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/ Xxx XxXxxxxx Name: Xxx XxXxxxxx Title: General Partner Address: 0000 Xxxxxxxx Xxxx #00X Xxxx/Xxxxx/Xxx: Xxxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred 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/ Xxxxx X. Fight Name: Xxxxx X. Fight Title: General Partner Address: 0000 Xxxxxx Xxxxx Ct. City/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 XXXXXX FAMILY FOUNDATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000 City/State/Zip: Houston, TX 77027 Country: United States Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 10,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER XXXXXXX X. XXXXXX By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000 City/State/Zip: Houston, TX 77027 Country: United States Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 37,500 Common Shares Beneficially Owned by Such Lo...
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. (Remainder of Page Intentionally Left Blank.)
Further Acknowledgement. Employee acknowledges and agrees that Employee has been fully paid any and all compensation due and owing to Employee, including all wages, salary, commissions, bonuses, options, shares, stock, incentive payments, equity interests, profit-sharing payments, expense reimbursements, accrued but unused vacation pay, leave or other benefits. Employee further agrees that the Severance is not compensation for Employee’s services rendered through Employee’s Separation Date, but rather constitutes consideration for the promises contained in this Agreement, and is above and beyond any wages or salary or other sums to which Employee was entitled as a result of Employee’s employment with the Company or under any contract or law.
Further Acknowledgement. We acknowledge and agree that (i) all of the assurances contained in this Certificate are for the benefit of the Issuer, the Indenture Trustee, and the Servicer as third-party beneficiaries hereof, (ii) copies of this Certificate and any information contained herein may be provided to the Issuer, the Indenture Trustee, the Servicer, affiliates of any of the foregoing parties and to each of the foregoing parties’ respective counsel for purposes of making the determinations described above and (iii) any acquisition or transfer of the Bonds by us that is not in accordance with the provisions of this Certificate shall be null and void from the beginning, and of no legal effect.
Further Acknowledgement. Participant also (iii) declares that she/he is familiar with Section 102 and the regulations and rules promulgated thereunder, including without limitations the provisions of the tax route applicable to the RSUs, and agrees to comply with such provisions, as amended from time to time, provided that if such terms are not met, Section 102 may not apply, and (iv) agrees to the terms and conditions of the trust deed signed between the Trustee and the Company and/or the applicable Subsidiary, which is available for the Participant's review, during normal working hours, at Company's offices, (v) acknowledges that releasing the RSUs and Shares from the control of the Trustee prior to the termination of the Holding Period constitutes a violation of the terms of Section 102 and agrees to bear the relevant sanctions, (vi) authorizes the Company and/or the applicable Subsidiary to provide the Trustee with any information required for the purpose of administering the Plan including executing its obligations under the Ordinance, the trust deed and the trust agreement, including without limitation information about his/her RSUs, Shares, income tax rates, salary bank account, contact details and identification number, (vii) declares that he/she is a resident of the State of Israel for tax purposes on the grant date and agrees to notify the Company upon any change in the residence address indicated above and acknowledges that if his/her engagement with the Company or Subsidiary is terminated and he/she is no longer employed by the Company or any Subsidiary, the RSUs and Shares shall remain subject to Section 102, the trust agreement, the Plan and this Agreement; (viii) understands and agrees that if he/she ceases to be employed or engaged by an Israeli resident Subsidiary but remains employed by the Company or any Subsidiary thereof, all unvested RSUs shall be forfeited to the Company with all rights of the Participant to such RSUs immediately terminating prior to his/her termination of employment or services, and any Shares already issued upon the previous vesting of RSUs shall remain subject to Section 102, the trust agreement, the Plan and this Agreement; (ix) warrants and undertakes that at the time of grant of the RSUs herein, or as a consequence of the grant, the Participant is not and will not become a holder of a “controlling interest” in the Company, as such term is defined in Section 32(9) of the Ordinance, (x) the grant of RSUs is conditioned upon the Participa...
