Beginning on the Closing. Date and continuing until 180 days following the Effective Date or until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser or Majority Holders, issue any of its equity securities (or Derivative Securities), unless any shares of Common Stock issued or issuable in connection therewith are "restricted securities." As used herein "restricted securities" shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company or otherwise, in each case prior to twelve (12) months following the date of issuance of such securities.
Beginning on the Closing. Date and during a three (3) year period, Seller shall furthermore provide Buyer with its reasonable assistance in Buyer’s efforts to develop the Business on the territories of Mercosur.
Beginning on the Closing. Date and ending on the date the Note is paid in full, Company hereby grants to Investor a participation right, whereby Investor shall have the right to participate at Investor’s discretion in up to ten percent (10%) of the amount sold in any financing transaction involving the issuance of debt or equity securities of Company for cash consideration (the “Participation Right”). Within two (2) Trading Days following the consummation of a financing transaction, Company will provide Investor with written notice of the consummation of such financing transaction, along with copies of the transaction documents. Investor will then have up to five (5) calendar days to elect to purchase up to ten percent (10%) of the amount of debt or equity securities issued in such transaction on the most favorable terms and conditions offered to any other purchaser of the same securities. The parties agree that in the event Company breaches its obligations with respect to the Participation Right, Investor’s sole and exclusive remedy shall be to receive, as liquidated damages, an amount equal to twenty percent (20%) of the amount Investor would have been entitled to invest under the Participation Right. For the avoidance of doubt, Company’s breach of its obligations with respect to the Participation Right will not be considered an Event of Default (as defined in the Note) under the Note.
Beginning on the Closing. Date and during continued employment with Parent or its Affiliates, each Continuing Employee:
(i) shall receive the annual base salary or hourly wage that is specified in the Continuing Employee’s offer of continuing employment with Parent or its Affiliate;
(ii) shall be eligible to earn an annual cash bonus or incentive payment for the calendar year that includes the Closing Date that is equal to the sum of (x) the amount earned under the applicable incentive plan that is a Company Plan for the portion of such year that ends on the Closing Date plus (y) the amount earned under the Parent Benefit Plan that is an incentive plan for the portion of such year beginning on the day after the Closing Date; such total amount, if any, to be paid on the same date that incentives are paid under such Parent Benefit Plan, subject to the provisions of Attachment 2 to Section 6.01of the Company Disclosure Schedule; and
(iii) shall continue to participate through December 31, 2015 or, if later, the Closing, in the Company Plans in which the Continuing Employee was participating on the Closing Date (other than the Company Equity Plans). Parent, in its discretion, may allow Continuing Employees to continue participation in one or more Company Plans after such date until the date determined by Parent and thereafter Continuing Employees shall be eligible to participate in the Parent Benefit Plans in accordance with the terms and conditions of the Parent Benefit Plans subject to the terms and conditions of this Section 7.08.
