Further Acknowledgement. The parties to this Amendment agree and acknowledge that certain Locked-Up Holders are executing this Amendment as investment advisors for, and on behalf of, certain investment funds and institutional separate accounts. Notwithstanding the foregoing, by executing this Amendment, each such Locked-Up Holder executing this Amendment in such capacity further represents and warrants to the other Locked-Up Holders that (i) it has the requisite power and authority to agree to all of the matters set forth in this Amendment with respect to the Emmis securities such Locked-Up Holder beneficially owns in its capacity as investment advisor with discretionary authority, (ii) it has the full authority on behalf of all such funds and accounts to vote, transfer and hold all the Emmis securities such Locked-Up Holder beneficially owns, and (iii) it has all requisite power and authority to enter into this Amendment and to perform its respective obligations under, this Amendment, on behalf of each such fund.
Further Acknowledgement. The parties to this Agreement agree and acknowledge that certain Locked-Up Holders are executing this Agreement as investment advisors for, and on behalf of, certain investment funds identified on such Locked-Up Holders' signature pages. Notwithstanding the foregoing, by executing this Agreement, each such Locked-Up Holder executing this Agreement in such capacity further represents and warrants to the other Locked-Up Holders that (i) it has the requisite power and authority to agree to all of the matters set forth in this Agreement with respect to the Company securities such Locked-Up Holderbeneficially owns (including those set forth on its signature page), (ii) it has the full authority on behalf of all such funds to vote, transfer and hold all the Company securities such Locked-Up Holder beneficially owns, and (iii) it has all requisite power and authority to enter into this Agreement and to perform its respective obligations under, this Agreement, on behalf of each such fund. * * * * * [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Further Acknowledgement. The parties to this Agreement agree and acknowledge that certain Locked-Up Holders are executing this Agreement as investment advisors for, and on behalf of, certain investment funds identified on such Locked-Up Holders’ signature pages. Notwithstanding the foregoing, by executing this Agreement, each such Locked-Up Holder executing this Agreement in such capacity further represents and warrants to the other Locked-Up Holders that (i) it has the requisite power and authority to agree to all of the matters set forth in this Agreement with respect to the Emmis securities such Locked-Up Holder beneficially owns (including those set forth on its signature page), (ii) it has the full authority on behalf of all such funds to vote, transfer and hold all the Emmis securities such Locked-Up Holder beneficially owns, and (iii) it has all requisite power and authority to enter into this Agreement and to perform its respective obligations under, this Agreement, on behalf of each such fund. * * * * * In Witness Whereof, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written. LOCKED-UP HOLDER DJD GROUP By: /s/ Don DeFosxxx Name: Don DeFosxxx Title: General Partner Address: 3203 Baysxxxx Xxxx #00X Xxxx/Xxxxx/Xxx: Xxxxx, XX 00000 Xxxxxxx: USA Telecopy: 813 902 9000 Xxxxxxxed Shares Beneficially Owned by Such Locked-Up Holder: 101,210 Common Shares Beneficially Owned by Such Locked-Up Holder: 0 LOCKED-UP HOLDER DOUBLE DIAMOND PARTNERS By: /s/ Kevan A. Xxxxx Name: Kevan A. Xxxxx Title: General Partner Address: 6787 Waltxx Xxxxx Xx. Xxxx/State/Zip: Brecksville, OH 44141 Country: US Telecopy: Preferred Shares Beneficially Owned by Such Locked-Up Holder: 51,000 Common Shares Beneficially Owned by Such Locked-Up Holder: LOCKED-UP HOLDER RADOFF FAXXXX XOUNDATION By: /s/ Bradley L. Xxxxxx Name: Bradley L. Xxxxxx Title: President Address: 1177 West Xxxx Xxxxx, Xxxxx 0000 Xxxx/Xxxte/Zip: Houston, TX 77027 Country: United States Telecopy: 832 202 0000 Xxxxxxxed Shares Beneficially Owned by Such Locked-Up Holder: 10,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER BRADLEY L. XXXXXX Xy: /s/ Bradley L. Xxxxxx Name: Bradley L. Xxxxxx Title: Address: 1177 West Xxxx Xxxxx, Xxxxx 0000 Xxxx/Xxxte/Zip: Houston, TX 77027 Country: United States Telecopy: 832 202 0000 Xxxxxxxed Shares Beneficially Owned by Such Locked-Up Holder: 37,500 Common Shares Beneficially Owned ...
Further Acknowledgement. Executive has read and carefully considered this Agreement, has had an opportunity to ask questions about it and has had any questions answered to his satisfaction. Further, the Company has indicated that Executive is free to discuss this Agreement with Executive’s spouse and Executive’s attorney. Executive is signing this Agreement knowledgeably, voluntarily and without coercion of any kind.
Further Acknowledgement. The mere act of running a diagnostic, while not expressly prohibited by FARES, shall in no way be construed to be a grant of further license by FARES to Licensee in the Licensed Data or FARES software beyond that expressed in this license.
Further Acknowledgement. I understand and accept the terms set forth in this Agreement, including, but not limited to, the condition that my employment is not for any definite period of time, but may be terminated by me or by Infodata at any time and for any reason which is not specifically prohibited by state or federal law. I further understand that my employment may be terminated by Infodata, in its sole discretion, if I have misstated, misrepresented or omitted any material fact in my application for employment or in any related documentation or information provided by me, whether verbally or in writing, to Infodata.
