Company Obligation. The Company will not, except as may be required by law, issue any official press release or statement which is intended to disparage Executive.
Company Obligation. With respect to each Company that is a Massachusetts business trust, a copy of each Company’s Amended and Restated Agreement and Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement has been executed on behalf of each Company by an officer of the Company in his or her capacity as an officer and not individually. The obligations of this Agreement shall only be binding upon the assets and property of each Company and shall not be binding upon any trustee, officer, or shareholder of each Company individually. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Senior Vice President PACIFIC INVESTMENT MANAGEMENT COMPANY LLC By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx President Each Company is authorized to issue the following shares/units: PCM Fund Inc Common $0,001 300,000,000,000 PIMCO California Municipal Income Fund Common $0.00001 Unlimited PIMCO California Municipal Income Fund II Common $0.00001 Unlimited PIMCO California Municipal Income Fund III Common $0.00001 Unlimited PIMCO Corporate & Income Opportunity Fund Common $0.00001 Unlimited PIMCO Corporate & Income Strategy Fund Common $0.00001 Unlimited PIMCO Dynamic Income Fund Common $0.00001 Unlimited PIMCO Global StocksPLUS & Income Fund Common $0.00001 Unlimited PIMCO High Income Fund Common $0.00001 Unlimited PIMCO Income Opportunity Fund Common $0.00001 Unlimited PIMCO Income Strategy Fund Common $0.00001 Unlimited PIMCO Income Strategy Fund n Common $0.00001 Unlimited PIMCO Municipal Income Fund Common $0.00001 Unlimited PIMCO Municipal Income Fund II Common $0.00001 Unlimited PIMCO Municipal Income Fund III Common $0.00001 Unlimited PIMCO New York Municipal Income Fund Common $0.00001 Unlimited PMCO New York Municipal Income Fund II Common $0.00001 Unlimited PIMCO New York Municipal Income Fund III Common $0.00001 Unlimited PIMCO Strategic Income Fund Inc. Common $0.00001 500,000,000.000 PIMCO Dynamic Credit income Fund Common $0.00001 Unlimited FEE SCHEDULE American Stock Transfer & Trust Company, LLC (AST) will provide the below listed funds with complete transfer agent and registrar services. The following commitment is intended to be a comprehensive summary of the fees associated with services proposed to PIMCO Funds. TRANSFER AGENT AND RELATED SERVICES All standard services listed on the Service Addendum attached hereto are included in the flat all- inclusive monthly fee. Flat ...
Company Obligation. A copy of the Company’s declaration of trust or certificate of incorporation, as applicable, is on file with the secretary of state, or the equivalent, of its jurisdiction of organization, and notice is hereby given that this Agreement has been executed on behalf of the Company by an officer of the Company in his or her capacity as an officer and not individually. The obligations of this Agreement shall only be binding upon the assets and property of the Company and shall not be binding upon any trustee, officer, or shareholder of the Company individually.
Company Obligation. Notwithstanding anything to the contrary in Section 4(c), the Company shall be obligated to purchase the Put Shares at the Put Closing unless (i) any such purchase would violate, or be prohibited by the terms of any then existing bona fide credit agreement, indenture, or instrument evidencing indebtedness for borrowed money or the guarantee thereof, of or binding upon Blyth or the Company that has been negotiated and maintained in good faith with an independent third party; (ii) the Board determines, in good faith and in the reasonable exercise of its discretion, that such purchase would materially adversely affect the Company; or (iii) an Initial Public Offering has occurred prior to the Put Closing. The Company shall notify the Participant in writing (a “Put Rejection Notice”) promptly upon the making of a determination that it is not obligated to purchase some or all of the Put Shares pursuant to this Section 4(b).
Company Obligation. The Company shall indemnify and hold harmless the Manager, its Affiliates, and its and their respective officers, directors, employees, partners, attorneys and agents from and against any losses, claims, damages or liabilities (including, but not limited to, reasonable attorneys’ fees and litigation-related expenses) (“Losses”) incurred in connection with any threatened or pending third party action, suit, proceeding or claim relating to, arising out of or in connection with this Agreement, except for any Losses arising out of the Manager’s breach of its standard of care (including its fiduciary duty to the Company for the Investment Management Services) as set forth in Section 1 and confidentiality obligations as set forth in Article 16.
