Parent Agreements. Except as set forth in the Parent Public Reports or as permitted pursuant to this Agreement, 30 neither the Parent nor any of its Subsidiaries is a party to or bound by (i) any agreement relating to the incurring of indebtedness (including sale and leaseback and capitalized lease transactions and other similar financing transactions) providing for payment or repayment in excess of $500,000, (ii) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, exclusive of any compensation agreements which would otherwise be included in such term with respect to a U.S. registrant) or (iii) any non-competition agreement which purports to limit in any material respect the manner in which, or the localities in which, all or any portion of the business of the Parent and its Subsidiaries, taken as a whole is conducted (collectively, the "PARENT AGREEMENTS").
Parent Agreements. Whenever this Agreement requires the Purchaser to take any action, such requirement will be deemed to include an undertaking on the part of Parent to cause the Purchaser to take such action, and Parent agrees to cause the Purchaser to otherwise comply with all of its obligations under this Agreement. Parent hereby covenants and agrees to duly incorporate the Purchaser under the laws of the State of California before the close of business, Los Angeles time, on Tuesday, February 3, 1998. Parent further agrees to cause the Purchaser, on or before February 3, 1998, to execute a written instrument reasonably acceptable to the Company pursuant to which the Purchaser agrees to be bound by the provisions hereby and to perform all of its obligations hereunder as though it were a party hereto, it being understood that any actions contemplated hereby (and representations and warranties made herein) which are to be taken (or made) by the Purchaser shall not be taken (or made) prior to the time the Purchaser executes such written instrument. The Company and Parent agree that upon execution of such written instrument by the Purchaser, the Purchaser, shall for all purposes be considered a party to this Agreement, and the Company and Parent further agree that, notwithstanding the fact that the Purchaser will not have executed this Agreement on the date hereof, this Agreement is for all purposes a valid and binding agreement of each of the Company and Parent.
Parent Agreements. Except as set forth below in this Section 7.7(a), the Parent agrees that all employees of the Company or its Subsidiaries who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Affected Employees”) will be eligible to participate in either, at the sole discretion of Parent: (i) Parent’s employee benefit plans and programs, in each case to the same extent as similarly situated employees of Parent; or (ii) such Company Plans as are continued by the Company or any of its Subsidiaries following the Closing Date, or are assumed by Parent (for the purposes of this Section 7.7 only, the plans referred to in clauses “(i)” and “(ii)” of this sentence being referred to as “Specified Parent Benefit Plans”); provided, however, that nothing contained herein shall be construed as requiring the Parent or the Company to continue any specific plan or as preventing the Parent or the Company from (i) establishing and, if necessary, seeking shareholder approval to establish, any other benefit plans in respect of all or any of the employees covered by such Specified Parent Benefit Plans or any other employees, (ii) amending such Specified Parent Benefit Plans (or any replacement benefit plans thereof) where required by applicable Law including, without limitation, any amendments necessary to avoid application of Section 409A of the Code, or where such amendment is with the consent of the affected employees or as otherwise effected in accordance with the terms of such plans, or (iii) amending the Specified Parent Benefit Plans in the ordinary course of business. Notwithstanding the foregoing, from and after the Closing Date, the Parent shall cause the Company and the Company Subsidiaries to honor, in accordance with its express terms, each existing collective bargaining, employment, change of control, severance and termination agreement between the Company or any of its Subsidiaries, and any representative union, officer, director or employee of such company and vacation entitlements already accrued as of the Closing Date.
Parent Agreements. (a) Parent agrees to cause the Purchaser to comply with its obligations under this Agreement.
(b) Parent shall not take any action to cause the Company, including after the Effective Time the Surviving Corporation, to breach its covenants and other obligations in the Contingent Payment Rights Agreement.
Parent Agreements. (a) Vector and the Enumerated Stockholders shall cause all Vector Parent Agreements to be terminated effective at or prior to the Effective Times, with no further force or effect and no continuing obligations on the part of any party thereto, monetary or otherwise.
(b) Kodiak and the Enumerated Stockholders shall cause all Kodiak Parent Agreements to be terminated effective at or prior to the Effective Times, with no further force or effect and no continuing obligations on the part of any party thereto, monetary or otherwise.
