Certain Agreement. Stockholder agrees that in connection with an Acquisition Proposal subject to Section 3(c) hereof, Stockholder will not at a time when the Company is party to an agreement providing for an Acquisition Proposal or when Stockholder has knowledge that the Company intends to promptly enter into such an agreement, agree to accept a lower consideration per share in connection with such Acquisition Proposal than that paid to other stockholders of the Company if such agreement would result in Parent receiving less a lesser amount pursuant to Section 3(c).
Certain Agreement. Prior to Closing and for a reasonable period thereafter, Seller shall cooperate with Buyer to assist Buyer in entering into an agreement with Axiom International with respect to customer information relating to the Business.
Certain Agreement. Any of the Exclusivity Agreement or the Trust Support Agreement shall be amended, modified, waived, canceled, terminated, revoked or rescinded without the express prior written agreement, consent or approval of the Lender; or
Certain Agreement. The Buyers have been advised that the Partnership GP has requested the Partnership to reimburse it for all past and future obligations of the Partnership GP under an agreement dated March 7, 2005 between the Partnership GP and Xxxx Xxxxx and Buyers acknowledge that the Partnership is bound, and Buyers agree to cause the Partnership to make such reimbursement without offsets, defenses or counterclaims, except that the Partnership shall have such defenses as may become available to the Partnership GP pursuant to such Agreement.
Certain Agreement. If Borrower defaults in the observance or ----------------- performance of any agreement contained in Article 7 of this Agreement ("Negative Covenants") or in the observance or performance of the agreements set forth in Section 4.2 ("Special Collection Accounts"), 6.1 ("Insurance"), 6.2 ("Corporate Existence; Qualification") (with respect to existence only), 6.10 ("Visits and Inspections"), 6.15 ("Additional Documents"), 6.16 ("Notice to Bank") (with respect to parts (a) and (b) only), 6.17 ("Subordination of Debt"), 6.18 ("Collection of Accounts"), or 6.23 ("Financial Covenants"); or
Certain Agreement. Metromedia shall be satisfied as to the ----------------- matters referred to in that certain side letter dated the date hereof between the Company and Metromedia.
Certain Agreement. (a) (i) The Company covenants and agrees that it will not, without the prior written consent of the Investor, sell Common Stock or Common Stock Equivalents to any third party on any date which is fifteen (15) days prior to, or five (5) days subsequent to, any l Closing Date.
Certain Agreement. Each of the agreements referenced in clauses (i) through (iv) of Section 2.6 shall become effective concurrently as of the Effective Time.
Certain Agreement. The Company will not, and will not permit any of its Subsidiaries to, amend, waive or modify the IJDA, if such amendment, waiver or modification (individually or in combination with other amendments, waivers and modifications) could reasonably be expected to result in a material adverse effect on (a) the business, assets, operations or financial condition of the Company or (b) the rights of or remedies of the Lenders under this Agreement.
Certain Agreement. (i) Any breach or default (after giving effect to any applicable notice or cure periods) of the LSMS Agreement, the Expenses Sharing Agreement, or the Affiliate Fee Sharing Agreement by any Loan Party, MidCountry Bank, or any of their respective Subsidiaries or Affiliates, (ii) MidCountry Bank sends to any Loan Party or the Administrative Agent a Notice of Termination of or suspension of performance of any of its obligations under the LSMS Agreement (excluding the termination or suspension of the origination of loans in accordance with the LSMS Agreement), (iii) the LSMS Agreement expires, is terminated or is not otherwise in full force and effect, or the Interim Service Period (as defined in the LSMS Agreement) is in effect, or (iv) breach or default by any party to any MidCountry Bank Purchase Document.
