TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).
Appears in 6 contracts
Samples: Voting Agreement (Tudou Holdings LTD), Voting Agreement (Tudou Holdings LTD), Voting Agreement (Youku Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL Section 1. Definitions; Conflicts 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties 2. Servicing of the Company T Shareholder 7 Mortgage Loan 19 Section 3.2 3. Priority of Payments 29 Section 4. Workout 30 Section 5. Administration of the Mortgage Loan 31 Section 6. Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representatives 36 Section 7. Appointment of Special Servicer 37 Section 8. Payment Procedure 38 Section 9. Limitation on Liability of the Note Holders 39 Section 10. Bankruptcy 40 Section 11. Representations of the Note Holders 40 Section 12. Independent Analysis of Each Note Holder 41 Section 13. No Creation of a Partnership or Exclusive Purchase Right 41 Section 14. Other Business Activities of the Note Holders 41 Section 15. Sale of the Notes 41 Section 16. Registration of the Notes and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Each Note Holder 44 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc17. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Governing Law; Waiver of Appraisal Jury Trial 45 Section 18. Submission to Jurisdiction; Waivers 45 Section 19. Modifications 46 Section 20. Successors and Dissenters’ Rights 11 Assigns; Third Party Beneficiaries 46 Section 4.8 Documentation and Information 11 21. Counterparts 46 Section 4.9 Registration of ADS 11 22. Captions 47 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 23. Severability 47 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 24. Entire Agreement 15 47 Section 5.8 No Third25. Withholding Taxes 47 Section 26. Custody of Mortgage Loan Documents 48 Section 27. Cooperation in Securitization 48 Section 28. Notices 49 Section 29. Broker 50 Section 30. Certain Matters Affecting the Agent 50 Section 31. Reserved 51 Section 32. Resignation of Agent 51 Section 33. Resizing 51 THIS AMENDED AND RESTATED CO-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER LENDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), dated as of August 1, 2023, is by and among Youku Inc.between COMPUTERSHARE TRUST COMPANY, an exempted company with limited liability incorporated under NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF BENCHMARK 2023-V2 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-V2 (the laws of the Cayman Islands (“Company YV2 Trustee”), as holder of Note A-1 and the Person listed on Schedule Note A-7, CITI REAL ESTATE FUNDING INC. (“CREFI”), as holder of Note A-2-1-A, Note A-2-1-B, Note A-4-1 hereto and Note A-4-2, COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF BMO 2023-C5 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-C5 (the “Company T ShareholderC5 Trustee”), as holder of Note A-2-2 and Note A-6-1, COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF BENCHMARK 2023-B39 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-B39 (the “B39 Trustee”), as holder of Note A-3, and BANK OF MONTREAL (“BMO”), as holder of Note A-5-1, Note A-5-2, Note A-6-2, Note A-8 and Note A-9.
Appears in 5 contracts
Samples: Co Lender Agreement (Benchmark 2023-V4 Mortgage Trust), Co Lender Agreement (BMO 2023-5c2 Mortgage Trust), Co Lender Agreement (Bank5 2023-5yr3)
TABLE OF CONTENTS. Page CONTRACT FORMAT INDEXING SYSTEM vi ARTICLE I GENERAL 1 – PARTIES TO THE AGREEMENT 1 ARTICLE 2 – RECOGNITION 2 ARTICLE 3 Section 1.1 Defined Terms 3 – TERM OF AGREEMENT 4 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 4 – COMPLETE AGREEMENT 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 5 – SEPARABILITY 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y ARTICLE 6 – NO STRIKE/NO LOCKOUT 8 ARTICLE IV OTHER COVENANTS 7 – UNION RIGHTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 1. Centralized State Payment System 9 Section 4.2 Prohibition on Transfers of Company Y Shares 2. Bulletin Boards 9 Section 4.3 Additional Shares 3. Union Presentations at Trainings 9 Section 4. Homecare and Personal Support Worker New Member Orientation. 9 Section 5. Employer Indemnity 9 Section 6. Service Period and Deductions 10 Section 4.4 Share Dividends, etc7. List of Representatives 10 Section 8. List and Information. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 9. New Provider List Information. 11 Section 4.8 Documentation and Information 10. Dues Deduction. 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 11. Associated Costs 12 Section 5.1 Interpretation 12. Other Deductions 12 Section 5.2 Termination 13. Service Period and Deductions 13 Section 5.3 Governing Law and Venue 14. Personal Support Workers in the Independent Choices Program (ICP) 13 Section 5.4 Notices ARTICLE 8 – PAYROLL/VOUCHER SYSTEMS 14 Section 5.5 Amendment 1. Properly Completed Voucher or Timesheet 14 Section 5.6 Extension; Waiver 2. Voucher Submission Timelines 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 3. For PSWs Paid Through a Fiscal Intermediary 16 Section 5.12 Specific Performance 4. Voucher Payment Processing Timelines 16 Section 5.13 Company T Shareholder Capacity 16 6. Voucher Issuance Timelines 18 Section 5.14 7. Direct Deposit Options 18 Section 8. Voucher Date Stamp Process 18 ARTICLE 9 – NO DISCRIMINATION 19 Section 1. No Ownership Interest 16 Discrimination. 19 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).2. Consumer Rights 19
Appears in 4 contracts
Samples: Collective Bargaining Agreement, Letter of Agreement, Collective Bargaining Agreement
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant RECITALS 1 Contract Documents 1 Subcontract Price 1 Scope of Proxy 6 ARTICLE III REPRESENTATIONS Work 1 TERMS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 CONDITIONS 4 Article 1 - Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules 4 Article 2 - Owners Representative 4 Article 3 – Investigation and Representations by Subcontractor 4 Article 4 – Submittals, O & M’s and Warranty Information 4 Article 5 - Payment Procedures and Conditions 5 Article 6 - Time and Schedule of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs Work 6 Article 7 - Delays & Impacts 7 Article 8 - Contractors Right to Do Subcontractors Work 8 Article 9 - Inspection, Testing and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4Correction of Work 8 Article 10 - Changes 8 Article 11 - Safety 9 Article 12 - Termination 9 Article 13 - Liens, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”)Stop Notices, and Third Party Payment Claims 11 Article 14 - Dispute Resolution 11 Article 15 - Indemnity 11 Article 16 - Insurance 12 Article 17 - Protection of Work and Risk of Loss 13 Article 18 - Clean-Up and Use of Site 13 Article 19 - Superintendent/Foreperson 14 Article 20 - Warranty and Correction Period 14 Article 21 - Assignment 14 Article 22 - Prevailing Wage Requirements 14 Article 23 - Surety Bonds 15 Article 24 - Claim Certification & False Claims Liability 15 Article 25 - Taxes 16 Article 26 - Insolvency of Subcontractor 16 Article 27 - Record Drawings 16 Article 28 - Severability 16 Article 29 - Waivers 16 Article 30 - Notices 16 Article 31 - Limitations Period 16 Article 32 - Personal Guaranty by the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Undersigned Officers, Directors, Shareholders and/or Members of Subcontractor 17
Appears in 4 contracts
Samples: General Contractors, General Contractors, General Contractors
TABLE OF CONTENTS. Page ARTICLE ArTiCLE PAgE I GENERAL Scope and Purpose 1 II Union Recognition 4 III Management Functions 6 IV Union Representation 8 V No Discrimination 11 VI Union Membership, Security, Facilities and Information 13 VII No Strike/Lockout 17 VIII Grievance Procedure 17 IX Discipline, Suspension and Discharge 26 X Hours of Work 29 XI Postings and Appointments 34 XII Probation 42 XIII Performance Evaluations 42 XIV Wages 44 XV Office Space and Facilities 45 XVI Health and Safety 45 XVII Leaves of Absence 49 XVIII Vacations and Holidays 54 XIX Benefits 55 XX Seniority 56 XXI Academic Freedom 58 XXII Technological Change 59 XXIII Duration 60 WAgES Schedule ‘A’: 61 Schedule ‘B’: 61 Appendix ‘A’ Policy on AIDS 62 Appendix ‘B’ Definition of Sexual and Gender Harassment 63 Appendix ‘C’ Assistantship Job Posting Criteria - Unit 1 64 TABLE OF CONTENTS (Continued) Appendix ‘D’ General Application Form Criteria For Assistanships . . 65 Appendix ‘E’ Assistanship Letter of Appointment - Unit 1 66 Appendix ‘F’ Assignment of Work Agreement 67 Appendix ‘G’ Teaching and Career Development Fellowship 68 Letter of Understanding # 1 - Guelph-Humber Work Assignments 69 Letter of Understanding # 2 - Clause 15.02 (Work Facilities & Classification) 70 Letter of Understanding # 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement - Commitment to Vote 5 Section 2.2 Grant Assistanships 71 Letter of Proxy Understanding # 4 - UTAs and XXXx 00 Xxxxxx xx Xxxxxxxxxxxxx # 0 - Student Stipend 73 Letter of Understanding # 6 ARTICLE III REPRESENTATIONS AND WARRANTIES - Application for Positions 74 Letter of Understanding # 7 Section 3.1 Representations and Warranties - International Day of Mourning 75 Letter of Understanding # 8 - Archiving of Job Postings 76 Letter of Understanding # 9 - Workload for Teaching Assistants 77 Letter of Understanding # 10 - Joint Committee on Workload 78 Letter of Understanding # 11 - Level of Consideration for Local Union Executive Service 79 Statement on Quality of Education 80 COLLECTIVE AGREEMENT ENTERED INTO in the City of Guelph in the Province of Ontario as of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as 23rd day of March 112011. BETWEEN: THE UNIVERSITY OF GUELPH (hereinafter called the ‘University’) THE CANADIAN UNION OF PUBLIC EMPLOYEES AND ITS LOCAL 3913 (UNIT #1) (hereinafter called the ‘Union’) Expires the 31st day of August, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).2013
Appears in 3 contracts
Samples: Collective Agreement, cupe3913.on.ca, www.sdc.gov.on.ca
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 1. Definitions 2 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties 2. Servicing of the Company T Shareholder 7 Mortgage Loan 17 Section 3.2 3. Priority of Payments 28 Section 4. Workout 29 Section 5. Administration of the Mortgage Loan 29 Section 6. Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representatives 35 Section 7. Appointment of Special Servicer 36 Section 8. Payment Procedure 37 Section 9. Limitation on Liability of the Note Holders 38 Section 10. Bankruptcy 38 Section 11. Representations of the Note Holders 39 Section 12. Independent Analysis of Each Note Holder 39 Section 13. No Creation of a Partnership or Exclusive Purchase Right 40 Section 14. Other Business Activities of the Note Holders 40 Section 15. Sale of the Notes 40 Section 16. Registration of the Notes and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Each Note Holder 43 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc17. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Governing Law; Waiver of Appraisal Jury Trial 44 Section 18. Submission to Jurisdiction; Waivers 44 Section 19. Modifications 45 Section 20. Successors and Dissenters’ Rights 11 Assigns; Third Party Beneficiaries 45 Section 4.8 Documentation and Information 11 21. Counterparts 45 Section 4.9 Registration of ADS 11 22. Captions 45 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 23. Severability 45 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 24. Entire Agreement 15 46 Section 5.8 No Third25. Withholding Taxes 46 Section 26. Custody of Mortgage Loan Documents 47 Section 27. Cooperation in Securitization 47 Section 28. Notices 48 Section 29. Broker 49 Section 30. Certain Matters Affecting the Agent 49 Section 31. Reserved 49 Section 32. Resignation of Agent 49 Section 33. Resizing 50 THIS CO-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER LENDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), dated as of May 14, 2024 is by and among Youku Inc.between CITI REAL ESTATE FUNDING INC. (“CREFI” and, an exempted company together with limited liability incorporated under the laws its successors and assigns in interest, in its capacity as initial owner of the Cayman Islands Note A-1-1, the “Initial Note A-1-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1-2, the “Company YInitial Note A-1-2 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-1, the “Initial Note A-2-1 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-2, the “Initial Note A-2-2 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-3, the “Initial Note A-2-3 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”), and CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Person listed on Schedule 1 hereto (Note A-4, the “Company T ShareholderInitial Note A-4 Holder” and, together with the Initial Note A-1-1 Holder, the Initial Note A-1-2 Holder, the Initial Note A-2-1 Holder, the Initial Note A-2-2 Holder, the Initial Note A-2-3 Holder and the Initial Note A-3 Holder, the “Initial Note Holders”).