Further Acknowledgement. (a) EQUITYHOLDER ACKNOWLEDGES THAT BEFORE SIGNING THIS AGREEMENT EQUITYHOLDER WAS GIVEN AN OPPORTUNITY TO READ IT, AND CAREFULLY EVALUATE IT. EQUITYHOLDER ALSO ACKNOWLEDGES THAT EQUITYHOLDER HAS THE RIGHT TO HAVE THIS AGREEMENT REVIEWED BY AN ATTORNEY OF EQUITYHOLDER’S CHOOSING AND THAT BUYER WAS PREPARED TO GIVE EQUITYHOLDER A REASONABLE PERIOD OF TIME TO DO SO IF EQUITYHOLDER SO DESIRED. ACCORDINGLY, BY EQUITYHOLDER’S SIGNATURE ON THIS AGREEMENT, EQUITYHOLDER ACKNOWLEDGES THAT EQUITYHOLDER UNDERSTANDS ITS TERMS AND EFFECTS AND HAS VOLUNTARILY ACCEPTED THOSE TERMS AND EFFECTS IN ORDER TO INDUCE BUYER TO ENTER INTO THIS AGREEMENT AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE PURCHASE AGREEMENT. THIS AGREEMENT MAY BE CHANGED ONLY BY WRITTEN NOTICE AS AGREED UPON BY THE PARTIES.
(b) THIS AGREEMENT NEITHER IMPLIES NOR ESTABLISHES THAT EQUITYHOLDER WILL BE EMPLOYED BY BUYER OR ANY OF ITS AFFILIATES FOR ANY DEFINITE PERIOD OF TIME. THIS AGREEMENT SHALL NOT BE CONSTRUED TO ESTABLISH OR AFFORD ANY RIGHT TO CLAIM SPECIFIC COMPENSATION OR OTHER EQUITYHOLDER BENEFITS.
(c) IN THE EVENT THAT THE PURCHASE AGREEMENT TERMINATES, THE ACQUISITION DOES NOT CLOSE OR THE EFFECTIVE DATE DOES NOT OCCUR, THIS AGREEMENT WILL BE NULL AND VOID AND NOT IN EFFECT.
Further Acknowledgement. Each of the Series A Stockholders hereby authorizes the cancellation of the Series A Preferred Stock to be effective simultaneously upon the closing of the Series B Preferred Stock Transaction and the issuance of Series A-1 Preferred Stock to such holder. Each of the Series A Stockholders acknowledges and agrees that, except as provided herein, upon the consummation of the transactions contemplated by this Agreement such Series A Stockholder shall have no rights as a Series A Stockholder and further, that this Agreement constitutes a settlement and relinquishment of its rights as a holder of the Series A Preferred Stock, including but not limited to, the conversion rights with respect to the Series A Preferred Stock. Accordingly, in consideration of the agreements made by the Company hereunder, each of the Series A Stockholders hereby releases and discharges the Company, and its successors and assigns, from any and all claims, demands, rights or liabilities which that Series A Stockholder ever had, now have or may have in the future, by reason of, arising out of, or in any way connected with each of the Series A Stockholders' status as a holder of the Series A Preferred Stock (it being understood, however, that nothing in this Section 4.2 is intended to affect the claims, demands, rights or liabilities of the Series A Stockholders under the Series A Investment Agreement, to the extent those claims, demands, rights or liabilities remain by reasons of Section 1.4 of this Agreement).
Further Acknowledgement. I further acknowledge: • Performance Services and their risks and benefits have been explained to me; • Performance Services may not have the result that I expect, and I have been informed as to other possible services that may provide me a benefit; • Performance Services are not an exact science, and that I have not been given any guarantees about the result; • I have had ample opportunity and time to discuss my concerns with Xxxx Performance or any healthcare provider, and all my questions have been answered to my satisfaction; Performance Services do not include, and I will not be provided, any of the following: • Examination, evaluation, or testing for: (a) any mechanical, physiological, or developmental impairment; (b) functional limitation related to physical movement and mobility; or (c) disability, or other movement-related health condition; • Alleviation for any impairment or functional limitation through instruction, design, implementation, or modification of any therapeutic intervention; • Reduction in my risk of injury, impairment, functional limitation, disability, or promotion of maintenance of fitness, health, or quality of life;
Further Acknowledgement. The Seller further recognizes and acknowledges that:
(a) the types of competition that are prohibited by this Section are narrow and reasonable in consideration of the Buyer’s purchase of and payment for the Sale Shares; and
(b) the specified geographical scope of the provisions of this Section is reasonable, legitimate and fair to the Seller in light of the Company or Haimeng’s need to perform its research and to develop and market its services and to develop and sell brake drums, brake rotors, adapters, filters and any other products sold in the preceding twelve (12) months by the Buyer, the Company and/or Haimeng worldwide, which shall exclude packaging materials and bags, in a large geographic area in order to have a sufficient customer base to make the Company or Haimeng’s business profitable and in light of the limited restrictions on the type of business prohibited herein compared to the types of business that the Seller is capable of engaging in.