Parent Agreements. Parent shall have executed and delivered to ----------------- Company and the other parties thereto a counterpart signature page to the Escrow Agreement, the Note Retirement Agreement, the Investment Agreements, the Employment Agreements identified in Section 6.2.4(a) hereof, and the Stay Bonus Agreements identified in Section 6.2.4(b) hereof.
Parent Agreements. (a) Except for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect, and to the knowledge of the Parent, the Parent is not and to the knowledge of the Parent, no other party to any Parent Agreement (defined below) is in default under any Parent Agreement (defined below) that would have a Material Adverse Effect. Parent Agreement is defined as all Parent contracts, including but not limited to, executory agreements (including dealer and distributor agreements), purchase orders (other than purchase commitments for raw materials and supplies in the ordinary course of business), bailment agreements, equipment leases, commitments, contracts, employment agreements, repurchase or floor plan financing agreements, warranties, guarantees, understandings or other agreements, whether written, or verbal, which involve or may involve any of the following: (a) the payment of more than Fifty Thousand ($50,000) Dollars, (b) which are of a duration in excess of twelve (12) months from the date of execution thereof, (c) to which any shareholder, officer, director or employee of the Parent or any member of such person's immediate family, or any business entity in which such person is a partner, investor, officer or director, is a party in any capacity, (d) which contain a covenant restricting the ability of the Parent (or which, following the Closing, could restrict the ability of Parent) to compete in any business or in any geographic area or to employ or solicit the employment of any person or requiring the Parent to maintain the confidentiality of any information, or (e) which relate to any indebtedness (which term shall include indemnification obligations, capital leases and operating leases) of the Parent that is outstanding or may be incurred or any guarantees of or by the Parent of indebtedness of any other person.
Parent Agreements. Xxxxxxx, Xxxxxxx LLC and Parent Parties agree that, effective upon the Closing, except as otherwise specifically provided for herein or in any agreement, document or instrument entered into in connection with the Transaction, any agreements, rights and obligations that Xxxxxxx, Xxxxxxx LLC or any of their respective Affiliates has or has had that relate to such Person’s ownership of capital stock of Parent, including the right to nominate Persons to the Board of Directors of Parent, any registration rights with respect to the capital stock of Parent, or similar rights, shall be terminated and be of no further force or effect.
Parent Agreements. Solely in the event that either Parent has not yet obtained the Required Parent Stockholder Vote or the Company has not yet obtained the Required Company Stockholder Vote by April 1, 2023:
(a) Parent acknowledges and agrees to provide each Stockholder with written notice of the date of the Parent 2023 AGM at least seventy (70) days prior to such meeting (such notice, the “Parent AGM Notice”). Notwithstanding anything to the contrary contained in this Support Agreement or the Parent Bylaws with respect to the requirement that the notice comply with the time deadlines set forth in the Parent Bylaws with respect to the proposal of business and/or nomination of director candidates, a Stockholder’s notice of director nominations or stockholder proposals for consideration at the Parent 2023 AGM shall be deemed timely received by Parent in accordance with the Parent Bylaws if such notice (i) is received in writing by the secretary of Parent at the principal executive offices of Parent during the ten (10) day period following such Stockholder’s receipt of the Parent AGM Notice, and (ii) otherwise complies with the requirements set forth in the certificate of incorporation of Parent, the Parent Bylaws and applicable Law; and
(b) Parent acknowledges and agrees that it shall not hold the Parent 2023 AGM prior to seventy (70) days after the delivery of the Parent AGM Notice.
Parent Agreements. Parent has provided the Company with true, correct and complete copies of each of the Placing Agreements and the Echo Agreement (each as defined in Section 5.14). Parent has performed all of the obligations required to be performed by it and is entitled to all benefits under, and is not alleged to be in default in respect of, either of the Placing Agreement or the Echo Agreement. Each of the Placing Agreements and the Echo Agreement is in full force and effect, and represents valid and binding obligations of Parent and each other party thereto and is enforceable against Parent and each other party thereto in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditor's rights generally and by general principles of equity. There exists no default or event of default or event, occurrence, condition or act, with respect to Parent or, to Parent's knowledge, with respect to any other party thereto, which, with the giving of notice, the lapse of time or the happening of any other event or conditions, would become a default or event of default under any of the Placing Agreements or the Echo Agreement, and Parent is not aware of any facts that could reasonably be expected to cause the transactions contemplated under either of such agreements to be delayed or not to close in accordance with their respective terms.