Appears in 3 contracts
Samples: Co Lender Agreement (BMO 2024-C9 Mortgage Trust), Co Lender Agreement (Bank 2024-Bnk47), Co Lender Agreement (Benchmark 2024-V7 Mortgage Trust)
TABLE OF CONTENTS. Paragraph Article Subject Page ARTICLE I GENERAL 100 Article 1 Purpose of Agreement 1 200 Article 2 Scope of Agreement 1 300 Article 3 Section 1.1 Defined Terms Recognition and Union Security 3 ARTICLE II VOTING 400 Article 4 Community Disaster 4 500 Article 5 Section 2.1 Management 5 600 Article 6 General Provisions 5 700 Article 7 Reduction in Force and Reduction of Scheduled Hours 9 800 Article 8 New Hires, Transfers, Promotions and Additional Hours 14 900 Article 9 Probation 21 1000 Article 10 Bulletin Boards 22 1100 Article 11 Discrimination 22 1200 Article 12 Hours of Work and Overtime 22 1300 Article 13 Compensation 28 1400 Article 14 Work/Life Balance Time Off Program 37 1500 Article 15 Leaves of Absence 48 1600 Article 16 Jury Duty and Legal Proceedings 57 1700 Article 17 Mileage Allowance 57 1800 Article 18 Life Insurance, Health Plan, Dental Plan and Pension Plan Coverage 58 1900 Article 19 Alternate Compensation Program 69 2000 Article 20 Physical Examinations 71 2100 Article 21 Discipline and Discharge 71 2200 Article 22 No Strikes – No Lockouts 73 2300 Article 23 Access and Visitation of Union Representatives 73 2400 Article 24 Stewards and Grievance Committee 74 2500 Article 25 Grievance Procedure 75 2600 Article 26 Special Committee 81 2700 Article 27 Classification Review 83 2800 Article 28 Safety 84 2900 Article 29 Savings Clause 85 3000 Article 30 Duration of Agreement to Vote 5 Section 2.2 Grant 86 PAGE Appendix A - Wage Structures 90 Letter of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Understanding 132 SUPPLEMENT National Agreement AGREEMENT THIS AGREEMENT made and Warranties entered into as of the Company T Shareholder 7 Section 3.2 Representations and Warranties 1st day of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share DividendsOctober 1, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), 2005 by and among Youku Inc.between XXXXXX FOUNDATION HOSPITALS, an exempted company with limited liability incorporated under THE XXXXXX FOUNDATION HEALTH PLAN and THE SOUTHERN CALIFORNIA PERMANENTE MEDICAL GROUP, herein collectively referred to as the laws of the Cayman Islands (“Company Y”), Employer,” and the Person listed on Schedule 1 hereto (OFFICE AND PROFESSIONAL EMPLOYEES INTERNATIONAL UNION, LOCAL 30, AFL-CIO, CLC, hereinafter referred to as the “Company T ShareholderUnion.”).
Appears in 3 contracts
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder Shareholders 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 Section 5.17 Several Obligations 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 6 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and each of the Person Persons listed on Schedule 1 hereto (the each, a “Company T Shareholder”).
Appears in 3 contracts
Samples: Voting Agreement (Tudou Holdings LTD), Voting Agreement (Youku Inc.), Voting Agreement (Tudou Holdings LTD)
TABLE OF CONTENTS. Page CONTRACT FORMAT INDEXING SYSTEM vi ARTICLE I GENERAL 1 – PARTIES TO THE AGREEMENT 1 ARTICLE 2 – RECOGNITION 2 ARTICLE 3 – TERM OF AGREEMENT 4 Section 1.1 Defined Terms 3 ARTICLE II VOTING 1. Effective Date. 4 Section 2. Notice to Negotiate 4 Section 3. Commencing Negotiations 4 Section 4. Scheduling Negotiations 4 Section 5. Mediation and Binding Arbitration. 4 Section 6. Agreement Extension. 4 Section 7. Reopening of Agreement 5 Section 2.1 8. Process to Open Agreement to Vote During Term. 5 Section 2.2 Grant of Proxy ARTICLE 4 – COMPLETE AGREEMENT 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 5 – SEPARABILITY 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y ARTICLE 6 – NO STRIKE/NO LOCKOUT 8 ARTICLE IV OTHER COVENANTS 7 – UNION RIGHTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 1. Centralized State Payment System 9 Section 4.2 Prohibition on Transfers of Company Y Shares 2. Bulletin Boards 9 Section 4.3 Additional Shares 3. Union Presentations at Trainings 9 Section 4. Homecare and Personal Support Worker New Member Orientation. 9 Section 5. Employer Indemnity 9 Section 6. Service Period and Deductions 10 Section 4.4 Share Dividends, etc7. List of Representatives 10 Section 8. List and Information. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 9. New Provider List Information. 11 Section 4.8 Documentation and Information 10. Dues Deduction. 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 11. Associated Costs 12 Section 5.1 Interpretation 12. Other Deductions 12 Section 5.2 Termination 13. Service Period and Deductions 13 Section 5.3 Governing Law and Venue 14. Personal Support Workers in the Independent Choices Program (ICP) 13 Section 5.4 Notices 15. Paycheck Remittance Advice. 13 ARTICLE 8 – PAYROLL/VOUCHER SYSTEMS 14 Section 5.5 Amendment 1. Properly Completed Voucher or Timesheet 14 Section 5.6 Extension; Waiver 2. Voucher Submission Timelines 15 Section 5.7 Entire Agreement 3. For PSWs Paid Through a Fiscal Intermediary 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 4. Voucher Payment Processing Timelines 16 Section 5.12 Specific Performance 16 5. Timely and Accurate Pay 18 Section 5.13 Company T Shareholder Capacity 16 6. Payroll Transition for HCWs/PSWs 19 Section 5.14 7. Voucher Issuance Timelines 20 Section 8. Direct Deposit Options 20 Section 9. Termination of Employment 20 Section 10. Voucher Date Stamp Process 21 Section 11. HCW/PSW Credentials 21 ARTICLE 9 – NO DISCRIMINATION 23 Section 1. No Ownership Interest 16 Discrimination. 23 Section 5.15 Costs 2. Consumer Rights 23 ARTICLE 10 – OREGON HOME CARE COMMISSION REGISTRY (Registry) 24 Section 1. Inclusion in the Registry 24 Section 2. Definitions 24 Section 3. Available for Referral 25 Section 4. Online Referral Authorization 25 Section 5. Seeking Employment 26 Section 6. Registry Referrals and Expenses 16 Consumer Choice 26 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term 7. Personal Information – Credential Information Quarterly Review 26 Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 8. Unavailability for Referral in the Registry due to DHS/OHA Oregon Administrative Rule (this “Agreement”OARs), by and among Youku Inc., an exempted company with limited liability incorporated under the laws . Employment Status in one of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).State Provider Database Systems. 27
Appears in 3 contracts
Samples: Letter of Agreement, Letter of Agreement, Letter of Agreement
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 (1) Article 1 DEFINITIONS 1 Section 1.1 Defined 1.01 Definitions of Terms 3 ARTICLE II VOTING 5 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.1 Agreement to Vote 5 2.01 Designation and Terms of Securities 4 Section 2.2 Grant 2.02 Form of Proxy Securities and Trustee’s Certificate 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 2.03 Denominations: Provisions for Payment 7 Section 3.1 Representations 2.04 Execution and Warranties Authentications 8 Section 2.05 Registration of Transfer and Exchange 8 Section 2.06 Temporary Securities 9 Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities 9 Section 2.08 Cancellation 10 Section 2.09 Benefits of Indenture 10 Section 2.10 Authenticating Agent 10 Section 2.11 Global Securities 11 Article 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 11 Section 3.01 Redemption 11 Section 3.02 Notice of Redemption 12 Section 3.03 Payment Upon Redemption 12 Section 3.04 Sinking Fund 13 Section 3.05 Satisfaction of Sinking Fund Payments with Securities 13 Section 3.06 Redemption of Securities for Sinking Fund 13 Article 4 COVENANTS 13 Section 4.01 Payment of Principal, Premium and Interest 13 Section 4.02 Maintenance of Office or Agency 14 Section 4.03 Paying Agents 14 Section 4.04 Appointment to Fill Vacancy in Office of Trustee 15 Section 4.05 Compliance with Consolidation Provisions 15 Article 5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE 15 Section 5.01 Company to Furnish Trustee Names and Addresses of Securityholders 15 Section 5.02 Preservation Of Information; Communications With Securityholders 15 Section 5.03 Reports by the Company 15 Section 5.04 Reports by the Trustee 16 Article 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 16 Section 6.01 Events of Default 16 Section 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee 17 Section 6.03 Application of Moneys Collected 18 Section 6.04 Limitation on Suits 19 Section 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver 19 Section 6.06 Control by Securityholders 20 Section 6.07 Undertaking to Pay Costs 20 Article 7 CONCERNING THE TRUSTEE 20 Section 7.01 Certain Duties and Responsibilities of Trustee 20 Section 7.02 Certain Rights of Trustee 21 1 This Table of Contents does not constitute part of the Company T Shareholder 7 Section 3.2 Representations Indenture and Warranties shall not have any bearing on the interpretation of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers any of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”)its terms or provisions.
Appears in 3 contracts
Samples: Indenture (TScan Therapeutics, Inc.), Indenture (Better Therapeutics, Inc.), Indenture (Candel Therapeutics, Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL Preliminary 1 Exclusion of Model Articles 1 2 Defined terms 1 3 Section 1.1 Defined Terms Liability of members 2 4 Name 2 Directors’ Powers and Responsibilities 5 Directors’ general authority 2 6 Shareholders’ reserve power 3 ARTICLE II VOTING 7 Directors may delegate 3 8 Committees 3 Decision-Making by Directors 9 Sole director 4 10 Directors to take decisions collectively 4 11 Calling a directors’ meeting 4 12 Participation in directors’ meetings 4 13 Quorum for directors’ meetings 5 Section 2.1 Agreement 14 Chairman 5 15 Directors’ written resolutions 5 16 Directors’ discretion to Vote 5 Section 2.2 Grant make further rules 6 Directors’ Conflicts of Proxy Interest 18 Directors’ interests 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations 19 Authorisation of conflicts 6 20 Confidential information 8 Appointment of Directors 21 Methods of appointing directors 8 22 Termination of director’s appointment 9 23 Executive directors 9 24 Directors’ remuneration 10 25 Directors’ expenses 10 26 Alternate directors 10 Shares 27 All shares to be fully paid 11 28 Powers to issue different classes of share 11 29 Redeemable shares 11 30 Share warrants 11 31 Payment of commissions on subscription for shares 12 32 Allotment of shares 12 33 Exclusion of pre-emption rights 12 34 Company not bound by less than absolute interests 12 35 Share certificates 12 36 Replacement share certificates 13 37 Lien 13 38 Purchase of own Shares 14 Transfer and Warranties Transmission of Shares 39 Share transfers 14 40 Transmission of shares 15 41 Exercise of transmittees’ rights 15 42 Transmittees bound by prior notices 16 Dividends and Other Distributions 43 Procedure for declaring dividends 16 44 Payment of dividends and other distributions 16 45 Deductions from distributions in respect of sums owed to the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition company 17 46 No interest on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 distributions 17 47 Unclaimed distributions 18 48 Non-cash distributions 18 49 Waiver of Appraisal distributions 18 Capitalisation of Profits 50 Authority to capitalise and Dissentersappropriation of capitalised sums 19 General Meetings 51 Attendance and speaking at general meetings 20 52 Quorum for general meetings 20 53 Chairing general meetings 20 54 Attendance and speaking by directors and non-shareholders 21 55 Adjournment 21 56 Voting 22 57 Errors and disputes 22 58 Poll votes 22 59 Content of proxy notices 23 60 Delivery of proxy notices 23 61 Amendments to resolutions 24 Administrative Arrangements 62 Means of communication to be used 24 63 Company seal 25 64 No right to inspect accounts and other records 25 Directors’ Rights 11 Section 4.8 Documentation Indemnity and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Insurance 65 Indemnity 25 66 Insurance 25 PRELIMINARY
Appears in 3 contracts
Samples: www.albionoffer.com, www.albionoffer.com, www.albionoffer.com
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder Shareholders 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 Section 5.17 Several Obligations 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and each of the Person Persons listed on Schedule 1 hereto (the each, a “Company T Shareholder”).
