Company and will benefit from this Agreement.
BACKGROUND FACTS. The Recitals set forth above are true and correct and incorporated herein by this reference.
BACKGROUND FACTS. This Settlement Agreement is made in light of the following facts:
1.1 As of approximately October 17, 2013, the Parties entered into the Membership Interest Purchase Agreement (“MIPA”), the Transition Services Agreement (“TSA”), the Cash Allocation Agreement (“CAA”), the Escrow Agreement, and the Contribution Agreement (collectively, and including any amendments to the foregoing, the “Agreements”) in connection with Cinedigm’s acquisition of Gaiam’s entertainment media business (or “EMB”) (herein, the “Acquisition”);
1.2 After the Acquisition’s closing, Gaiam provided certain services to Cinedigm pursuant to the TSA and the CAA (the “TSA/CAA Services”);
1.3 On January 19, 2015, Gaiam filed a Demand for Arbitration with the American Arbitration Association (“AAA”), and several days later Cinedigm filed a Counterclaim (which was subsequently amended), and the action was styled as Gaiam, Inc., et al.
BACKGROUND FACTS. The Indemnitee currently is serving as a director and/or officer of the Company and the Company wishes the Indemnitee to continue in such capacity. Article IX of the Company's Certificate of Incorporation, as amended, authorizes the Company to indemnify Indemnitee to the fullest extent permitted by applicable law and to enter into binding agreements with Indemnitee to provide such indemnification. In order to induce the Indemnitee to continue to serve as a director and/or officer of the Company and in consideration of Indemnitee's continued service, the Company and the Indemnitee hereby agree as follows:
BACKGROUND FACTS. The Joint Venturers hereby recognize the following;
BACKGROUND FACTS. The Receiving Party has agreed to enter into this Agreement with CBRE Limited to further proceed with negotiations in relation to certain confidential real estate investment opportunities.
BACKGROUND FACTS. On January 10, 2001, USPS and FedEx entered into the Transportation Agreement ("Agreement") which states that FedEx will provide for the transportation of certain USPS Products. On December 13, 2001, USPS and FedEx entered into the Addendum to the Agreement ("Addendum") due to the USPS' immediate need for the transportation of its Product over and above the Minimum Guaranteed Volumes listed in the Agreement. On April 3, 2002 and April 26, 2002, USPS and FedEx entered into the First Amendment to the Addendum and the Second Amendment to the Addendum, respectively. On August 29, 2002 and December 4, 2002, USPS and FedEx entered into the Second Addendum to the Agreement ("Second Addendum") and the First Amendment to the Second Addendum, respectively which addressed the obligations of both parties through June 1, 2003. The parties now desire to extend the Interim Period beyond June 1, 2003, subject to the following terms: AGREEMENT
