Company Agreements. The Company shall have delivered:
(i) This Agreement, duly executed by the Company;
(ii) The Closing Escrow Agreement, duly executed by the Company and the Escrow Agent; and
(iii) The Registration Rights Agreement, duly executed by the Company.
Company Agreements. No default by the Company or, to the knowledge of the Company, any other party, exists in the due performance under any material agreement to which the Company is a party or to which any of its assets is subject (collectively, the “Company Agreements”). The Company Agreements are in full force and effect in accordance with their respective terms, subject to any applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally and to general equitable principles and the availability of specific performance.
Company Agreements. The Board has granted waivers from the Related Party Limit to the Owners in excess of the Related Party Limit pursuant to its authority provided in Section 4(l)(iii) of Division B of the Articles. A copy of the Board resolution granting such waiver is attached as Exhibit B hereto.
Company Agreements. (a) Schedule 5.13(a) lists as of the date of this Agreement (i) each Company Agreement that is material to the business, assets, liabilities, results of operation, operations or financial condition of the Company taken as a whole, and (ii) without regard to materiality, each of the following:
(i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by the Company;
(ii) any guaranty, direct or indirect, primary or secondary, by the Company of any obligation for borrowings or otherwise, excluding endorsements made for collection in the Ordinary Course;
(iii) any Company Agreement made other than in the Ordinary Course;
(iv) any Company Agreement providing for the grant of any preferential rights to purchase or lease any of the assets of the Company;
(v) any Company Agreement providing for any obligation to register any Shares or other securities of the Company with the Securities and Exchange Commission or otherwise relating to such other securities;
(vi) any Company Agreement providing for any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons;
(vii) any Company Agreement that is a collective bargaining agreement with any labor union;
(viii) any Company Agreement providing for any lease or similar arrangement for the use by the Company of personal property involving payments of in excess of $15,000 per annum;
(ix) any Company Agreement to which any Insider is a Party;
(x) any Company Agreement with a term in excess of one year or providing for aggregate payments in excess of $15,000 or $30,000 for all such Company Agreements that are not otherwise listed on Schedule 5.13(a);
(xi) any Company Agreement that contains a non-competition provision relating to the business of the Company (or, at any time after the consummation of the Closing, Parent or any of its Affiliates) or any other Contract restricting the right of the Company (or, at any time after the consummation of the Closing, Parent or any of its Affiliates) to conduct business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas or lines of business, or that grants the other Party or any third Person "most favored nation" status;
(xii) any Company Agreement that is a partnership, joint venture or similar agreement; and
(xiii) any Company Agreement relating to the acqui...
Company Agreements. (a) During the Standstill Term, the Company shall not take any action or omit to take any action that would prevent or impede the Holder or its Affiliates from acquiring beneficial ownership of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents to the extent that, after giving effect to such acquisition, the Standstill Parties would beneficially own less than the Standstill Limit, including by adopting a shareholder rights plan applicable to the Standstill Parties that contains a threshold below the Standstill Limit if such shareholder rights plan does not otherwise permit the Holder to beneficially own up to the Standstill Limit, provided, however, that nothing contained in this Section 5.2 or elsewhere in this Warrant shall affect the Company’s ability to (i) take and disclose a position in accordance with Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) make any disclosure to the Company’s stockholders, in each case if, in the good faith judgment of the Company’s Board of Directors, the failure to take such position and/or make such disclosure would be inconsistent with the directors’ fiduciary duties under applicable law or any disclosure requirements under applicable law. During the Standstill Term, Holder shall, and shall cause its Affiliates to, not take any action or omit to take any action that would prevent or impede the Company or its Affiliates from maintaining and enforcing the provisions of the Shareholder Rights Agreement, dated August 11, 2011, by and between the Company and Continental Stock Transfer & Trust Company, as amended and in effect on the date hereof (the “Rights Plan”), including without limitation, by voting (or, if applicable, by executing a written consent with respect to) all of its and their Shares of Then Outstanding Common Stock in favor of any renewal of such shareholder rights plan or adoption of a replacement shareholder rights plan in each case that is materially consistent with the Rights Plan should the Company submit such renewal or adoption to the stockholders of the Company for their approval.
(b) Following expiration of the Standstill Term, the Company shall not take any action or omit to take any action that would force the Holder to dispose of any of its holdings of Shares of Then Outstanding Common Stock.
(c) Upon the expiration of the Standstill Term (the “Potential Standstill Term Expiration Date”), in the event that the Standstill P...