Appears in 3 contracts
Samples: Voting Agreement (Tudou Holdings LTD), Voting Agreement (Youku Inc.), Voting Agreement (Tudou Holdings LTD)
TABLE OF CONTENTS. Page ARTICLE I PART A CENTRAL TERMS C1.00 Structure and Content of Collective Agreement 1 C2.00 Definitions 1 C3.00 Length of Term/Notice to Bargain/Renewal 2 C4.00 Central Grievance Process 3 C5.00 Vested Retirement Gratuity Voluntary Early Payout Option (not applicable to OTs) 6 C6.00 Benefits 6 C7.00 Sick Leave (only section f and g is applicable to OTs) 8 C8.00 Central Labour Relations Committee 11 C9.00 Ministry/School Board Initiatives 11 C10.00 Diagnostic Assessment 11 C11.00 Statutory Leaves of Absence/SEB 12 C12.00 Class Size/Staffing Levels 14 Appendix A – Retirement Gratuities (not applicable to OTs) 15 Letter of Agreement #1 – Sick Leave 16 Letter of Agreement #2 – Regulation 274 – Hiring Practices 17 Letter of Agreement #3 – Occasional Teacher Ability to Lock the Classroom Door 19 Letter of Agreement #4 – Employment Insurance (E.I.) Rebate 20 Letter of Agreement #5 – Special Education Committee 21 Letter of Agreement #6 – Benefits 22 Letter of Agreement #7 – Status Quo Central Items 33 Letter of Agreement #8 – Status Quo Central Items Requiring Amendment and Incorporation 34 PART B LOCAL TERMS L.A. GENERAL 3 Section 1.1 Defined L.A.1.0 General Purpose of Agreement 36 L.A.2.0 Terms 3 ARTICLE II VOTING 5 Section 2.1 of Agreement to Vote 5 Section 2.2 Grant 36 L.A.3.0 Definition of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Terms 36 L.A.4.0 Recognition 37 L.A.5.0 Representation 38 L.A.6.0 Grievance Procedure 38 L.A.7.0 Arbitration 40 L.A.8.0 Management Rights 41 L.A.9.0 Strike or Lockout 42 L.A.10.0 Union Dues and Warranties Assessments 42 L.A.11.0 Personnel Files 43 L.A.12.0 Criminal Record Check 44 L.B SALARY L.B.1.0 Short Term Assignments 44 L.B.2.0 Long Term Occasional Teachers 44 L.B.3.0 Retroactive Payment 46 L.B.4.0 Qualifications 46 L.B.5.0 Early Termination of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No ThirdLong Term Assignments 47 L.B.6.0 Call-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Out Error 47 L.C BENEFITS L.C.1.0 Insured Employee Benefits 48
Appears in 2 contracts
Samples: www.sdc.gov.on.ca, www.yrdsb.ca
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 PAGE SECTION 1. Definitions 2 SECTION 2. Other Definitional and Interpretative Provisions 9 SECTION 3. Issuance of Rights and Right Certificates 9 SECTION 4. Form of Right Certificates 10 SECTION 5. Registration; Transfer and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 12 SECTION 6. Exercise of Rights 12 SECTION 7. Cancellation and Destruction of Right Certificates 14 SECTION 8. Reservation and Availability of Capital Stock 15 SECTION 9. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights 16 SECTION 10. Certificate of Adjusted Purchase Price or Number of Shares 19 SECTION 11. Fractional Rights and Fractional Shares 20 SECTION 12. Certain Legal and Regulatory Matters 21 SECTION 13. Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties Right Holders 21 SECTION 14. Right Certificate Holder Not Deemed a Shareholder 22 SECTION 15. Appointment of Rights Agent 22 SECTION 16. Merger or Consolidation or Change of Name of Rights Agent 22 SECTION 17. Duties of the Company T Shareholder 7 Section 3.2 Representations Rights Agent 23 SECTION 18. Change of Rights Agent 25 SECTION 19. Redemption 26 SECTION 20. Exchange 26 SECTION 21. Notice of Proposed Actions and Warranties Certain Other Matters 28 SECTION 22. Notices 28 SECTION 23. Supplements and Amendments 29 SECTION 24. Successors 30 SECTION 25. Determinations and Actions by the Board, etc 30 SECTION 26. Benefits of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etcThis Rights Plan 30 SECTION 27. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Severability 30 SECTION 28. Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 30 SECTION 29. Counterparts; Effectiveness 17 EXHIBIT 30 Exhibit A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, Form of Certificate of Designation of Preferred Stock Exhibit B Summary of Terms Exhibit C Form of Right Certificate SHAREHOLDER RIGHTS PLAN RIGHTS PLAN (this “Rights Plan”) dated as of March 11December 8, 2012 2010, between Sterling Financial Corporation, a Washington corporation (this the “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company YCompany”), and the Person listed on Schedule 1 hereto American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Company T ShareholderRights Agent”).
Appears in 2 contracts
Samples: Shareholder Rights Plan (Sterling Financial Corp /Wa/), Shareholder Rights Plan (Sterling Financial Corp /Wa/)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1. DEFINITIONS 1 1.1 Defined Terms 3 ARTICLE II VOTING 5 1 1.2 Other Definitional Provisions 36 Section 2. AMOUNT AND TERMS OF LOAN COMMITMENTS 38 2.1 Agreement Term Commitments 38 2.2 Procedure for Term Loan Borrowing 38 2.3 Repayment of Term Loans 38 2.4 Revolving Commitments 39 2.5 Procedure for Revolving Loan Borrowing 39 2.6 Fees 40 2.7 Optional Termination or Reduction of Commitments 41 2.8 Optional Prepayments 41 2.9 Mandatory Prepayments and Commitment Reductions 42 2.10 Conversion and Continuation Options 44 2.11 Limitations on Eurodollar Tranches 46 2.12 Interest Rates and Payment Dates 46 2.13 Computation of Interest and Fees 46 2.14 Inability to Vote 5 Determine Interest Rate 47 2.15 Pro Rata Treatment and Payments 48 2.16 Requirements of Law 50 2.17 Taxes 51 2.18 Indemnity 55 2.19 Change of Lending Office 56 2.20 Replacement of Lenders 56 2.21 Defaulting Lenders 57 2.22 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 60 2.23 Effect of Benchmark Transition Event 61 Section 2.2 Grant of Proxy 6 ARTICLE III 3. LETTERS OF CREDIT 62 3.1 Revolving L/C Commitments 62 Section 4. REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 72 4.1 Prohibition on Transfers of Company T Shares 9 Section No Change 72 4.2 Prohibition on Transfers of Company Y Shares 9 Section Existence; Compliance with Law 72 4.3 Additional Shares 10 Section Power; Authorization; Enforceable Obligations 73 4.4 Share Dividends, etc. 10 Section No Legal Bar 73 4.5 No Solicitation 10 Section Litigation 74 4.6 No Inconsistent Agreements 10 Default 74 4.7 Financial Statements 74 4.8 Indebtedness 74 4.9 Ownership of Property; Liens 74 i Sunshine (Northeast) – Credit Agreement 4.10 Intellectual Property 74 4.11 Taxes 74 4.12 Permits 75 4.13 Agreements, Etc. 75 4.14 Federal Reserve Regulations 75 4.15 Labor Matters 75 4.16 ERISA 76 4.17 Investment Company Act; Other Regulations 76 4.18 Capitalization; Subsidiaries 77 4.19 Use of Proceeds 77 4.20 Environmental Matters 77 4.21 Accuracy of Information, Etc. 78 4.22 Security Documents 79 4.23 Solvency 79 4.24 Senior Indebtedness 79 4.25 Required Insurance 79 4.26 Regulation T and Regulation U 80 4.27 AML Laws; Anti-Corruption Laws and Sanctions 80 4.28 Lines of Business 80 4.29 Federal Taxpayer Identification Number 80 Section 4.7 Waiver 5. CONDITIONS PRECEDENT 80 5.1 Conditions to Closing Date 80 5.2 Conditions to Each Extension of Appraisal and Dissenters’ Rights 11 Credit 83 Section 4.8 Documentation and 6. AFFIRMATIVE COVENANTS 84 6.1 Financial Statements 84 6.2 Certificates; Other Information 11 Section 4.9 Registration 85 6.3 Maintenance of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 ExtensionExistence; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 CounterpartsCompliance; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Contractual Obligations 87
Appears in 2 contracts
Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 PURCHASE AND SALE 1 Section 1.1 Defined Terms 3 Purchase and Sale 1 Section 1.2 Transaction Consideration 5 Section 1.3 Closing Date 5 Section 1.4 Closing Date Payment and Deliveries 5 Section 1.5 Tax Withholding 8 Section 1.6 Required Consents 8 Section 1.7 Allocation of Transaction Consideration 8 ARTICLE II VOTING 5 REPRESENTATIONS AND WARRANTIES OF HALCYON 9 Section 2.1 Agreement to Vote 5 Organization; Authorization and Enforceability 9 Section 2.2 Grant Conflicts; Consents of Proxy 6 Third Parties 9 Section 2.3 Ownership 10 Section 2.4 Broker Fees 10 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 OF THE COMPANY AND HALCYON 10 Section 3.1 Company Organization and Related Matters 10 Section 3.2 Capitalization 11 Section 3.3 Conflicts; Consents of Third Parties 11 Section 3.4 Financial Statements 11 Section 3.5 No Undisclosed Liabilities 12 Section 3.6 Absence of Certain Developments 12 Section 3.7 Taxes 12 Section 3.8 Real Property 13 Section 3.9 Tangible Personal Property; Title; Sufficiency of Assets 14 Section 3.10 Intellectual Property 15 Section 3.11 Contracts 18 Section 3.12 Employee Benefits. 