Company Obligation. The Company shall, as expeditiously as possible following the Effective Date, use its best efforts to register under the Act the Purchase Options and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the "REGISTRABLE SECURITIES"). On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter.
Company Obligation. Subject to the limitations of this Agreement, if, during the Change of Control Period, the Company shall terminate the Executive’s employment or the Executive shall terminate his employment with the Company for Good Reason (in either case, a “Termination”), the Company shall: (a) pay to the Executive in a single sum within thirty (30) days after the Termination an amount equal to two (2) times the Executive’s Compensation; (b) provide Medical and Hospital Benefits at the Company’s cost for a period of the lesser of (x) twenty-four (24) consecutive months beginning with the date of Termination or (y) the maximum period of time permitted by law; (c) provide executive level outplacement assistance benefits in an amount not to exceed ten thousand dollars ($10,000); and (d) accelerate all of the Executive’s options or rights to acquire securities of the Company that are outstanding immediately prior to the date of a Change of Control, whether or not then exercisable, so that they automatically become immediately exercisable in full thereafter. If the Executive’s employment is terminated with the Company during the Change of Control Period for any reason, excluding a termination for Good Reason, or if the Company shall terminate the Executive’s employment due to Cause, death or the Executive’s disability which renders the Executive unable to perform the essential functions of the position, this Agreement shall terminate without any obligation of the Company to the Executive hereunder. If the Executive is offered employment by a successor to the Company or its business or assets or by its Affiliate or a successor to such Affiliate or its business or assets on terms and conditions that are reasonably comparable to the Executive’s terms and conditions of employment with the Company (including this Agreement), the Company shall not have an obligation hereunder to the Executive. If any payment under this Agreement, either alone or together with any other payment, benefit or transfer of property which the Executive receives or has a right to receive from the Company or its Affiliate (the “Total Payments”), would constitute a nondeductible “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, amended (the “Code”)) or nondeductible “employee remuneration” under Section 162(m) of the Code, such payment under this Agreement shall be reduced to the largest amount as will result in no portion of the payment under this Agreement being s...
Company Obligation. The Company acknowledges and agrees that, if the Holder shall be obligated to pay and pays to the Agent for distribution to the holders of the Convertible Notes an Excess Payment, the Company shall be deemed to have satisfied its obligations in respect of this Convertible Note only to the extent of the Excess Payment actually retained or received by the Holder after giving effect to the pro rata payments by the Agent to the holders of the Convertible Notes. The obligations of the Company in respect of the Convertible Notes held by other holders shall be deemed to have been satisfied to the extent the amount of the Excess Payment distributed to each by the Agent and not required to be returned.
Company Obligation. If the computations and valuations required to be provided by the Company to the Executive pursuant to this Section 5 are on audit challenged by the Internal Revenue Service as having been performed in a manner inconsistent with the requirements of Code Sections 280G and 4999 and as a result of such audit or determination, (i) the amount of cash and the benefits provided for in Section 5 remaining to Executive after completion of such audit or determination is less than (ii) the amount of cash and the benefits which were paid or provided to Executive on the basis of the calculations provided for in Section 5 (the difference between (i) and (ii) being referred to as the “Short Fall Amount”), then the Executive shall be entitled to receive an additional payment (an “Indemnification Payment”) in an amount such that, after payment by the Executive of all taxes (including additional excise taxes under said Code Section 4999 and any interest, and penalties imposed with respect to any taxes) imposed upon the Indemnification Payment and all reasonable attorneys’ and accountants’ fees incurred by the Executive in connection with such audit or determination, the Executive retains an amount of the Indemnification Payment equal to the Short Fall Amount. The Company shall pay the Indemnification Payment to the Executive in a lump sum cash payment within ten (10) days of the completion of such audit or determination.
Company Obligation. Notwithstanding the provisions of any trust agreement or similar funding vehicle to the contrary, the Company shall remain obligated to pay benefits under the Program. Nothing in the Program or any trust agreement shall relieve the Company of its liabilities to pay benefits under the Program except to the extent that such liabilities are met by the distribution of trust assets.
