Holding Co hereby employs the Executive, and the Executive hereby accepts employment, as the Chief Underwriting Officer under the terms and conditions set forth herein. During the Term (as defined herein), the Executive agrees to serve, without additional compensation, in one or more executive positions and/or as a member of the board of directors of Holding Co. or any affiliate of Holding Co.
Holding Co hereby represents and warrants to the other Members, as of the date hereof, that the following representations and warranties are true and correct:
(i) Holding Co. owns 100% of the legal and beneficial interest in the Holding Co. Contributed Asset, free and clear of all Liens (other than the Assumed Financing) and, after giving effect to the Closing, the Company will own 100% of the assets of the Holding Co. Contributed Asset.
(ii) Except for the Assumed Financing and liabilities arising in the ordinary course of business, Holding Co. has not created any liabilities of WXI/Mt. Bethel Road, L.L.C. of any nature, whether matured or unmatured, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, whether due or to be become due, regardless of whether the disclosure thereof otherwise would be required by GAAP.
Holding Co. Holding Co. is, and will remain, a holding company (i) whose sole business will be the holding of the Capital Stock of Borrower and (ii) which does not have (a) any Indebtedness except the HoldCo Notes Obligations or the Obligations or (b) assets other than the Capital Stock of Borrower.
1.11 Section 13.15 of the Financing Agreement is hereby amended in its entirety by substituting the following in its stead:
Holding Co and Borrower have requested Agent and the Lenders to amend the Financing Agreement to (i) permit the issuance of the HoldCo Notes and the security therefor granted to the HoldCo Notes Collateral Agent and (ii) permit certain dividends from Borrower to Holding Co. in connection with Holding Co.’s obligations under the HoldCo Notes.
Holding Co. Common Stock Listed. The Holding Co. Common Stock to be issued and to be reserved for issuance pursuant to the Merger shall have been approved for listing, upon official notice of issuance, by the New York Stock Exchange.
Holding Co. Shares. Each share of Holding Co. Common Stock issued and outstanding immediately prior to the Merger shall be canceled.
Holding Co. Stock Options. Effective not later than the ------------------------- date of the Spin-Off, ZD shall cause Holding Co. to grant options to the Executive to acquire shares of its common stock in accordance with an Incentive Compensation Plan to be adopted by the Board of Holding Co. Such Plan will include all provisions typically found in an incentive plan for senior executives of a public company including SEC registration at the expense of Holding Co.
Holding Co and its Subsidiaries' failure to maintain a Fixed Charge Coverage Ratio of at least 1.5 to 1.0 as of September 30, 2001 and at all prior times;
Holding Co shall have the unrestricted right to vote the Collateral and to execute proxies, consents, or waivers with respect thereto for any and all purposes so long as there shall have been no Event of Default by the Borrower and Holding Co. under this Agreement or in the payment of any sums due under the Note. The pledged shares shall continue to be registered in the name of Holding Co.
Holding Co has caused to be formed ANIP and is the owner of 100% of the outstanding and issued capital stock of ANIP.