18 Section 3.13 Labor 20 Section 3.14 Litigation 20 Section 3.15 Compliance with Laws; Permits 20 Section 3.16 Environmental Matters 21 Section 3.17 Insurance 21 Section 3.18 Receivables; Payables 21 Section 3.19 Products and Services 22 Section 3.20 Customers and Suppliers 23 Section 3.21 Related Party Transactions 23 Section 3.22 Brokers Fees 24 Section 3.23 Absence of Certain Business Practices 24 Section 3.24 Books and Records 24 Section 3.25 Bank Accounts; Powers of Attorney 24 Section 3.26 No Misrepresentation 24 Section 3.27 Names 24 Section 3.28 Not a Foreign Person 25 i Section 3.29 Investor Status 25 Section 3.30 No Other Representations 26 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 26 Section 4.1 Organization 26 Section 4.2 Authorization and Enforceability 26 Section 4.3 Conflicts; Consent of Third Parties 26 Section 4.4 Brokers Fees 27 Section 4.5 No Proceedings 27 Section 4.6 Issuance of Purchaser Shares 27 Section 4.7 No Insolvency 27 Section 4.8 No Other Representations 27 ARTICLE V COVENANTS 27 Section 5.1 Conduct of Business by the Company Pending the Closing 27 Section 5.2 Access to Information 30 Section 5.3 Notification of Certain Matters 30 Section 5.4 Further Action; Commercially Reasonable Efforts 30 Section 5.5 Names and Logos 31 Section 5.6 Mail; Payments; Receivables 31 Section 5.7 Public Announcements; Confidentiality 31 Section 5.8 Exclusivity 32 Section 5.9 Non-Competition; Non-Solicitation 32 Section 5.10 Payment of Indebtedness, Seller Transaction Expenses, Change of Control Payments, and Excluded Liabilities 34 Section 5.11 Employee and Employee Benefits 34 Section 5.12 Pre-Closing Funding 35 ARTICLE VI CONDITIONS TO OBLIGATIONS OF THE PARTIES 36 Section 6.1 Conditions to the Obligations of Each Party 36 Section 6.2 Conditions to the Obligations of Purchaser 36 Section 6.3 Conditions to the Obligations of Seller Parties 37 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER 37 Section 7.1 Termination 37 Section 7.2 Effect of Termination 38 ARTICLE VIII INDEMNIFICATION 38 Section 8.1 Indemnity Obligations of the Company and Halcyon 38 Section 8.2 Indemnity Obligations of Halcyon Members 39 Section 8.3 Indemnity Obligations of Purchaser 40 Section 8.4 Indemnification Procedures 40 Section 8.5 Expiration of Representations and Warranties 42 Section 8.6 Certain Limitations 42 Section 8.7 Additional Security for Indemnification Payments to Purchaser Indemnitees 43 Section 8.8 Treatment of the Company T Shareholder 7 Indemnification Payments 43 Section 3.2 Representations and Warranties of Company Y 8 8.9 Right to Indemnification Not Affected by Knowledge or Waiver 44 Section 8.10 Sole Remedy 44 ARTICLE IV OTHER COVENANTS 9 IX MISCELLANEOUS 44 Section 4.1 Prohibition on Transfers of Company T Shares 9 9.1 Certain Definitions 44 Section 4.2 Prohibition on Transfers of Company Y Shares 9 9.2 Expenses 51 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 9.3 Governing Law 51 Section 9.4 Entire Agreement; Amendments and Venue 13 Waivers 51 Section 5.4 9.5 Section Headings 52 Section 9.6 Notices 14 52 Section 5.5 Amendment 14 9.7 Severability 53 Section 5.6 Extension9.8 Binding Effect; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Assignment; Third-Party Beneficiaries 15 53 Section 5.9 Severability 15 9.9 Counterparts 53 Section 5.10 Rules of 9.10 Remedies Cumulative 54 Section 9.11 Exhibits and Schedules 54 Section 9.12 Interpretation 54 Section 9.13 Arm’s Length Negotiations 54 Section 9.14 Construction 15 55 Section 5.11 Assignment 16 Section 5.12 9.15 Specific Performance 16 55 Section 5.13 Company T Shareholder Capacity 16 9.16 Waiver of Jury Trial 55 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER 9.17 Time of Essence 55 Exhibit A: Form of Acquisition Note Exhibit B: Form of Bixx xf Sale Exhibit C: Form of Non-Compete Agreement Exhibit D: Form of Services Agreement with Halcyon Exhibit E: Form of Amendment to Purchaser's Articles of Incorporation ASSET PURCHASE AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING THIS ASSET PURCHASE AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), dated as of January 8, 2017, is by and among Youku Smart Server, Inc., an exempted company with a Nevada corporation (“Purchaser”), NextGen Dealer Solutions, LLC, a Delaware limited liability incorporated under company (the laws of the Cayman Islands (“Company YCompany”), and the Person listed on Schedule 1 hereto Halcyon Consulting, LLC, a Maryland limited liability company (“Halcyon”). The Company and Halcyon are sometimes referred to herein collectively as the “Company T ShareholderSeller Parties” and each as a “Seller Party”). Seller Parties and Purchaser are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.” The members of Halcyon (“Halcyon Members”) are executing this Agreement for the limited purposes stated herein. Halcyon and the Halcyon Members are sometimes referred to herein collectively as the “Halcyon Parties” and each as a “Halcyon Party”.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Kakarala Kartik), Asset Purchase Agreement (Smart Server, Inc)
TABLE OF CONTENTS. Page ARTICLE I GENERAL Article 1 1 1.1 General 1 1.2 Scope of Coverage 1 Article 2 2 2.1 Automatic Reinsurance 2 2.3 Facultative Reinsurance 2 Article 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 3.1 Automatic Submissions 3 3.2 Facultative Submissions 3 Article 4 4 4.1 Commencement of Automatic Reinsurance Liability 4 4.2 Commencement of Facultative Reinsurance Liability 4 4.3 Conditional Receipt or Temporary Insurance Agreement Liability 4 Article 5 Section 2.1 5 5.1 Premium Accounting 5 5.2 Currency 5 5.3 Non-Payment of Premiums 5 Article 6 6 6.1 Right of Offset 6 Article 7 7 7.1 Conversions 7 7.2 Policy Changes 7 7.3 Reductions 8 7.4 Lapses 8 7.5 Reinstatements 9 7.6 Reinsurance Limits 9 Article 8 10 8.1 Retention Limit Change 10 8.2 Recapture 10 8.3 Alternative Recapture Arrangement 11 8.4 Waiver of Premium Claims 11 Article 9 12 9.1 Claims Notice and Consultation 12 9.2 Claims Payment 12 9.3 Claims Practices 13 9.4 Contested Claims 13 9.5 Claims Expenses 14 9.6 Extra Contractual Obligations 14 9.7 Misstatement of Age or Sex 14 196474US-08 ml 20070727 (ODB#I02020US-08) Article 10 15 10.1 Errors and Omissions in Administration of Reinsurance 15 10.2 Dispute Resolution 15 10.3 Arbitration 15 10.4 Expedited Dispute Resolution Process 17 Article 11 18 11.1 Insolvency 18 Article 12 20 12.1 DAC Tax Election 20 12.2 Taxes and Expenses 20 Article 13 21 13.1 Entire Agreement to Vote 5 Section 2.2 Grant 21 13.2 Inspection of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Records 21 13.3 Utmost Good Faith 21 13.4 Confidentiality 21 Article 14 23 14.1 Representations and Warranties 23 Article 15 24 15.1 Business Continuity 24 Article 16 25 16.1 Duration of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Agreement 25 16.2 Severability 25 16.3 Construction 25 16.4 Credit for Reinsurance 25 16.5 Non-Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 25 16.6 Retrocession 25 16.7 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership 26 16.8 Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT 26 16.9 Medical Information Bureau 26 16.10 Notice 26 16.11 Counterparts 26 Execution Exhibits 27 A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Business Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).X-0 Xxxxxxxx Xxxxxxxxxx X-0 Facultative Submissions B Reinsurance Application B-1 Fac Easy Application C General Terms
Appears in 2 contracts
Samples: Yrt Reinsurance Agreement (Nationwide VL Separate Account-G), Yrt Reinsurance Agreement (Nationwide VL Separate Account-G)
TABLE OF CONTENTS. Page Part A Central C1.00 STRUCTURE AND CONTENT OF COLLECTIVE AGREEMENT 8 C1.1 Separate Central and Local Terms 8 C1.2 Implementation 8 C1.4 Single Collective Agreement 8 C2.00 DEFINITIONS 8 C3.00 LENGTH OF TERM/NOTICE TO BARGAIN/RENEWAL 9 C3.1 Single Collective Agreement 9 C3.2 Term of Agreement 9 C3.3 Where Term Less Than Agreement Term 9 C3.4 Term of Letters of Understanding 9 C3.5 Amendment of Terms 9 C3.6 Notice to Bargain 10 C4.00 CENTRAL GRIEVANCE PROCESS 10 C4.1 Definitions 10 C4.2 Central Dispute Resolution Committee 11 C4.3 The grievance shall specify: 11 C4.4 Referral to the Committee 12 C4.5 Mediation 12 C4.6 Arbitration 12 C5.00 VESTED RETIRMENT GRATUITY VOLUNTARY EARLY PAYOUT OPTION 13 C6.00 BENEFITS 13 C6.1 Funding 13 C6.2 Cost Sharing 13 C6.3 Payment in Lieu of Benefits 14 C6.4 Long Term Disability (Employee-Paid Plans) 14 C7.00 SICK LEAVE 14 C8.00 CENTRAL LABOUR RELATIONS COMMITTEE 18 C9.00 MINISTRY/SCHOOL BOARD INITIATIVES 18 C10.00 DIAGNOSTIC ASSESSMENT 18 C11.00 STATUTORY LEAVES OF ABSENCE/SEB 19 C11.1 Family Medical Leave or Critically Ill Child Care Leave 19 C11.2 Pregnancy Leave 20 C12.00 CLASS SIZE/STAFFING LEVELS 21 APPENDIX A – RETIREMENT GRATUITIES 22 LETTER OF AGREEMENT #1 Sick Leave 23 LETTER OF AGREEMENT #2 Reg. 274 Hiring Practices 24 LETTER OF AGREEMENT #3 Occ. Teacher Ability to Lock the Classroom Door 26 LETTER OF AGREEMENT #4 Employment Insurance (EI) Rebate 27 LETTER OF AGREEMENT #5 Special Education Committee 28 LETTER OF AGREEMENT #6 Benefits 29 APPENDIX A – HRIS File 39 LETTER OF AGREEMENT #7 Status Quo Central Terms 41 LETTER OF AGREEMENT #8 Status Quo Central Items 42 Table of Contents - Part B Local ARTICLE I GENERAL 3 Section 1.1 Defined LI - PURPOSE 44 ARTICLE LII - EFFECTIVE PERIOD 44 ARTICLE LIII - RECOGNITION 44 ARTICLE LIV - DEFINITION AND SCOPE 44 ARTICLE LV - MANAGEMENT RIGHTS 45 ARTICLE LVI - STRIKES AND LOCKOUTS 45 ARTICLE LVII - UNION MEMBERSHIP 46 ARTICLE LVIII - OCCASIONAL TEACHERS' ROSTER 46 ARTICLE LIX - OCCASIONAL TEACHERS TIMETABLE 49 ARTICLE LX - PROVISION OF INFORMATION 49 ARTICLE LXI - OCCASIONAL TEACHER / MANAGEMENT COMMITTEES 50 ARTICLE LXII - RATES OF PAY 50 ARTICLE LXIII - LEAVE PLANS - LONG-TERM OCCASIONAL TEACHERS 55 L13.01 Bereavement Leave 55 L13.02 Jury Duty 56 L13.03 Quarantine 56 (a) Leave for Religious Holy Days 56 (b) Pregnancy and Parental Leave 57 (c) Family Care 57 (d) Leave for Union Business 57 (e) Fifth Disease 57 4 (f) Severe Weather 58 L13.06 Lunch Period 58 L13.07 Travel 58 L13.08 Benefits 58 L13.10 Unscheduled Leaves 59 ARTICLE LXIV - GRIEVANCE/ARBITRATION PROCEDURE 59 ARTICLE LXV – JUST CAUSE 61 ARTICLE LXVI –LOCAL RIGHTS 61 ARTICLE LXVII - ACCESS TO PERSONNEL FILE 62 ARTICLE LXVIII –ABSENCE COLLECTION/DEPLOYMENT SYSTEM 62 ARTICLE LXVIX – OCCUPATIONAL HEALTH AND SAFETY 62 ARTICLE LXX – POSTING OF LONG-TERM OCC. TEACHING ASSIGNMENTS 63 ARTICLE LXXI – MEDICAL PROCEDURES 63 ARTICLE LXXII – PROFESSIONAL DEVELOPMENT 63 ARTICLE LXXIII – FEDERATION LEAVE 64 ARTICLE LXXIV – RIGHTS AND RESPONSIBILITIES 64 ARTICLE LXXV – PERMANENT ELEMENTARY TEACHING POSITIONS 64 ARTICLE LXXVI – RECORD OF EMPLOYMENT/ EMPLOYMENT INSURANCE 65 Letter of Understanding Professional Development 65 Letter of Understanding LTO Report Cards 66 Letter of Understanding Unpaid Days 66 Letter of Understanding Responsibility Allowance 66 Alphabetical List of Key Terms 3 & Article Numbers Title Central Term Article Local Term Article Absence Collection/Deployment ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant L.XVIII Benefits C6.00, LOA #6 L13.08 Class Size/Staffing Levels C12.00 