Employees and Affiliates. The Company shall not make any change in ------------------------ the compensation payable or to become payable to any of its officers, directors, employees, agents, affiliates or consultants, enter into or amend any employment, severance, termination or other agreement or make any loans to any of its officers, directors, employees, agents, affiliates or consultants or make any change in its existing borrowing or lending arrangements for or on behalf of any of such persons, or otherwise enter into any transactions with or make any payment to or for any affiliate of the Company, in each case whether contingent on consummation of the Merger or otherwise, except for increases in the compensation payable to non-management salaried employees in the ordinary course of business and consistent with past practice.
Employees and Affiliates. The Seller is not, as of the date of this representation, nor has Seller been for the last one hundred and twenty (120) days, an employee, officer, director or direct or indirect beneficial owner of more than ten percent (10%) of any class of equity security of the Issuer, or of any entity, directly or indirectly, controlling, controlled by or under common control with the Issuer, or otherwise been an “affiliate” as that term is used in Rule 144. For purposes of this paragraph, the “Seller” includes any person that would be included with the Seller for purposes of Rule 144(a)(2).
Employees and Affiliates a. Manchester represents and warrants that (i) it is not, as of the date of this representation, and has not been for the last one hundred twenty (120) days, an employee, officer, director or direct or indirect beneficial owner of more than ten percent (10%) of any class of equity security of the Company, or of any entity, directly or indirectly, controlling, controlled by or under common control with the Company, or otherwise been an “affiliate” as that term is used in Rule 144 promulgated under the Securities Act, (ii) no consideration has been offered or paid by Manchester to any person to amend or consent to a waiver, modification, forbearance, exchange or otherwise of any provision of the RH Exchange Note, (iii) Manchester has not, directly or indirectly, controlled, been controlled by or been under common control with the Company. For purposes of this paragraph, “Manchester” includes any person or entity that would be included with Manchester for purposes of Rule 144(a)(2).
b. The Company represents and warrants to Manchester that (i) Manchester is not, as of the date of this representation, and has not been for the last one hundred twenty (120) days, an employee, officer, director or direct beneficial owner of more than ten percent (10%) of any class of equity security of the Company, or otherwise been an “affiliate” as that term is used in Rule 144 promulgated under the Securities Act, (ii) no consideration has been offered or paid by Manchester to amend or consent to a waiver, modification, forbearance, exchange or otherwise of any provision of the RH Exchange Note, (iii) Manchester has not, directly or indirectly, controlled, been controlled by or been under common control with the Company; and the RH Note has been outstanding for in excess of one year and the RH Note has not been amended since the issuance date thereof.
Employees and Affiliates not:
(i) increase in any manner the compensation or fringe benefits of any trustee (or person occupying a similar position in any other entity) or officer of the Company or any Company Subsidiary or pay any benefit not required by any plan and arrangement as in effect as of the date hereof;
(ii) increase the compensation or benefits payable or to become payable to the Company's employees or employees of any of the Company's Subsidiaries, other than the payment of 2003 annual bonuses; provided, that the aggregate amount of the 2003 annual bonuses shall not exceed the amount set forth in Section 5.1(f)(ii) of the Company Disclosure Letter, as such amount shall be reduced by the accrued, but unpaid bonus amounts payable to individuals who cease to be employees of the Company and its Subsidiaries prior to the payment of the 2003 annual bonuses; provided, further that no bonuses shall be awarded for employment or services rendered in 2004;
(A) adopt any new, (B) grant any award under, or (C) amend or otherwise increase, or accelerate the payment or vesting of the amounts payable or to become payable under, any existing Employee Plan;
(iv) enter into or modify or amend any employment or severance agreement with or grant any severance or termination rights to any officer, trustee (or person occupying a similar position in any other entity) or employee;
(v) make any loan to any trustee (or person occupying a similar position in any other entity), executive officer or employee (other than travel advances in the Ordinary Course of Business to employees who are not executive officers); or
(vi) engage in a transaction with (except pursuant to Contracts listed on Section 3.13 of the Company Disclosure Letter), or enter into, amend, modify, terminate, waive or take any similar action with respect to any Contract with, an Affiliate, or a person described in clauses (i), (ii), or (iii) of Section 3.13.
