CHI. 2670546.8
CHI. CTA/NEA shall receive a copy of all documents, grievances, and appeals at the formal levels.
CHI. Samstock and ZFT jointly and severally represent and warrant to the Company as follows:
CHI. CEPH, CEPM, the Company and CEP Equity will enter into various bills of sale, assignments, conveyances and related documents (collectively, the “Contribution Documents”) pursuant to which the following transactions will occur immediately prior to or on the Closing Date:
CHI. 64213081v14 (b) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing in U.S. Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurodollar Revolving Borrowing in Euros, not later than 11:00 a.m., London time, three (3) Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing of any Class shall be applied ratably to the Revolving Loans of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. SECTION 2.12.
CHI. CHI is a private, nonprofit organization with an operating budget of 14.5 million and dedicated to furthering the independence, self-reliance and dignity of individuals with developmental disabilities. CHI serves on a daily and regular basis approximately 400 individuals whose diagnoses include: cerebral palsy, hearing impaired, blindness, physical disabilities, medically fragile, behaviorally challenged, intellectually challenged and multiple disabilities. CHI is licensed by the State of Maryland, Department of Health and Mental Hygiene, Education, Labor, Xxxxxxxxxx County Department of Human Services and accredited by Department of Rehabilitation Services. The major programs and services of CHI are as follow: Day Supports, Residential Services, Employment Services, Business Services and Personal Supports.
CHI. CLUSTERING-BASED MALICIOUS HELPER IDENTIFICATION Until this section, we have assumed the existence of an MHD algorithm which can achieve perfect detection accuracy
CHI. 2117543.7 “This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of July 28, 2008, among Xxxx X. Xxxxxx Trust dated September 20, 1989, Akorn, Inc. (“Akorn”), Akorn (New Jersey), Inc., (“Akorn New Jersey” and together with Akorn, the “Companies”, and each a “Company”) and LaSalle Bank National Association (“Administrative Agent”), to the indebtedness (including interest) owed by the Companies pursuant to that certain Credit Agreement dated as of October 7, 2003 among the Companies, Administrative Agent and the lenders from time to time party thereto, as such Credit Agreement has been and hereafter may be amended, supplemented or otherwise modified from time to time and to indebtedness refinancing the indebtedness under that agreement as contemplated by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.”
CHI. 3027556.3 If you have any questions, please contact Xxxx Xxxxxxxxxx (email xxxx.xxxxxxxxxx@xxxx.xxx or telephone (000) 000-0000). Otherwise, please sign a copy of this Award Letter in the space indicated below and return it to Xxxx Xxxxxxxxxx. Sincerely, Medley Capital LLC, in its capacity as managing member of the Company By: Name: Title: MEMBER: The undersigned accepts and agrees to the foregoing, and hereby accedes to, and agrees to be bound by, the terms of the Company Agreement as a Non-Managing Member: [Name of recipient] EXHIBIT F Carried Interest Percentages Awarded Employee Name or ID Medley RealD Investors LLC Medley Avantor Investors LLC Medley Cloverleaf Investors LLC Medley Caddo Investors LLC Employee ID 172 30.7% 30.7% 30.7% 30.7% Xxxxxxxxxxx Xxxxx (related party) 9.8% 7.7% 9.3% 8.2% Xxxxxxx X. Xxxxxxx, Xx. (named executive) 5.9% 4.6% 5.6% 4.9% Xxxx X. Xxxxxxxxxx (named executive) 5.9% 4.6% 5.6% 4.9% Employee ID 804 5.9% 4.6% 5.6% 4.9% Xxxxx Xxxxx (named executive) 3.9% 3.1% 3.7% 3.3% Xxxx Xxxxx (named executive) 3.9% 3.1% 3.7% 3.3% Xxxxxxx Xxxxxx (named executive) 3.9% 3.1% 3.7% 3.3% Employee ID 157 0.0% 8.7% 0.0% 0.0% Employee ID 216 0.0% 0.0% 2.2% 2.2% Employee ID 167 0.0% 0.0% 0.0% 2.2% Employee ID 196 0.0% 0.0% 0.0% 2.2%
CHI. 2949588.3 ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the expiration of the Exchange Offer, it will make this Prospectus, as amended or supplemented, available to any broker- dealer for use in connection with any such resale. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the 1933 Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the 1933 Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the 1933 Act. For a period of 180 days after the expiration of the Exchange Offer the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter...