Definition and Scope C2.00 ARTICLE L.IV Effective Period ARTICLE L.II Federation Leave ARTICLE L.XXIII Grievance/Arbitration C4.00 ARTICLE L.XIV Leaves of Proxy 6 Absence C11.00 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations L.XIII Leaves - Bereavement L13.01 Leaves – Family Care C11.1 L13.04 (c) Leaves – Fifths Disease L13.04 (e) Leaves – Jury or Witness L13.02 Leaves – Pregnancy and Warranties Parental C11.2 L13.04 (b) Leaves - Quarantine L13.03 Leaves – Religious Holy Days L13.04 (a) Leaves – Union Business L13.04 (d) Lunch Period L13.06 Management Rights ARTICLE L.V Medical Procedures ARTICLE L.XXI Occasional Teacher Roster ARTICLE L.VIII Occasional Teacher Timetable ARTICLE L.IX Occasional Teacher Management Committees ARTICLE L.XI Occupational Health & Safety ARTICLE L.XVIX Personnel Files ARTICLE L.XVII Permanent Teaching Positions ARTICLE L.XXV Posting of the Company T Shareholder 7 Section 3.2 Representations and Warranties Long Term Assignments ARTICLE L.XX Professional Development ARTICLE L.XXII, XXX Purpose ARTICLE L.I Rates of Company Y 8 Pay ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers L.XII Recognition ARTICLE L.III Record of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share DividendsEmployment ARTICLE L.XXVI Report Cards XXX Responsibility Allowance XXX Retirement Gratuity C5.00 , etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT APPENDIX A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 Severe Weather L13.04 (this “Agreement”f) Sick Leave C7.00(f), by LOA #1 Strikes and among Youku Inc.Lockouts ARTICLE X.XX Travel L13.07 Union Membership ARTICLE L.VII Unpaid Days XXX PART A TERMS NEGOTIATED CENTRALLY BETWEEN THE ONTARIO PUBLIC SCHOOL BOARDS’ ASSOCIATION (hereinafter called ‘OPSBA’) AND ELEMENTARY TEACHERS FEDERATION OF ONTARIO (ETFO) (hereinafter called ‘ETFO’) SEPTEMBER 1, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”)2014 TO AUGUST 31, and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).2017 ETFO TEACHERS – PART A: CENTRAL TERMS
Appears in 2 contracts
Samples: Letter of Agreement, Letter of Agreement
TABLE OF CONTENTS. Page ARTICLE Article I GENERAL 3 DEFINITIONS 2 Section 1.1 Defined Terms 3 ARTICLE Definitions 2 Section 1.2 Construction 6 Article II VOTING 5 THE OFFER 6 Section 2.1 Agreement to Vote 5 The Offer 6 Section 2.2 Grant Belpointe REIT Actions 9 Article III THE MERGER 10 Section 3.1 The Merger 10 Section 3.2 The Closing 10 Section 3.3 Effective Time 10 Section 3.4 Conversion of Proxy 6 ARTICLE III XXXXX Units 10 Section 3.5 Dissenter’s Rights. 10 Section 3.6 Delivery of Consideration 11 Section 3.7 Adjustment to Consideration 11 Section 3.8 Withholding 11 Section 3.9 Fractional Class A Units 11 Section 3.10 Further Assurances 11 Section 3.11 Governing Documents 12 Section 3.12 Officers and Directors of the Surviving Entity 12 Article IV REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 OF BELPOINTE REIT 12 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share DividendsQualification, Organization, Subsidiaries, etc. 10 12 Section 4.2 Capitalization 12 Section 4.3 Corporate Authority 13 Section 4.4 Governmental Consents; No Violation 13 Section 4.5 No Solicitation 10 SEC Reports and Financial Statements 14 Section 4.6 No Inconsistent Agreements 10 Undisclosed Liabilities 14 Section 4.7 Waiver Absence of Appraisal and Dissenters’ Rights 11 Certain Changes or Events 14 Section 4.8 Documentation and Information 11 Compliance with Law; Permits 14 Section 4.9 Registration of ADS 11 Tax Matters 15 Section 4.10 Further Assurances 11 ARTICLE Litigation; Orders 15 Section 4.11 Information Supplied 15 Article V MISCELLANEOUS 12 REPRESENTATIONS AND WARRANTIES OF BELPOINTE PREP AND THE PURCHASER 15 Section 5.1 Interpretation 12 Qualification, Organization, etc. 15 Section 5.2 Termination 13 Capitalization 15 Section 5.3 Governing Law and Venue 13 Corporate Authority 16 Section 5.4 Notices 14 Governmental Consents; No Violation 16 Section 5.5 Amendment 14 No Undisclosed Liabilities 17 Section 5.6 Extension; Waiver 15 Absence of Certain Changes or Events 17 Section 5.7 Entire Agreement 15 Compliance with Law; Permits 17 Section 5.8 No Third-Party Beneficiaries 15 Litigation; Orders 17 Section 5.9 Severability 15 Information Supplied 17 Section 5.10 Rules of Construction 15 Valid Issuance 17 Section 5.11 Assignment 16 Stock Ownership 18 Section 5.12 Specific Performance 16 No Activity 18 Article VI COVENANTS OF BELPOINTE REIT 18 Section 5.13 Company T Shareholder Capacity 16 6.1 Conduct of Business by Belpointe REIT Pending the Closing 18 Section 5.14 No Ownership Interest 16 6.2 Solicitation by Belpointe REIT 18 Article VII ADDITIONAL AGREEMENTS 20 Section 5.15 Costs and Expenses 16 7.1 Access; Confidentiality; Notice of Certain Events 20 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 7.2 Reasonable Best Efforts. 20 Section 7.3 Publicity 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).7.4 Indemnification. 21
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Belpointe REIT, Inc.), Agreement and Plan of Merger (Belpointe PREP, LLC)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1. The Offer 2 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES The Offer 2 1.2 Company Actions 4 1.3 Directors 7 Section 3.1 2. Merger Transaction 9 2.1 Merger of Purchaser into the Company 9 2.2 Effect of the Merger 9 2.3 Closing; Effective Time 9 2.4 Merger Without Meeting of Stockholders 9 2.5 Certificate of Incorporation and Bylaws; Directors and Officers 10 2.6 Conversion of Shares 10 2.7 Surrender of Certificates; Stock Transfer Books 11 2.8 Appraisal Rights 13 2.9 Further Action 13 Section 3. Representations and Warranties of the Company T Shareholder 7 13 3.1 Due Organization; Subsidiaries, Etc. 13 3.2 Certificate of Incorporation and Bylaws; Minutes 14 3.3 Capitalization, Etc. 14 3.4 SEC Filings; Financial Statements 16 3.5 Absence of Changes 19 3.6 Title to Assets 19 3.7 Real Property; Equipment 19 3.8 Intellectual Property 20 3.9 Contracts 23 3.10 Liabilities 26 3.11 Compliance with Legal Requirements 26 3.12 Regulatory Matters 27 3.13 Product Registration Files 29 3.14 Certain Business Practices 29 3.15 Communications 30 3.16 Tax Matters 30 3.17 Employee Matters; Benefit Plans 32 3.18 Environmental Matters 37 3.19 Insurance 38 3.20 Transactions with Affiliates 39 3.21 Legal Proceedings; Orders 39 3.22 Authority; Binding Nature of Agreement 39 3.23 Section 3.2 203 of the DGCL, Etc. Not Applicable 40 3.24 Vote Required 40 3.25 Non-Contravention; Consents 40 3.26 Fairness Opinion 41 3.27 Financial Advisor 41 3.28 Conflict Minerals 41 3.29 Disclosure 41 Section 4. Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section Parent and Purchaser 42 4.1 Prohibition on Transfers Due Organization 42 4.2 Purchaser 42 4.3 Authority; Binding Nature of Agreement 42 4.4 Non-Contravention; Consents 43 4.5 Disclosure 43 4.6 Absence of Litigation 44 4.7 Funds 44 4.8 Ownership of Company T Shares 9 Common Stock 45 Section 4.2 Prohibition on Transfers 5. Certain Covenants of the Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 45 5.1 Access and Investigation 45 5.2 Notification of Certain Events 46 5.3 Operation of the Company’s Business 46 5.4 No Solicitation 10 51 5.5 Third Party Notices 53 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 6. Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws Covenants of the Cayman Islands (“Parties 53 6.1 Filings and Approvals 53 6.2 Company Y”)Options, Company RSUs, Company PSUs, Company Stock Awards, ESPP Purchase Rights 55 6.3 Employee Benefits 58 6.4 Compensation Arrangements 60 6.5 Indemnification of Officers and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Directors 60 6.6 Securityholder Litigation 62 6.7 Third Party Consents 62
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onyx Pharmaceuticals Inc), Agreement and Plan of Merger (Amgen Inc)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 1 Definitions 1 2 Term 6 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties Business of the Company T / Conduct of the Business 6 4 Capital Increase / Shareholdings 6 5 Shareholding 7 6 Shareholders 7 7 Responsibilities of Shareholders 11 8 Governing Committee / Shareholder 7 Section 3.2 Representatives 11 9 Officers / Managers 15 10 Employees 16 11 Master Services Agreements 16 12 Transformation / Code of Corporate Governance 16 13 Financial Advisor / Debt Financing 17 14 Consultant Services and the CCC Contract 17 15 Related Party Xxxx. / CCC Contract / OMAG Master Services Agr. 17 16 Pre-Development Expenses / Success Fee 17 17 Initial Company Activities 18 18 Corporate Stamp 18 19 Fiscal Year 18 20 Auditor / Internal Auditor 19 21 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers the Parties 19 22 Notices 19 23 Governing Law / Dispute Resolution / Venue / Arbitration 21 24 Confidential Information 21 25 Amendments 21 26 Relationship of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 the Parties 21 27 Severability 21 28 Assignment 21 29 Entire Agreement 21 30 Nonwaiver 21 31 Construction 21 32 Headings 21 33 Language 21 34 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law 21 35 Counterparts 21 EXHIBITS Exhibit A Form of Adoption Agreement Exhibit B Constitutive Contract Exhibit C Mezzanine Financing; Banks and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Financial Advisors Exhibit D RCA Subscription Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules Exhibit E CCC - Panama Subscription Agreement Exhibit F CCC - Oman Subscription Agreement Exhibit G OMAG Subscription Agreement Exhibit H Shareholdings and Capitalization Exhibit I Joint Written Consent of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs OMAG and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as JOL Exhibit J Code of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Corporate Governance
Appears in 2 contracts
Samples: Subscription Agreement (Omagine, Inc.), Subscription Agreement (Omagine, Inc.)