Employees and Affiliates. The Seller is not, as of the date of this representation, and has not been for the last one hundred twenty (120) days, an employee, officer, director or direct or indirect beneficial owner of ten percent (10.00%) or more of any class of equity security of the Company, or of any entity, directly or indirectly, controlling, controlled by or under common control with the Company, or otherwise been an “affiliate” as that term is used in Rule 144 promulgated under the 1933 Act. For purposes of this paragraph, the “Seller” includes any person or entity that would be included with the Seller for purposes of Rule 144(a)(2). For purposes of Rule 144, the Note has been held continuously by the Seller since the Note Issuance Date. The transactions contemplated by this Agreement are to be undertaken by the Seller without any restriction or limitation whatsoever any without any requirement to have such sale registered under the 1933 Act.
Employees and Affiliates. 32 6.11 Amendments; New Agreements................................ 32 6.12
Employees and Affiliates. The Borrower shall not (a) have any ------------------------ paid employees or consultants earning in excess of $60,000 per annum except as heretofore disclosed to the Lender nor a payroll that exceeds $5,000 per week, (b) pay director's fees or other remuneration to or reimburse the expenses of any of its directors or officers, or (c) pay to or reimburse any Affiliate of the Borrower and its Subsidiaries for services rendered by such Affiliate to the Borrower and its Subsidiaries; provided, however, that the foregoing -------- ------- restrictions shall not apply to (i) transactions between Subsidiaries of the Borrower, or among the Borrower and its Subsidiaries, in each case in the ordinary course of business on arms-length terms, (ii) payment or reimbursement of any amount attributable to corporate overhead (including, without limitation, director and officer insurance and claims properly made by a director or officer for reimbursement or indemnification) or (iii) transactions approved by the Lender.
Employees and Affiliates except as required by any Legal Requirement, not:
(i) increase in any manner the compensation or fringe benefits of any trustee, director or officer of the Company or any Company Subsidiary or pay any benefit not required by any plan and arrangement as in effect as of the date hereof;
(ii) increase the compensation or benefits payable or to become payable to the Company’s employees or employees of any of the Company’s Subsidiaries;
(iii) except for the issuance of up to 331,250 LTIP Units as described in Section 2.2(c), (A) adopt any new, (B) grant any award under, or (C) amend or otherwise increase, or accelerate the payment or vesting of the amounts payable or to become payable under, any existing Employee Plan;
(iv) enter into or modify or amend any employment or severance agreement with or grant any severance or termination rights to any officer, trustee, director or employee;
(v) make any loan to any trustee, director, executive officer or employee (other than travel advances in the ordinary course of business);
(vi) engage in a transaction with, or enter into, amend, modify, terminate, waive or take any similar action with respect to any Contract with, an Affiliate, or a person described in Section 3.12;
Employees and Affiliates. Assignor is not, as of the date of this representation, and has not been for at least the last one hundred and twenty (120) days, an employee, officer, director or direct or indirect beneficial owner of more than ten percent (10%) of any class of equity security of the Company, or of any entity, directly or indirectly, controlling, controlled by or under common control with the Company, or otherwise been an “affiliate” as that term is used in Rule 144. For purposes of this paragraph, the “Assignor” includes any Person that would be included with the Assignor for purposes of Rule 144(a)(2).
Employees and Affiliates. Divert or attempt to divert from the Company or any of its affiliates any person employed by the Company or acting on behalf of or as a representative of the Company or any of its affiliates by influencing or attempting to influence such person to leave the Company’s employment or to work for or on behalf of any other business.
