Holder Acknowledgment Sample Clauses

Holder Acknowledgment. By executing this Agreement, the Holder hereby acknowledges that he or she has received and read the Plan and this Agreement and that he or she agrees to be bound by all of the terms of both the Plan and this Agreement. ECOTALITY, INC. By: Xxxxx X. Xxxx Its: Secretary HOLDER Xxxxxxxx X. Xxxx Printed Name /s/ Xxxxxxxx X. Read Signature
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Holder Acknowledgment. Each Holder has read this Agreement and acknowledges that: (a) (i) Wachtell, Lipton, Xxxxx & Xxxx LLP and Xxxxx Xxxxx L.L.P. prepared this Agreement on behalf of the Company and not on behalf of any Holder, (ii) Xxxxxxxx & Xxxxx LLP prepared this Agreement on behalf of Solus Alternative Asset Management LP, South Dakota Investment Council, and Empyrean Capital Partners, LP and their Affiliates, and Affiliated Funds (including Solus and SDIC), and not on behalf of any other Holder, (iii) Xxxxx Xxxx & Xxxxxxxx LLP prepared this Agreement on behalf of certain funds and/or accounts, or Subsidiaries of such funds and/or accounts, managed, advised or controlled by Blackrock Financial Management, Inc., DW Partners, LP, Highbridge Capital Management, LLC, Oak Hill Advisors, L.P., and Whitebox Advisors LLC, or Affiliates or Subsidiaries thereof and not on behalf of any other Holder, and (iv) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP prepared this Agreement on behalf of certain funds and/or accounts, or Subsidiaries of such funds and/or accounts, managed, advised or controlled by Xxxx Capital Credit, LP and not on behalf of any other Holder; (b) each such Holder has been advised that a conflict may exist between such Holder’s interests, the interests of the other Holders, and/or the interests of the Company; (c) this Agreement may have significant legal, financial planning, and/or tax consequences to such Holder; (d) such Holder has sought, or has had the full opportunity to seek, the advice of independent legal, financial planning, and/or tax counsel of its choosing regarding such consequences; and (e) the above-named counsel has made no representations to the Holder regarding such consequences. This Agreement is for the sole benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
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Holder Acknowledgment. By executing this Agreement, the Holder hereby acknowledges that he or she has received and read the Plan and this Agreement and that he or she agrees to be bound by all of the terms of both the Plan and this Agreement. ECOTALITY, INC. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Its: Secretary HOLDER Xxxxxx Xxxxxx Printed Name /s/ Xxxxxx Xxxxxx Signature In connection with my acceptance of a Restricted Stock Award under the Plan: 1. I understand that all sales of Shares are subject to compliance with the Company’s policy on securities trades and the restrictions on resale provisions of the Restricted Stock Award Agreement and the Plan. I also understand that the Shares and any proceeds from the sale of Shares may be subject to forfeiture pursuant to the terms of the Agreement and the Plan. 2. I hereby acknowledge that I received and read a copy of the 2007 ECOTALITY, INC. STOCK INCENTIVE PLAN and that I understand the tax consequences of my Award. 3. I understand that I must recognize ordinary income equal to the fair market value of the Shares on the Vesting Date. I further understand that (a) I will have taxable income under applicable federal, state and local law with respect to the Shares as determined by their value on the Vesting Date; (b) I, and not the Company, will be responsible for the payment of any such federal, state and local taxes; and (c) the Company will report such income to the applicable tax authorities as additional compensation income. 4. I acknowledge that the Shares remain subject to the risks of forfeiture described in the Agreement. I acknowledge that I am acquiring the Shares subject to all other terms of the Agreement and the Plan.
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Holder Acknowledgment. The Holder acknowledges that he has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by Veritas other than those contained in writing herein, and has entered into this Agreement freely based on his own judgment.
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Holder Acknowledgment. There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the Holder’s knowledge, threatened against Coin Outlet, or any of Coin Outlet’s assets or properties. There is no judgment, decree or order against the Holder of Coin Outlet that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement. There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations pending or, to the Holder’s or Coin Outlet’s knowledge, threatened against the Holder or Coin Outlet or any of Coin Outlet's assets, at law or in equity or by or before any governmental entity or in arbitration or mediation. No bankruptcy, receivership or debtor relief proceedings are pending or, to the Holder’s knowledge, threatened against Coin Outlet. Coin Outlet has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign Law, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Agreement to “Laws” shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state securities law, regulation, rule or administrative order). The Holder is aware of Coin Outlet’s business affairs and financial condition and has reached an informed and knowledgeable decision to sell the Shares. The Holder has access to and has reviewed the Company’s filings with the Securities and Exchange Commission, at XXX.XXX.XXX, including the “Risk Factors” contained therein. The Holder acknowledges that he has read the representations and warranties of Coin Outlet set forth in Article III herein and such representations and warranties are, to the best of his knowledge, true and correct as of the date hereof.
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Holder Acknowledgment. Holder hereby acknowledges and agrees that this warrant and the Shares it is exercisable for are the only equity of the Company that Holder is entitled to pursuant to the terms of the Engagement Letter as of May 5, 2020.
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Holder Acknowledgment. (a) Holder hereby agrees and consents to the transfer, conveyance, assignment and assumption as described in this Agreement, to the extent required under the Assumed Loan Documents. (b) Holder hereby releases Borrower and Guarantor from any and all of their obligations under the Assumed Loan Documents, including Borrower’s obligation to repay the principal and interest under the Assumed Loan Documents and Guarantor’s guaranty of such obligations, and each of Borrower and Guarantor shall cease to be a party to the Assumed Loan Documents. (c) To the extent Borrower has granted a security interest in favor of Holder under the Assumed Loan Documents, Holder hereby acknowledges and agrees that such security interest as to Borrower (and the security agreement evidencing such security interest) is hereby terminated and of no further effect, and that Holder will terminate any financing statement filed against Borrower perfecting such security interest grant.
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Holder Acknowledgment. Xxxxxx acknowledges and agrees that the vesting of RSUs pursuant to this Agreement is earned only by continuing service with the Company. Xxxxxx further acknowledges and agrees that nothing in the Agreement, nor in the Plan will confer on Holder any right to continue in the service of the Company, nor will it interfere in any way with Xxxxxx’s right or the Company’s right to terminate Holder’s service at any time, with or without cause. Xxxxxx acknowledges receipt of a copy of the Plan and represents that Holder is familiar with the terms and provisions thereof. Xxxxxx has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. By executing this Agreement, Xxxxxx hereby agrees to be bound by all of the terms of both the Plan and this Agreement.
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Related to Holder Acknowledgment