TABLE OF CONTENTS. (Continued) Page Section 5.5 Access to Information; Confidentiality 50 Section 5.6 Plan of Reorganization 50 Section 5.7 Public Announcements 50 Section 5.8 Expenses 51 Section 5.9 Takeover Statutes 51 Section 5.10 Tax Matters 51 Section 5.11 Acquisition Proposals 52 Section 5.12 Surviving Corporation Charter and By-Laws 53 Section 5.13 Continuing Employee Matters 53 Section 5.14 Guarantees 54 Section 5.15 Stub Period Financial Statements 54 Section 5.16 iTouchpoint Escrow 54 ARTICLE I GENERAL 3 VI CONDITIONS 54 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 6.1 Conditions to Each Party’s Obligation to Effect the Merger 54 Section 2.1 Agreement 6.2 Conditions to Vote 5 Obligation of the Parent and Merger Sub 55 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties 6.3 Conditions to Obligation of the Company T Shareholder 7 56 ARTICLE VII TERMINATION 57 Section 3.2 7.1 Termination 57 Section 7.2 Effect of Termination 58 ARTICLE VIII SURVIVAL; INDEMNIFICATION 59 Section 8.1 Survival 59 Section 8.2 Obligation of the Company Holders to Indemnify 59 Section 8.3 Matters Pertaining to Indemnification by the Company Holders 60 Section 8.4 Obligation of Parent to Indemnify 61 Section 8.5 Matters Pertaining to Indemnification by Parent 61 Section 8.6 Procedure for Indemnification 62 Section 8.7 Tax Indemnification 64 Section 8.8 Sole and Exclusive Remedy 65 Section 8.9 Miscellaneous 65 ARTICLE IX MISCELLANEOUS 65 Section 9.1 Certain Definitions 65 Section 9.2 Exclusive Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 74 Section 4.1 Prohibition on Transfers of Company T Shares 9 9.3 Counterparts 74 Section 4.2 Prohibition on Transfers of Company Y Shares 9 9.4 GOVERNING LAW 74 Section 4.3 Additional Shares 10 9.5 Consent to Jurisdiction 74 Section 4.4 Share Dividends, etc. 10 9.6 Representative 74 Section 4.5 No Solicitation 10 9.7 Notices 76 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 9.8 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 76 (this “Agreement”iii), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ExlService Holdings, Inc.), Agreement and Plan of Merger (ExlService Holdings, Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined I. DEFINITIONS 1 SECTION 1.1. Capitalized Terms 1 SECTION 1.2. Other Definitional Provisions 3 ARTICLE II VOTING II. ORGANIZATION 4 SECTION 2.1. Name 4 SECTION 2.2. Office 4 SECTION 2.3. Purposes and Powers 4 SECTION 2.4. Appointment of Owner Trustee 5 Section 2.1 Agreement SECTION 2.5. Initial Capital Contribution of Trust Estate 5 SECTION 2.6. Declaration of Trust 6 SECTION 2.7. Title to Vote 5 Section 2.2 Grant Trust Property 6 SECTION 2.8. Situs of Proxy Trust 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 SECTION 2.9. Representations and Warranties of the Company T Shareholder 7 Section 3.2 Depositor 6 SECTION 2.10. Covenants of the Certificateholder 8 SECTION 2.11. Federal Income Tax Treatment of the Trust 8 ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST 9 SECTION 3.1. Initial Ownership 9 SECTION 3.2. The Certificate 9 SECTION 3.3. Authentication of Certificate 9 SECTION 3.4. Registration of Transfer and Exchange of Certificate 10 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates 11 SECTION 3.6. Persons Deemed Certificateholders 12 SECTION 3.7. Maintenance of Office or Agency 12 SECTION 3.8. Disposition in Whole But Not in Part 12 SECTION 3.9. ERISA Restrictions 12 SECTION 3.10. Appointment of Certificate Paying Agent 13 ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS 13 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters 13 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters 14 SECTION 4.3. Restrictions on Certificateholder’s Power 14 SECTION 4.4. [Reserved] 15 SECTION 4.5. Action with Respect to Bankruptcy Action 15 SECTION 4.6. Covenants and Restrictions on Conduct of Business 15 ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE 17 SECTION 5.1. General Authority 17 SECTION 5.2. General Duties 18 SECTION 5.3. Action upon Instruction 18 SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions 19 SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties 20 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of Company Y 8 Trusts and Duties 20 SECTION 6.2. Furnishing of Documents 22 SECTION 6.3. Representations and Warranties 22 SECTION 6.4. Reliance; Advice of Counsel 23 SECTION 6.5. Not Acting in Individual Capacity 23 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 24 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 24 SECTION 6.10. FATCA Information 25 SECTION 6.11. Financial Crimes Enforcement Network’s Customer Due Diligence 25 SECTION 6.12. Beneficial Ownership and Control of the Trust 26 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etcVII. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs COMPENSATION OF OWNER TRUSTEE 26 SECTION 7.1. Owner Trustee’s Fees and Expenses 16 Section 5.16 Counterparts26 SECTION 7.2. Indemnification 26 SECTION 7.3. Payments to the Owner Trustee 27 SECTION 7.4. Non-recourse Obligations 27 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT 27 SECTION 8.1. Termination of Trust Agreement 27 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 SECTION 9.1. Eligibility Requirements for Owner Trustee 28 SECTION 9.2. Resignation or Removal of Owner Trustee 29 SECTION 9.3. Successor Owner Trustee 29 SECTION 9.4. Merger or Consolidation of Owner Trustee 30 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee 30 ARTICLE X. MISCELLANEOUS 31 SECTION 10.1. Supplements and Amendments 31 SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder 32 SECTION 10.3. Limitations on Rights of Others 32 SECTION 10.4. Notices 33 SECTION 10.5. Severability 33 SECTION 10.6. Counterparts and Consent to Do Business Electronically 33 SECTION 10.7. Assignments 33 SECTION 10.8. No Recourse 34 SECTION 10.9. Headings 34 SECTION 10.10. GOVERNING LAW 34 SECTION 10.11. Servicer 34 SECTION 10.12. Nonpetition Covenants 34 SECTION 10.13. Regulation AB 35 SECTION 10.14. Force Majeure 35 ARTICLE XI. APPLICATION OF TRUST FUNDS; Effectiveness 17 EXHIBIT CERTAIN DUTIES 36 SECTION 11.1. Establishment of Trust Accounts 36 SECTION 11.2. Application of Trust Funds 36 SECTION 11.3. Method of Payment 37 EXHIBITS Exhibit A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Notice of Repurchase Request This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 11November 24, 2012 2020, between AFS SENSUB CORP., a Nevada corporation, as depositor (this the “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company YSeller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of October 14, 2020, between the Person listed on Schedule 1 hereto (Seller and the “Company T Shareholder”)Owner Trustee.
Appears in 2 contracts
Samples: Trust Agreement (AmeriCredit Automobile Receivables Trust 2020-3), Trust Agreement (AmeriCredit Automobile Receivables Trust 2020-3)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder Shareholders 7 Section 3.2 Representations and Warranties of Company Y 8 9 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 10 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 11 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 13 ARTICLE V MISCELLANEOUS 12 13 Section 5.1 Interpretation 12 13 Section 5.2 Termination 13 14 Section 5.3 Governing Law and Venue 13 14 Section 5.4 Notices 14 15 Section 5.5 Amendment 14 16 Section 5.6 Extension; Waiver 15 16 Section 5.7 Entire Agreement 15 16 Section 5.8 No Third-Party Beneficiaries 15 16 Section 5.9 Severability 15 16 Section 5.10 Rules of Construction 15 17 Section 5.11 Assignment 16 17 Section 5.12 Specific Performance 16 17 Section 5.13 Company T Shareholder Capacity 16 17 Section 5.14 No Ownership Interest 16 18 Section 5.15 Costs and Expenses 16 18 Section 5.16 Counterparts; Effectiveness 17 18 Section 5.17 Several Obligations 18 EXHIBIT A JOINDER AGREEMENT 21 24 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 6 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 5 controlled by 4 5 controlling 4 5 Covered Shares 5 Effective Time 7 8 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 5 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), Xx. Xxxx Xxx Xxxx, an individual and a citizen of the Person PRC (as defined below) (“Xx. Xxxx”) and each of the other Persons listed on Schedule 1 hereto (the each such Person, including Xx. Xxxx, a “Company T Shareholder”).
Appears in 2 contracts
Samples: Voting Agreement (Tudou Holdings LTD), Voting Agreement (Tudou Holdings LTD)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Defined Terms 3 Definitions 2 Section 1.2 Incorporation by Reference of Trust Indenture Act 2 Section 1.3 Rules of Construction 2 ARTICLE II VOTING THE NOTES 4 Section 2.1 Form 4 Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.1 Agreement to Vote 2.4 Tax Treatment 5 Section 2.2 Grant 2.5 Registration; Registration of Proxy Transfer and Exchange 6 Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 13 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 15 Section 2.15 Retained Notes 16 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 COVENANTS 20 Section 3.1 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement 20 Section 3.2 Maintenance of Office or Agency 22 Section 3.3 Money for Payments To Be Held in Trust 22 Section 3.4 Existence 23 Section 3.5 Protection of Trust Estate 24 Section 3.6 Opinions as to Trust Estate 24 Section 3.7 Performance of Obligations; Servicing of Receivables 25 Section 3.8 Negative Covenants 27 Section 3.9 Annual Statement as to Compliance 28 Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms 28 Section 3.11 Successor or Transferee 30 Section 3.12 No Other Business 30 Section 3.13 No Borrowing 30 Section 3.14 Servicer’s Obligations 30 Section 3.15 Guarantees, Loans, Advances and Other Liabilities 30 Section 3.16 Capital Expenditures 31 Section 3.17 Restricted Payments 31 Section 3.18 Notice of Events of Default 31 Section 3.19 Removal of Administrator 31 Section 3.20 Further Instruments and Acts 31 Section 3.21 Sales Finance Company Licenses 31 Section 3.22 Representations and Warranties by the Issuer to the Indenture Trustee 31 ARTICLE IV SATISFACTION AND DISCHARGE 32 Section 4.1 Satisfaction and Discharge of Indenture 32 Section 4.2 Satisfaction, Discharge and Defeasance of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Notes 33 Section 4.3 Additional Shares 10 Application of Trust Money 34 Section 4.4 Share DividendsRepayment of Monies Held by Paying Agent 34 ARTICLE V REMEDIES 34 Section 5.1 Events of Default 34 Section 5.2 Acceleration of Maturity; Rescission and Annulment 35 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 36 Section 5.4 Remedies; Priorities 38 Section 5.5 Optional Preservation of the Receivables 41 Section 5.6 Limitation of Suits 42 Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest 42 Section 5.8 Restoration of Rights and Remedies 43 Section 5.9 Rights and Remedies Cumulative 43 Section 5.10 Delay or Omission Not a Waiver 43 Section 5.11 Control by Noteholders of the Controlling Class 43 Section 5.12 Waiver of Past Defaults 44 Section 5.13 Undertaking for Costs 44 Section 5.14 Waiver of Stay or Extension Laws 44 Section 5.15 Action on Notes 45 Section 5.16 Performance and Enforcement of Certain Obligations 45 ARTICLE VI THE INDENTURE TRUSTEE 46 Section 6.1 Duties of Indenture Trustee 46 Section 6.2 Rights of Indenture Trustee 48 Section 6.3 Individual Rights of Indenture Trustee 49 Section 6.4 Indenture Trustee’s Disclaimer 49 Section 6.5 Notice of Defaults 49 Section 6.6 Reports by Indenture Trustee to Holders 49 Section 6.7 Compensation and Indemnity 50 Section 6.8 Replacement of Indenture Trustee 50 Section 6.9 Successor Indenture Trustee by Xxxxxx 51 Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 52 Section 6.11 Eligibility; Disqualification 53 Section 6.12 Preferential Collection of Claims Against Issuer 54 Section 6.13 Communications Regarding Demands to Purchase Receivables 54 ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS; ASSET REPRESENTATIONS REVIEW 54 Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders 54 Section 7.2 Preservation of Information; Communications to Noteholders 54 Section 7.3 Reports by Issuer 55 Section 7.4 Reports by Indenture Trustee 55 Section 7.5 Noteholder Communications 55 Section 7.6 Asset Representations Review 56 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 57 