Company Agreements. (a) Section 4.12(a) of the Company Disclosure Letter lists as of the date of this Agreement each of the following Company Agreements (collectively, the “Company Material Agreements”):
(i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by the Company;
(ii) any guaranty, direct or indirect, primary or secondary, by the Company of any obligation for borrowings or otherwise, excluding those made in the Ordinary Course;
(iii) any Company Agreement providing for the grant of any preferential rights to purchase or lease any of the material assets of the Company;
(iv) any Company Agreement providing for any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons other than in the Ordinary Course;
(v) any Company Agreement that is a collective bargaining agreement with any labor union;
(vi) any Company Agreement providing for any lease or similar arrangement for the use by the Company of personal property involving payments of in excess of $175,000 per annum that is not cancellable within 30 days without payment of any premium or penalty;
(vii) any Company Agreement with a term in excess of one year or providing for aggregate payments in excess of $175,000 that is not cancellable within 30 days without payment of any premium or penalty;
(viii) any Company Agreement that contains a non-competition provision restricting the business of the Company (or, at any time after the consummation of the Closing, the Purchaser or any of its Affiliates) or that grants the other party or any third Person “most favored nation” status;
(ix) any Company Agreement relating to the acquisition or disposition of any material amount of assets outside of the Ordinary Course; and
(x) any Company Agreement that is a partnership, joint venture or similar agreement.
(b) Copies of all written Company Material Agreements have been delivered or otherwise made available to the Purchaser prior to the date of this Agreement.
(c) With such exceptions as, individually or in the aggregate, do not have, and would not be reasonably likely to have, a Material Adverse Effect on the Company:
(i) all of the Company Agreements are in full force and effect and are valid and binding on and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, on and against the other parties thereto, exc...
Company Agreements. Following the exercise of this warrant, upon the request of the Company, Holder shall execute a counterpart signature page to the investor and stockholder agreements governing the rights and obligations in respect of the Company’s Series B Preferred Stock.
Company Agreements. Except as set forth on Schedule 3.16 hereto or any other Schedule hereto, neither the Company nor any of its Subsidiaries is a party to:
(a) any bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, contract or arrangement or other employee benefit plan or arrangement;
(b) any employment agreement with any present employee, officer, director or consultant (or former employees, officers, directors and consultants to the extent there remain at the date hereof obligations to be performed by the Company or any of its Subsidiaries);
(c) any agreement for personal services or employment with a term of service or employment specified in the agreement or any agreement for personal services or employment in which the Company or any of its Subsidiaries has agreed on the termination of such agreement to make any payments greater than those that would otherwise be imposed by law;
(d) any agreement of guarantee or indemnification in an amount that is material to the Company and its Subsidiaries taken as a whole;
(e) any agreement or commitment containing a covenant limiting or purporting to limit the freedom of the Company or any of its Subsidiaries to compete with any person in any geographic area or to engage in any line of business;
(f) any lease other than the Company Leases under which the Company or any of its Subsidiaries is lessee that involves payments of $50,000 or more per annum or is material to the conduct of the business of the Company;
(g) any joint venture or profit-sharing agreement (other than with employees);
(h) except for trade indebtedness incurred in the ordinary course of business and equipment leases entered into in the ordinary course of business, any loan or credit agreements providing for the extension of credit to the Company or any of its Subsidiaries or any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise that individually is in the amount of $50,000 or more;
(i) any license agreement, either as licensor or licensee, involving payments (including past payments) of $50,000 in aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's representative, or sales agency or any other similar material contract or commitment;
(j...
Company Agreements. The Investor hereby agrees and acknowledges that (i) the Company may enter into a Management Incentive Plan on terms substantially consistent with the terms set forth on Exhibit D after the Subscription Closing and before the Closing, (ii) the Company may enter into subscription agreements and related side letter agreements as part of the Private Placement after the Subscription Closing and before the Closing, with up to two (2) Additional Investors on terms substantially consistent with the terms set forth on Exhibit E, and (iii) the forms of the Shareholders Agreement and the Bye-laws may be revised to reflect such Management Incentive Plan, and any such subscription by an Additional Investor, as the Company deems appropriate consistent with Exhibits D and E, as applicable; provided, however, that, other than as set forth on Exhibit E, any such Additional Investor shall subscribe for Class A Shares on terms substantially similar to the terms agreed to by the Investor and, in any case, each such Additional Investor (x) shall acquire its initial Share at the Closing, (y) shall have a commitment period equal to the Commitment Period and (z) shall subscribe for Shares at a purchase price of EUR 10.00 per Share.
Company Agreements. The Company shall have delivered or cause to be delivered this Agreement, duly executed by the Company;