  • Trust Account Waiver Acknowledgment The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses or other entities with which it does business enter into agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders. If a prospective target business or vendors, service providers or third party were to refuse to enter into such a waiver, management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial than any alternative.

  • Other Acknowledgments Seller acknowledges, unless otherwise stated in this Agreement or other written statement, that the Seller is unaware of the following: I. Any type of default that has been recorded against the Property; II. Any type of financial delinquency which used the Property as security; III. Any type of bankruptcy or insolvency involving the Seller or affecting the Property; and IV. Any type of mediation, arbitration, litigation, or any proceeding where an institution, public or private, has action pending against the Property which includes the Seller’s ability to sell the Property. Xxxxxx agrees to notify the Agency immediately if any of the aforementioned issues should arise during the Listing Period.

  • Trust Account Waiver Acknowledgments The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Securities in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

  • Trust Fund Waiver Acknowledgment The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire ("Target Business") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund, initially in an amount of $20,640,000 for the benefit of the public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the public stockholders in the event they elect to convert their IPO Shares (as defined below in Section 8.8) and the liquidation of the Company or (ii) to the Company after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund ("Claim") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

  • Risk Acknowledgment ADVISER does not guarantee the future performance of the Account or any specific level of performance, the success of any investment recommendation or strategy that ADVISER may take or recommend for the Account, or the success of ADVISER’s overall management of the Account. CLIENT understands that investment recommendations for the Account by ADVISER are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.

  • Plan Document Acknowledgment By accepting the RSUs, you acknowledge that you have received a copy of the Plan, reviewed the Plan, the Agreement and this Addendum A in their entirety and fully understand and accept all provisions of the Plan, the Agreement and this Addendum A. In addition, you further acknowledge that you have read and specifically and expressly approve without limitation the following clauses in the Agreement: Section 4 (Responsibility for Taxes); Section 7 (Acknowledgement of Nature of Plan and RSUs); Section 8 (No Advice Regarding Grant); Section 9 (Right to Continued Employment); Section 11 (Deemed Acceptance); Section 13 (Severability and Validity); Section 14 (Governing Law, Jurisdiction and Venue); Section 16 (Electronic Delivery and Acceptance); Section 17 (Xxxxxxx Xxxxxxx/Market Abuse Laws); Section 18 (Language); Section 19 (Compliance with Laws and Regulations); Section 20 (Entire Agreement and No Oral Modification or Waiver); Section 21 (Addendum A); Section 22 (Foreign Asset/Account Reporting Requirements and Exchange Controls); and Section 23 (Imposition of Other Requirements).

  • Guarantor Acknowledgement Each Guarantor party hereto hereby (i) consents to the modifications to the Credit Agreement contemplated by this Amendment and (ii) acknowledges and agrees that its guaranty pursuant to Section 10.18 of the Credit Agreement is, and shall remain, in full force and effect after giving effect to the Amendment.

  • System Acknowledgments Custodian shall acknowledge through the System its receipt of each transmission communicated through the System, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and the Fund may not claim that such transmission was received by Custodian.

  • Certain Acknowledgments Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with the Extension or any other amendment to the Note granted herein.

  • Mutual Acknowledgment Both the Company and Indemnitee acknowledge that, in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.

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