Section 8.1 Collection of Money 57 Section 8.2 Trust Accounts 58 Section 8.3 General Provisions Regarding Accounts 58 Section 8.4 Release of Trust Estate 59 Section 8.5 Opinion of Counsel 60 ARTICLE IX SUPPLEMENTAL INDENTURES 60 Section 9.1 Supplemental Indentures Without Consent of Noteholders 60 Section 9.2 Supplemental Indentures with Consent of Noteholders 61 Section 9.3 Execution of Supplemental Indentures 63 Section 9.4 Effect of Supplemental Indenture 63 Section 9.5 Conformity with Trust Indenture Act 63 Section 9.6 Reference in Notes to Supplemental Indentures 63 ARTICLE X REDEMPTION OF NOTES 63 Section 10.1 Redemption 63 Section 10.2 Form of Redemption Notice 64 Section 10.3 Notes Payable on Redemption Date 64 ARTICLE XI MISCELLANEOUS 65 Section 11.1 Compliance Certificates and Opinions, etc. 10 65 Section 4.5 No Solicitation 10 11.2 Form of Documents Delivered to Indenture Trustee 66 Section 4.6 No Inconsistent Agreements 10 11.3 Acts of Noteholders 67 Section 4.7 Waiver of Appraisal 11.4 Notices, etc., to Indenture Trustee, Issuer and Dissenters’ Rights 11 Rating Agencies 67 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 11.5 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extensionto Noteholders; Waiver 15 69 Section 5.7 Entire Agreement 15 11.6 Alternate Payment and Notice Provisions 69 Section 5.8 11.7 Conflict with Trust Indenture Act 69 Section 11.8 Effect of Headings and Table of Contents 70 Section 11.9 Successors and Assigns 70 Section 11.10 Severability 70 Section 11.11 Benefits of Indenture 70 Section 11.12 Legal Holiday 70 Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF RIGHT TO JURY TRIAL 70 Section 11.14 Counterparts and Electronic Signature 71 Section 11.15 Recording of Indenture 71 Section 11.16 Trust Obligation 71 Section 11.17 No Petition 72 Section 11.18 Inspection 72 Section 11.19 Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).72
Appears in 2 contracts
Samples: Indenture (CarMax Auto Owner Trust 2024-1), Indenture (Carmax Auto Funding LLC)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 1. Certain Definitions 1 Section 2.1 Agreement to Vote 5 2. Appointment of Rights Agent 4 Section 2.2 Grant 3. Issue of Proxy Rights Certificates 4 Section 4. Form of Rights Certificates 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 5. Countersignature and Registration 7 Section 3.1 Representations 6. Transfer, Split Up, Combination and Warranties Exchange of the Company T Shareholder Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates 7 Section 3.2 Representations 7. Exercise of Rights; Purchase Price; Expiration Date of Rights 8 Section 8. Cancellation and Warranties Destruction of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares Rights Certificate 10 Section 4.4 Share Dividends, etc9. Reservation and Availability Of Capital Stock 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 10. Preferred Stock Record Date 12 Section 5.1 Interpretation 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights 12 Section 5.2 12. Certificate of Adjusted Purchase Price or Number of Shares 19 Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earnings Power 20 Section 14. Fractional Rights and Fractional Shares 22 Section 15. Rights of Action 23 Section 16. Agreement of Rights Holders 23 Section 17. Rights Certificate Holder Not Deemed a Shareholder 24 Section 18. Concerning the Rights Agent 24 Section 19. Merger or Consolidation or Change of Name of Rights Agent 25 Section 20. Duties of Rights Agent 25 Section 21. Change of Rights Agent 27 Section 22. Issuance of New Rights Certificates 28 Section 23. Redemption and Termination 13 28 Section 5.3 24. Notice of Certain Events 29 Section 25. Notices 31 Section 26. Supplements and Amendments 31 Section 27. Successors 32 Section 28. Determinations and Actions by the Board Of Directors, Etc 32 Section 29. Benefits of this Agreement 32 Section 30. Severability 32 Section 31. Governing Law and Venue 13 32 Section 5.4 Notices 14 32. Counterparts 33 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER 33. Descriptive Headings 33 RIGHTS AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING RIGHTS AGREEMENT, dated as of March 11December 19, 2012 2005 (this “the "Agreement”"), by and among Youku between Forgent Networks, Inc., an exempted company with limited liability incorporated under a Delaware corporation (the laws of the Cayman Islands (“Company Y”"Company"), and the Person listed on Schedule 1 hereto American Stock Transfer & Trust Company, a New York corporation (the “"Rights Agent"). On December 15, 2005 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company T Shareholder”authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $.01 per share, of the Company (the "Common Stock") outstanding at the close of business on December 31, 2005 (the "Record Date")., and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of SECTION 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined), each Right initially representing the right to purchase one one-thousandth of a share of Series A Preferred Stock of the Company having the rights, powers and preferences set forth in the form of Certificate of Designations for Series A Preferred Stock attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (singularly, a "Right," collectively "Rights"). In consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Appears in 2 contracts
Samples: Rights Agreement (Forgent Networks Inc), Rights Agreement (Forgent Networks Inc)
TABLE OF CONTENTS. Page ARTICLE I GENERAL Section 1. Recognition 1 Section 2. No Discrimination 1 Section 3. Association Security 1 Section 4. Association Bulletin Board, Contacts, Meetings and Data 2 Section 5. Release Time 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 6. Hours of Work, Shift, Schedules, and Rest Periods 4 Section 2.1 7. Overtime 4 Section 8. Health And Safety 8 Section 9. Uniforms 8 Section 10. Holidays 9 Section 11. Medical, Dental, Vision, Share the Savings, Cafeteria Benefit Plans, and County Allowance 11 Section 12. Life Insurance 15 Section 13. Educational and Career Incentive Plans 15 Section 14. Call-Back Pay 16 Section 15. Explosive Ordnance Disposal Team 16 Section 16. Meals 16 Section 17. Equal Opportunity 16 Section 18. Court Appearances/Testimony 16 Section 19. Standby Pay 17 Section 20. Additional Compensation 17 Section 21. Notice of Layoffs 18 Section 22. Leaves of Absence 18 Section 23. Vacation Leave 21 Section 24. Sick Leave 24 Section 25. Wages 26 Section 26. Grievances 27 Section 27. Effect of Legally Mandated Changes 30 Section 28. Mileage 30 Section 29. Catastrophic Sick Leave Program 31 Section 30. No Strike - No Lockout 32 Section 31. Savings Clause 32 Section 32. Enactment 32 Section 33. Scope of Agreement 32 Signature Page 33 Appendix A DSA-Represented Classifications 34 Appendix B Training Incentive Award Program 35 Appendix C Domestic Partners 38 Appendix D Employee Discrimination Complaint Procedures 39 Subject Index 43 Sideletters of Agreement Sergeants Working Deputy Overtime Shifts 45 In-Lieu Holiday Discussion 46 Union Access to Vote 5 Section 2.2 Grant New Employee Orientation (AB 119) 47 Minute Order 50 MEMORANDUM OF UNDERSTANDING BETWEEN DEPUTY SHERIFFS' ASSOCIATION OF ALAMEDA COUNTY AND THE COUNTY OF ALAMEDA THIS MEMORANDUM OF UNDERSTANDING (MOU) is entered into by the Director of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties Human Resource Services of the Company T Shareholder 7 Section 3.2 Representations County of Alameda, said political subdivision hereafter designated as "County," and Warranties the Deputy Sheriffs' Association of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Alameda County, hereafter designated as the “Association," as a recommendation to the Board of Company T Shares 9 Section 4.2 Prohibition on Transfers Supervisors of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver the County of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration Alameda of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules those conditions of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11employment which are to be in effect during the period June 24, 2012 through June 21, 2025, for those employees working in representation units referred to in Section 1. (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”)Recognition) hereof.
Appears in 2 contracts
Samples: www.acgov.org, www.acgov.org
TABLE OF CONTENTS. Page ARTICLE I GENERAL Parties to the Agreement 1 Purpose 1 Meet and Confer 1 Article 1 – Recognition 1 Article 2 – Ratification of Agreement 1 Article 3 Section 1.1 Defined Terms – Term 2 Article 4 – Renegotiation 2 Article 5 – Salary 3 ARTICLE II VOTING Article 6 – Flexible Benefits Plan 4 Article 7 – Retirement Benefits 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant Article 8 – Bereavement Leave 9 Article 9 – Mileage and Travel Reimbursement 9 Article 10 – Management Rights 10 Article 11 – DCAA Communications 11 Article 12 – Professional Education 11 Article 13 – Review of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Performance and Warranties Discretionary Merit Increases 12 Article 14 – Grievance Procedure 13 Article 15 – Employment Termination Meeting 14 Article 16 – Inspection of Employee Personnel File 15 Article 17 – DCAA Matters 15 Article 18 – Agency Shop 16 Article 19 – Employee Rights 18 Article 20 – Savings Clause 19 Article 21 – Holidays 19 Article 22 – Direct Deposit 20 Article 23 – Transportation 20 Article 24 – Recognition of City Policies 20 Article 25 – Jury Duty Scheduling 20 Article 26 – Notice of Termination 21 Article 27 – Employee Representation 21 Article 28 – Fingerprinting 21 Article 29 – Copies of the Company T Shareholder 7 Section 3.2 Representations Agreement 21 Article 30 – Long Term Disability 21 Appendix A – Salary Table 22 Appendix B – Memorandum of Agreement and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS Addendum 1 re: New Pension Plan 23 SUBJECT INDEX Agency Shop – (Article 18) 16 Bereavement Leave – (Article 8) 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws Copies of the Cayman Islands Agreement – (“Company Y”)Article 29) 21 DCAA Communications – (Article 11) 11 DCAA Matters – (Article 17) 15 Direct Deposit – (Article 22) 20 Employee Representation – (Article 27) 21 Employee Rights – (Article 19) 18 Employment Termination Meeting – (Article 15) 14 Fingerprinting – (Article 28) 21 Flexible Benefits Plan – (Article 6) 4 Grievance Procedure – (Article 14) 13 Holidays – (Article 21) 19 Inspection of Employee Personnel File – (Article 16) 15 Jury Duty Scheduling – (Article 25) 20 Long Term Disability – (Article 30) 21 Management Rights – (Article 10) 10 Meet & Confer 1 Mileage and Travel Reimbursement – (Article 9) 9 Notice of Termination – (Article 26) 21 Parties to the Agreement 1 Pension Plan for New Hires on or after July 1, and the Person listed on Schedule 2009 – (Appendix B) 23 Professional Education – (Article 12) 11 Purpose 1 hereto Ratification of Agreement – (the “Company T Shareholder”).Article 2) 1 Recognition – (Article 1) 1 Recognition of City Policies – (Article 24) 20 Renegotiation – (Article 4) 2
Appears in 2 contracts
Samples: The Agreement, The Agreement
TABLE OF CONTENTS. Page ARTICLE I GENERAL page Preamble 1 Article 1: Definitions 1 Article 2: Management Rights 2 Article 3: Union Recognition 2 Article 4: No Discrimination 3 Section 1.1 Defined Terms Article 5: Membership 3 ARTICLE II VOTING 5 Section 2.1 Article 6: Correspondence 4 Article 7: Copies of Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties 4 Article 8: Labour Management Committee 4 Article 9: Resolutions & Reports of the Company T Shareholder 7 Section 3.2 Representations and Warranties Employer 4 Article 10: Grievance Procedure 4 Article 11: Arbitration 8 Article 12: Employee Assessments for Part-Time Academics 8 Article 13: Discipline & Discharge 9 Article 14: Postings & Hirings (Part-Time Academic Work Assignments) 9 Article 15: Postings & Hirings (Teaching Assistants, Markers & Demonstrators) 12 Article 16: Probation, Precedence & Priority 13 Article 17: Hours of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Work 14 Article 18: Office Space & Facilities 15 Article 19: Health & Safety 16 Article 20: Academic Freedom 16 Article 21: Leaves of Company T Shares 9 Section 4.2 Prohibition on Transfers Absence 16 Article 22: Vacation Pay 17 Article 23: General 17 Article 24: No Strike/Lockout 18 Article 25: Salaries 18 Article 26: Term of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver Agreement 18 Appendix A: Positions Excluded from Bargaining Unit 20 Appendix B: Salaries Part-Time Academics 21 Instructors 22 Teaching Assistants 00 Xxxxxxx & Xxxxxxxxxxxxx 00 Xxxxxxxx X: Teaching Assistant Duties Form 24 Appendix D: Letter of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration Understanding - Problem-Based Learning - College of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Pharmacy 25 Appendix E: Letter of Understanding - Scholarships 26 Appendix F: Letter of Understanding - Article 14.5 Board/CUPE Collective Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules 27 Appendix G: Letter of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Understanding - Process Improvement Committee 28
