Concerning the Purchase Agreement, the Security Agreement and the Warrants Sample Clauses

Concerning the Purchase Agreement, the Security Agreement and the Warrants. On November 23, 2005 the Company gave the Purchaser a Maximum Share Amount Notice. Notwithstanding the provisions of Section 6.16 of the Purchase Agreement and the provisions of the Security Agreement, the Company and the Purchaser agree as follows: (a) The Company shall seek, and use its best efforts to obtain, the Stockholder Approval by May 1, 2006, rather than by the date that is 60 days after the Maximum Share Amount Notice Date for such Maximum Share Amount Notice. (b) The Purchaser’s right to require redemption of the Note during the 30-day period otherwise provided for in Section 6.16(b)(2) of the Purchase Agreement in respect of such Maximum Share Amount Notice shall be tolled until the earlier of (1) May 1, 2006 and (2) the date on which the stockholder meeting is held (the “Redemption Right Date”), with the result that the Purchaser’s right to require redemption of the Note pursuant to Section 6.16(b)(3) of the Purchase Agreement shall be a right to require such redemption, whether or not the Company obtains Stockholder Approval, and such right may be exercised commencing on the Redemption Right Date. (c) Notwithstanding Section 15(c)(6) of the Security Agreement, upon the later of (x) December 30, 2005 and (y) the date on which the Company has by Share Redemption or cash redemption reduced the aggregate outstanding principal amount of the Notes to $10,000,000 or less, the Company shall be entitled to release of all cash Collateral in excess of $7,936,405.20 upon the Company’s request therefor in accordance with Section 15(c) of the Security Agreement and satisfaction of the other requirements of Section 15(c) of the Security Agreement. Thereafter, until such time as no Maximum Share Amount Deficiency exists, if the aggregate outstanding principal amount of the Notes is reduced below $10,000,000 the Company shall be entitled, upon its request and the satisfaction of the requirements of Section 15(c) of the Security Agreement other than Section 15(c)(6) of the Security Agreement, to release of cash Collateral in excess of the lesser of (x) $7,936,405.20 and (y) the aggregate outstanding principal amount of the Notes. If no Maximum Share Amount Deficiency exists, then the provisions of Section 15(c) of the Security Agreement, without regard to the foregoing provisions of this Section 2.3(c), shall once again be in effect. The Purchaser hereby consents to the release of $2,063,594.80 of Collateral pursuant to Section 15(e) of the Security Agreement...
Sample 1
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Related to Concerning the Purchase Agreement, the Security Agreement and the Warrants

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Certain Agreements of the Initial Purchasers Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) a written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 4(c) above (including any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by the Company in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Delivery of the Funding Agreement and the Guarantee The Trust hereby authorizes the Custodian, on behalf of the Indenture Trustee, to receive the Funding Agreement from Principal Life and the Guarantee from PFG pursuant to the assignment of the Funding Agreement and Guarantee (the “Assignment”), to be entered into on the Original Issue Date, included in the closing instrument dated as of the Original Issue Date (the “Closing Instrument”).

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

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