RECITALS A. Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 25, 1997 by and among X.X. Childs Equity Partners, L.P., a Delaware limited partnership, UHS Acquisition Corp., a Minnesota corporation, and Universal Hospital Services, Inc., a Minnesota corporation (the "Acquisition Agreement"), and of certain related transactions to be consummated concurrently therewith, the Stockholders (as hereinafter defined) will own (and may hereafter acquire) certain shares of Common Stock (as hereinafter defined) and certain options, warrants, securities and other rights to acquire from the Company, by exercise, conversion, exchange or otherwise, shares of Common Stock or securities convertible into Common Stock. B. All of the Stockholders desire to enter into this Agreement for the purpose of regulating certain aspects of the Stockholders' relationships with one another and with the Company. AGREEMENT In consideration of the premises and the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties to this Agreement mutually agree as follows: ARTICLE I
RECITALS A. The Holder is the owner of Common Stock Warrant No. W-22, dated February 10, 1992, to purchase up to 8,268 shares of common stock, $.001 par value per share, of the Company on the terms and conditions set forth therein (the "Warrant"). The Warrant presently expires on February 10, 1997.
RECITALS A. Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law ("DELAWARE LAW"), Yahoo!, Merger Sub and xxxxxxxxx.xxx intend to enter into a business combination transaction. B. The Board of Directors of xxxxxxxxx.xxx (i) has determined that the Merger (as defined in Section 1.1) is consistent with and in furtherance of the long-term business strategy of xxxxxxxxx.xxx and advisable and fair to, and in the best interests of, xxxxxxxxx.xxx and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) has determined to recommend that the stockholders of xxxxxxxxx.xxx adopt and approve this Agreement and approve the Merger. C. The Board of Directors of Yahoo! (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Yahoo! and advisable and fair to, and in the best interests of, Yahoo! and its shareholders and (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement. D. Concurrently with the execution of this Agreement, and as a condition and inducement to Yahoo!'s willingness to enter into this Agreement, certain stockholders of xxxxxxxxx.xxx are entering into Voting Agreements in substantially the form attached hereto as EXHIBIT A (the "XXXXXXXXX.XXX VOTING AGREEMENTS") and certain persons or entities who may be deemed to be affiliates of xxxxxxxxx.xxx are entering into Affiliate Agreements in substantially the form attached hereto as EXHIBIT B (the "XXXXXXXXX.XXX AFFILIATE AGREEMENTS"). E. In addition, concurrently with the execution of this Agreement, and as a condition and inducement to Yahoo!'s willingness to enter into this Agreement, Xxxx Xxxxx and Xxxx X. Xxxxxx are entering into Noncompetition Agreements in substantially the form attached hereto as EXHIBIT C (the "NONCOMPETITION AGREEMENTS"). F. The parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "CODE"). G. It is also intended by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interests.
RECITALS A. Borrower, the 2027 Extending Lenders, the Consenting Lenders and the Administrative Agent are parties to that certain Amended and Restated Revolving Credit Agreement dated as of December 6, 2021 (as amended by that certain Amendment No. 1 to Amended and Restated Revolving Credit Agreement, dated as March 30, 2023, and as further amended, restated, or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and as amended hereby, the “Credit Agreement”). B. Pursuant to Section 2.08(d) of the Credit Agreement, the Borrower desires to change the existing 2027 Termination Date, effective as of the Effective Date, from December 6, 2027 to December 6, 2028 and the 2027 Revolving Lenders party hereto constituting 2027 Extending Lenders and holding 2027 Revolving Commitments that aggregate at least 51% of the aggregate 2027 Revolving Commitments agree to such extension. Pursuant to Section 2.08(d) of the Credit Agreement, Xxxxxxxx has requested an extension of the 2027 Termination Date (the “2027 Commitment Extension”) of the 2027 Revolving Commitments from December 6, 2027 to December 6, 2028, effective on the Effective Date. C. Each of the undersigned 2027 Extending Lenders has agreed to extend its 2027 Revolving Commitment in accordance with Section 1 hereto. D. Pursuant to Section 9.05 of the Credit Agreement, the Borrower desires to amend the definition of “Quarterly Date” in Section 1.01 of the Existing Credit Agreement as set forth in Section 4 of this Agreement, and the Lenders party hereto constituting all Lenders under the Existing Credit Agreement immediately prior to the Effective Date but after giving effect to the Master Assignment (as defined below) (the “Consenting Lenders”) agree to such amendment.
RECITALS A. The Board of Directors of the Company (the “Board”) has adopted the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan as an incentive to attract, retain and motivate highly qualified individuals. B. Under the Plan, the Compensation Committee of the Board (the “Committee”), or its delegate, has the exclusive authority to interpret and apply the Plan and this Award Agreement. C. The Committee has approved the granting of Restricted Stock Units to the Grantee pursuant to the Plan to provide an incentive to the Grantee to focus on the long-term growth of the Company and its subsidiaries. D. To the extent not specifically defined herein, all capitalized terms used in this Award Agreement shall have the meaning set forth in the Plan. If there is any discrepancy between the Award Agreement and the Plan, the Plan will always govern. In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee agree as follows: 1.
RECITALS A. Borrower, the other Loan Parties, Agent and the Lenders (including the Lenders party hereto) are parties to that certain Credit Agreement, dated as of February 17, 2016 (as has been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which, among other things, the Lenders agreed, upon the terms and subject to the conditions set forth in the Credit Agreement, to make certain loans to Borrower. B. Borrower, the other Loan Parties, the Agent and the Lenders party hereto entered into (i) the Temporary Limited Waiver and Consent on August 31, 2016 (the “Collateral Coverage Waiver”) pursuant to which, among other things, such Lenders and the Agent waived, on the terms and subject to the conditions set forth in the Collateral Coverage Waiver, the Borrower’s failure to cause not less than 95% of the Term Loan Priority Collateral (measured exclusive of any proceeds of the Loans held in the Escrow Account) to become subject to a perfected, first priority Lien in favor of the Agent for the benefit of the Secured Parties (prior to all other Liens other than Liens permitted pursuant to Section 7.01 of the Credit Agreement) on or prior to August 31, 2016 (the “Collateral Coverage Default”) and (ii) the Temporary Limited Waiver and Consent on September 1, 2016 (the “Liquidity Waiver” and, together with the Collateral Coverage Waiver, the “Existing Waivers”) pursuant to which, among other things, such Lenders and the Agent waived, on the terms and subject to the conditions set forth in the Liquidity Waiver, any failure of the Borrower and its consolidated Subsidiaries to maintain unrestricted cash balances and Cash Equivalents of at least $50,000,000 (the “Liquidity Event of Default” and, together with the Collateral Coverage Event of Default, the “Waived Events of Default”). C. Borrower previously disclosed to the Agent and the Lenders that it has failed to make the interest payment that was due and payable on August 15, 2016 with respect to the Borrower’s 2019 Senior Notes, such 2019 Senior Notes having an aggregate principal amount of more than $15,000,000 (the “Missed Interest Payment”). D. The Missed Interest Payment will become an “Event of Default” (as defined in the 2019 Senior Note Documents) on September 14, 2016, which will result in an Event of Default pursuant to Section 8.01(e) of the Credit Agreement (the “Anticipated Event of Default” and together with the Waived Events of Default, the “Specified Ev...
RECITALS A. The Board of Directors of the Company (the “Board”) maintains the IXYS Corporation 2013 Equity Incentive Plan as an incentive to attract, retain and motivate highly qualified individuals. B. The Board has delegated its authority to administer the Plan to the Compensation Committee of the Board, or its delegate (the “Committee”). C. The Committee has approved the granting of Restricted Stock Units to the Grantee pursuant to the Plan to provide an incentive to the Grantee to focus on the long-term growth of the Company and its subsidiaries. D. To the extent not specifically defined herein, all capitalized terms used in this Award Agreement shall have the meaning set forth in the Plan. If there is any discrepancy between the Award Agreement and the Plan, the Plan will always govern. In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee agree as follows: 1.
RECITALS A. The Buyer, the Merger Sub and the Company intend to effectuate a merger (the “Merger”) of the Merger Sub with and into the Company in accordance with this Agreement and the General Corporation Law of the State of Delaware (the “DGCL”), with the Company to be the surviving corporation of the Merger. B. The Company Board has unanimously (i) determined that the Merger is fair to and in the best interests of, the Stockholders, (ii) adopted and approved this Agreement, the Merger and the other Transactions, and (iii) resolved to recommend that the Stockholders adopt and approve this Agreement, the Merger and the other Transactions. C. The respective boards of directors of each of the Buyer and the Merger Sub have determined that the Merger is in the best interests of their respective corporations and stockholders, and have adopted and approved this Agreement, the Merger and the other Transactions. D. To induce Buyer and Merger Sub to enter into this Agreement, certain key management members have executed and delivered a Non-Competition Agreement and/or offer letters with Buyer, and the Key Stockholders have executed and delivered a Stockholder Agreement containing non-solicitation and non-hire restrictions with respect to certain key management members.
RECITALS A. As a result of its purchase from Seller of Seller's portable products division, Buyer is now engaged in the marketing, manufacture and sale of welders, pressure washers, Consumer Portable Generators and other similar portable equipment. For the purpose of this Agreement "Consumer Portable Generators" are defined as; air-cooled generators currently of the type in production at the portable products division at time of signing the Agreement. B. Seller is engaged in the business of manufacturing its GN series single cylinder engines, in particular, models GN-100, XX-000, XX-000 xxx GN-410 which are suitable for powering such equipment (the "Engines"). C. In connection with Buyer's purchase of Seller's portable products division, Buyer desires that Seller manufacture the Engines requested by Buyer from time to time according to Seller's established specifications for the Engines (the "Specifications") and Seller has adequate facilities, expertise and personnel to manufacture the Engines according to the Specifications. D. Buyer desires to purchase the Engines from Seller, and Seller desires to manufacture and sell the Engines to Buyer on the terms and subject to the conditions set forth below. AGREEMENTS In consideration of the above recitals and the mutual covenants and valuable consideration contained herein, the parties agree as follows: 1.
RECITALS A. The Credit Parties desire that Borrower obtain the Term Loans described herein from the Lenders and the Lenders are willing to provide the Term Loans all in accordance with and subject to the terms and conditions of this Agreement. B. Capitalized terms used herein shall have the meanings assigned to them in Schedule A and, for purposes of this Agreement and the other Loan Documents, the rules of construction set forth in Schedule A shall govern. All schedules, attachments, addenda and exhibits hereto, or expressly identified to this Agreement, are incorporated herein by reference, and taken together with this Agreement, constitute but a single agreement. AGREEMENT
