Section Certain Other Terms. (a) The words "herein," "
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Certain Other Terms (a) In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “
Restrictions on Certain Actions Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member:
Prohibition on Certain Actions Notwithstanding anything to the contrary in this Agreement, the Administrator will not (a) make any payments to the Noteholders under the Transaction Documents, (b) sell the Collateral pursuant to Section 5.6 of the Indenture or (c) take any other action that the Owner Trustee or the Indenture Trustee directs the Administrator not to take on its behalf.
Certain Other Provisions 16.1. Any reference to an action or event to occur on a specified date that is not a Business Day shall be a reference to the immediately following Business Day.
Limitation on Certain Asset Sales (a) Neither the Company nor any of its Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provision.
Certain Other Agreements The Shareholder will notify ------------------------ Parent immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such Shareholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, if any, in each case in connection with any Acquisition Proposal (as such terms is defined in the Merger Agreement) indicating, in connection with such notice, the name of the person making such Acquisition Proposal and the terms and conditions of any proposals or offers. The Shareholder agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Such Shareholder agrees that it shall keep Parent informed, on a current basis, of the status and terms of any Acquisition Proposal. Such Shareholder agrees that it will not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, or (ii) in the event of an unsolicited written Acquisition Proposal, engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information which has been previously publicly disseminated by the Company) relating to any Acquisition Proposal. The foregoing shall not apply to the extent that it is inconsistent with any of Shareholder's duties as a director and/or officer of the Company.
Complete Agreement; Modifications This Agreement and any documents referred to herein or executed contemporaneously herewith constitute the parties’ entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement may be amended, altered or modified only by a writing signed by the Company and the Holders of a majority of the Registrable Securities then outstanding.
Grant of Option; Certain Terms and Conditions The Company hereby --------------------------------------------- grants to Participant, and Participant hereby accepts, as of the Date of Grant, an option to purchase the number of shares of Common Stock indicated below (the "Option Shares") at the Exercise Price per share indicated below, which option shall expire at 5:00 p.m., California time, on the Expiration Date indicated below and shall be subject to all of the terms and conditions set forth in this Agreement (the "Option"). On each anniversary of the Date of Grant, the Option shall become exercisable to purchase, and shall vest with respect to, that number of Option Shares (rounded to the nearest whole share) equal to the total number of Option Shares multiplied by the Annual Vesting Rate indicated below. Participant: ____________________ Date of Grant: _____________________ Number of shares purchasable: _____________________ Exercise Price per share: _____________________ Expiration Date: _____________________ Annual Vesting Rate: ____________________% The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Effect on Other Plans and Agreements An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 8 hereof, and except that the Executive shall have no rights to any severance benefits under any Company severance pay plan, offer letter or otherwise. In the event that the Executive is party to an agreement with the Company providing for payments or benefits under such plan or agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. Further, Section 5 and Section 6 of this Agreement are mutually exclusive and in no event shall the Executive be entitled to payments or benefits pursuant to both Section 5 and Section 6 of this Agreement.
Certain Other Definitions The following terms used herein shall have the meanings set forth below:
