Standstill Fee Sample Clauses

Standstill Fee. In consideration of Lender’s grant of the Standstill, its fees incurred in preparing this Agreement and other accommodations set forth herein, Borrower agrees to pay to Lender a fee in the amount of $68,000.00 (the “Standstill Fee”). The Standstill Fee shall be payable in cash to Lender upon execution of this Agreement.
Sample 1
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Standstill Fee. As a material inducement and partial consideration for Lender’s agreement to enter into this Agreement, each of Borrower and Lender acknowledges and agrees that the Outstanding Balance of the Note shall be increased by $87,639.33 (the “Standstill Fee”) as of the date hereof and that the Standstill Fee will tack back to the Purchase Price Date for Rule 144 purposes. Following the application of the Standstill Fee, each of Borrower and Lender acknowledges and agrees that the Outstanding Balance of the Note is $1,840,912.84 as of the date hereof.
Sample 1
Standstill Fee. In consideration of the obligations of the Fir Tree Funds under Section 2, Section 4 and Section 6 of this Agreement to the Partnership pursuant to this Agreement, the Partnership hereby agrees to pay to each of the Fir Tree Funds a standstill fee (the “Standstill Fee”) in an amount of cash and Units (the “Subject Units”) as set forth on Exhibit A. The Standstill Fee shall be fully earned, non-refundable, due and payable promptly following the Effective Date but in no event later than January 5, 2018. The Partnership shall make a wire transfer of immediately available funds to each of the Fir Tree Funds in the amount specified next to such Fir Tree Fund’s name in accordance with, and in the amounts specified in, the wire transfer instructions attached hereto as Exhibit B and shall deliver evidence of issuance of the Subject Units credited to book-entry accounts maintained by the transfer agent of the Partnership in the amount as indicated on Exhibit A. The Partnership will provide written evidence to the Fir Tree Funds that the Subject Units have been credited to an account in the name of the applicable Fir Tree Fund as indicated on Exhibit A by January 5, 2018. In connection with the payment of the Standstill Fee, the Company shall have requested and caused, Xxxxxxxx & Xxxxx LLP, counsel for the Company to have furnished to Fir Tree and the Fir Tree Funds their opinion, dated the date such Standstill Fee is paid and addressed to Fir Tree and the Fir Tree Funds, substantially in form and substance reasonably satisfactory to Fir Tree and the Fir Tree Funds.
Sample 1Sample 2
Standstill Fee. As a material inducement and partial consideration for Lender’s agreement to enter into this Agreement, the Principal Balance of the Notes, as of immediately prior to the execution and delivery of this Agreement by the parties hereto, shall be increased by 8%, which equals $64,164.84 (the “Standstill Effect,” and the Original Principal Balance as increased by the Standstill Effect is the “Increased Principal Balance”). The Standstill Effect shall be fully earned and nonrefundable upon the execution and delivery of this Agreement by the parties.
Sample 1
Standstill Fee. As a material inducement and partial consideration for Lender’s agreement to enter into this Agreement, each of Borrower and Lender acknowledges and agrees that the Outstanding Balance of the Note, as of immediately prior to the execution and delivery of this Agreement by the parties hereto, shall be increased by $57,612.52 (the “Standstill Effect”); provided, however, that notwithstanding the foregoing, the portion of the Outstanding Balance representing the Standstill Effect shall not bear interest so long as the Standstill Effect is paid no later than the Final Payment Date (as defined below), as described in Section 4 (b) below. The Standstill Effect shall be fully earned and nonrefundable upon the execution and delivery of this Agreement by the parties.
Sample 1
Standstill Fee. In consideration of Lender’s grant of the Standstill, its fees incurred in preparing this Agreement and other accommodations set forth herein, Borrower agrees to pay to Lender a fee in the amount of five (5%) of the total outstanding balance of the Notes on November 1, 2018 (the “Standstill Fee”). The Standstill Fee shall be added to the outstanding balance of the oldest Note still outstanding on November 1, 2018.
Sample 1
Standstill Fee. As a material inducement and partial consideration for Lxxxxx’s agreement to enter into this Agreement, each of Borrower and Lender acknowledges and agrees that: (i) the Outstanding Balance of the September Note shall be increased by $147,999.65 (the “September Note Standstill Fee”) as of the date hereof, and (ii) the Outstanding Balance of the February Note shall be increased by $303,422.15 (the “February Note Standstill Fee,” and together with the September Note Standstill Fee, the “Standstill Fee”) as of the date hereof. Following the application of the Standstill Fee, each of Bxxxxxxx and Lxxxxx acknowledges and agrees that: (i) the Outstanding Balance of the September Note is $5,082,417.62 as of the date hereof, and (ii) the Outstanding Balance of the February Note is $10,419,741.52 as of the date hereof.
Sample 1
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Related to Standstill Fee

  • Standstill Period 43.1 The Contract shall not be awarded earlier than the expiry of a Standstill Period of 14 days to allow any dissatisfied candidate to launch a complaint. Where only one Tender is submitted, the Standstill Period shall not apply.

  • Standstill and Waivers The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, until the First Priority Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1:

  • Standstill Except as provided in Section 2.3 below, for a period beginning on date of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder or any of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Continuing Agreement (a) This Agreement shall remain in full force and effect until such time as the Secured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated and the Administrative Agent shall, upon the request and at the expense of the Obligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Obligors evidencing such termination.

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