Appears in 2 contracts
Samples: Collective Agreement, Collective Agreement
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined I. DEFINITIONS 1 SECTION 1.1. Capitalized Terms 1 SECTION 1.2. Other Definitional Provisions 3 ARTICLE II VOTING II. ORGANIZATION 4 SECTION 2.1. Name 4 SECTION 2.2. Office 4 SECTION 2.3. Purposes and Powers 4 SECTION 2.4. Appointment of Owner Trustee 5 Section 2.1 Agreement SECTION 2.5. Initial Capital Contribution of Trust Estate 5 SECTION 2.6. Declaration of Trust 6 SECTION 2.7. Title to Vote 5 Section 2.2 Grant Trust Property 6 SECTION 2.8. Situs of Proxy Trust 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 SECTION 2.9. Representations and Warranties of the Company T Shareholder 7 Section 3.2 Depositor 6 SECTION 2.10. Covenants of the Certificateholder 8 SECTION 2.11. Federal Income Tax Treatment of the Trust 8 ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST 9 SECTION 3.1. Initial Ownership 9 SECTION 3.2. The Certificate 9 SECTION 3.3. Authentication of Certificate 9 SECTION 3.4. Registration of Transfer and Exchange of Certificate 10 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates 11 SECTION 3.6. Persons Deemed Certificateholders 11 SECTION 3.7. Maintenance of Office or Agency 12 SECTION 3.8. Disposition in Whole But Not in Part 12 SECTION 3.9. ERISA Restrictions 12 SECTION 3.10. Appointment of Certificate Paying Agent 12 ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS 13 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters 13 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters 14 SECTION 4.3. Restrictions on Certificateholder’s Power 14 SECTION 4.4. [Reserved] 14 SECTION 4.5. Action with Respect to Bankruptcy Action 14 SECTION 4.6. Covenants and Restrictions on Conduct of Business 15 ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE 17 SECTION 5.1. General Authority 17 SECTION 5.2. General Duties 17 SECTION 5.3. Action upon Instruction 18 SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions 19 SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties 19 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of Company Y 8 Trusts and Duties 20 SECTION 6.2. Furnishing of Documents 22 SECTION 6.3. Representations and Warranties 22 SECTION 6.4. Reliance; Advice of Counsel 23 SECTION 6.5. Not Acting in Individual Capacity 23 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 23 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 24 SECTION 6.10. FATCA Information 25 SECTION 6.11. Financial Crimes Enforcement Network’s Customer Due Diligence 25 SECTION 6.12. Beneficial Ownership and Control of the Trust 26 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etcVII. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs COMPENSATION OF OWNER TRUSTEE 26 SECTION 7.1. Owner Trustee’s Fees and Expenses 16 Section 5.16 Counterparts26 SECTION 7.2. Indemnification 26 SECTION 7.3. Payments to the Owner Trustee 27 SECTION 7.4. Non-recourse Obligations 27 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT 27 SECTION 8.1. Termination of Trust Agreement 27 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 SECTION 9.1. Eligibility Requirements for Owner Trustee 28 SECTION 9.2. Resignation or Removal of Owner Trustee 28 SECTION 9.3. Successor Owner Trustee 29 SECTION 9.4. Merger or Consolidation of Owner Trustee 30 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee 30 ARTICLE X. MISCELLANEOUS 31 SECTION 10.1. Supplements and Amendments 31 SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder 32 SECTION 10.3. Limitations on Rights of Others 32 SECTION 10.4. Notices 33 SECTION 10.5. Severability 33 SECTION 10.6. Separate Counterparts 33 SECTION 10.7. Assignments 33 SECTION 10.8. No Recourse 33 SECTION 10.9. Headings 34 SECTION 10.10. GOVERNING LAW 34 SECTION 10.11. Servicer 34 SECTION 10.12. Nonpetition Covenants 34 SECTION 10.13. Regulation AB 35 ARTICLE XI. APPLICATION OF TRUST FUNDS; Effectiveness 17 EXHIBIT CERTAIN DUTIES 35 SECTION 11.1. Establishment of Trust Accounts 35 SECTION 11.2. Application of Trust Funds 36 SECTION 11.3. Method of Payment 37 EXHIBITS Exhibit A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Notice of Repurchase Request This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 11, 2012 2020, between AFS SENSUB CORP., a Nevada corporation, as depositor (this the “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company YSeller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of January 16, 2020, between the Person listed on Schedule 1 hereto (Seller and the “Company T Shareholder”)Owner Trustee.
Appears in 2 contracts
Samples: Trust Agreement (AmeriCredit Automobile Receivables Trust 2020-1), Trust Agreement (AmeriCredit Automobile Receivables Trust 2020-1)
TABLE OF CONTENTS. Page ARTICLE I GENERAL Article 13 Recognition and Coverage 1 Article 2 Precedence of Laws and Regulation 2 Article 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING Employees' Rights 2 Article 4 Management Rights 4 Article 5 Section 2.1 Agreement to Vote NTEU Rights 5 Section 2.2 Grant of Proxy Article 6 ARTICLE III REPRESENTATIONS AND WARRANTIES NTEU Representation 6 Article 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Official Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities Article 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as Facilities and Services 12 Article 9 Dues Withholding 15 Article 10 Polygraph 24 Article 11 Grievances 24 Article 12 Arbitration 29 Midcontract Negotiation 31 Article 14 Partnership 32 Article 14.A Labor Management Committees 33 Article 15 Position Classification 34 Article 16 Acceptable Level of March 11, 2012 (this “Agreement”), by Competence 34 Article 17 Performance Standards 36 Article 18 Performance Appraisal 38 Article 19 Merit Promotion 41 Article 20 Details and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), Temporary Promotions 49 Article 21 Reassignments 50 Article 22 Reduction in Force 51 Article 23 Training and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Development 55 Article 24 Overtime and Compensatory Time 57 Article 25 Alternative Work Schedules 58 Article 26 Holidays 60 Article 27 Absence and Leave 61 Article 28 Employee Benefits 68 Article 29 Employee Awards 69 Article 30 Equal Employment Opportunity 72 Article 31 Personnel Records 73 Article 32 Health and Safety 73 Article 33 Employee Assistance Program 75 Article 34 Travel 76 Article 35 Wage Surveys 78 Article 36 Contracting Out 78 Article 37 Prohibited Personnel Practices 79 Article 38 Drug-Screening 81 Article 39 Outside Employment 81 Article 40 Temporary Employees 82 Article 41 Part-Time Employees 82 Article 42 Probationary Employees 82 Article 43 Disciplinary Actions 83 Article 44 Adverse Actions 85 Article 45 Performance-Based Actions 88 Article 46 Smoking 89 Article 47 Flexiplace 90 Article 48 Notification Procedures 93 Article 49 Parking Management 96 Article 50 Transit Subsidy 97 Article 51 Duration and Termination 98 Glossary 99 Appendix A 000 Xxxxxxxx X 102 Appendix C 103 Article 1
Appears in 2 contracts
Samples: www.energy.gov, www.energy.gov
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Vote 5 Section 2.2 Grant Breaches of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties 20 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of the Company T Shareholder 7 Section 3.2 Trust and Duties 20 SECTION 6.2. Furnishing of Documents 22 SECTION 6.3. Representations and Warranties 22 SECTION 6.4. Reliance; Advice of Company Y 8 Counsel 23 SECTION 6.5. Not Acting in Individual Capacity 24 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 24 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 25 SECTION 6.10. FATCA Information 25 SECTION 6.11. Financial Crimes Enforcement Network’s Customer Due Diligence 25 SECTION 6.12. Beneficial Ownership and Control of the Trust 26 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etcVII. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs COMPENSATION OF OWNER TRUSTEE 26 SECTION 7.1. Owner Trustee’s Fees and Expenses 16 Section 5.16 Counterparts26 SECTION 7.2. Indemnification 26 SECTION 7.3. Payments to the Owner Trustee 27 SECTION 7.4. Non-recourse Obligations 27 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT 27 SECTION 8.1. Termination of Trust Agreement 27 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 SECTION 9.1. Eligibility Requirements for Owner Trustee 28 SECTION 9.2. Resignation or Removal of Owner Trustee 29 SECTION 9.3. Successor Owner Trustee 29 SECTION 9.4. Merger or Consolidation of Owner Trustee 30 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee 30 ARTICLE X. MISCELLANEOUS 31 SECTION 10.1. Supplements and Amendments 31 SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder 32 SECTION 10.3. Limitations on Rights of Others 33 SECTION 10.4. Notices 33 SECTION 10.5. Severability 33 Table of Contents SECTION 10.6. Counterparts and Consent to Do Business Electronically 33 SECTION 10.7. Assignments 34 SECTION 10.8. No Recourse 34 SECTION 10.9. Headings 34 SECTION 10.10. Force Majeure 34 SECTION 10.11. GOVERNING LAW 34 SECTION 10.12. Servicer 34 SECTION 10.13. Nonpetition Covenants 35 SECTION 10.14. Regulation AB 35 ARTICLE XI. APPLICATION OF TRUST FUNDS; Effectiveness 17 EXHIBIT CERTAIN DUTIES 36 SECTION 11.1. Establishment of Trust Accounts 36 SECTION 11.2. Application of Trust Funds 36 SECTION 11.3. Method of Payment 37 EXHIBITS Exhibit A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as Form of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws Certificate Exhibit B Form of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Certificate of Trust Exhibit C Form of Notice of Repurchase Request
Appears in 2 contracts
Samples: Trust Agreement (GM Financial Consumer Automobile Receivables Trust 2024-3), Trust Agreement (GM Financial Consumer Automobile Receivables Trust 2024-3)
TABLE OF CONTENTS. (Continued) Page Section 4.4 Non-Contravention 11 Section 4.5 Capitalization 12 Section 4.6 Subsidiaries 12 Section 4.7 Past SEC Documents 13 Section 4.8 Financial Statements; Liabilities 14 Section 4.9 Disclosure Statements 14 Section 4.10 Absence of Certain Changes 15 Section 4.11 Litigation 15 Section 4.12 Taxes 15 Section 4.13 Compliance with Laws; Licenses, Permits and Registrations 16 Section 4.14 Contracts 16 Section 4.15 Intellectual Property 17 Section 4.16 Required Vote 17 Section 4.17 Finders’ Fees; Opinion of Committee Financial Advisor 17 Section 4.18 Section 203 of the DGCL 17 ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III V REPRESENTATIONS AND WARRANTIES 7 OF PARENT, PURCHASER AND XXXXXXX 18 Section 3.1 Representations 5.1 Existence and Warranties Power 18 Section 5.2 Authorization; Approvals 18 Section 5.3 Governmental Authorization 19 Section 5.4 Non-Contravention 19 Section 5.5 Information in Securities Filings 19 Section 5.6 Purchaser’s Operations 19 Section 5.7 Vote Required 20 Section 5.8 Finders’ Fees 20 Section 5.9 Financing 20 Section 5.10 Solvency 21 TABLE OF CONTENTS (Continued) Page ARTICLE VI COVENANTS 21 Section 6.1 Conduct of Business of the Company T Shareholder 7 21 Section 3.2 Representations 6.2 Consents and Warranties Filings 22 Section 6.3 Indemnification; Insurance 23 Section 6.4 Other Proposals 24 Section 6.5 Public Announcements 27 Section 6.6 Employee Benefits 27 Section 6.7 Financing 28 Section 6.8 Cooperation with Financing Efforts 30 Section 6.9 Voting 32 ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER 33 Section 7.1 Conditions to Each Party’s Obligation 33 Section 7.2 Condition to Xxxxxxx’x, Purchaser’s and Parent’s Obligation 33 Section 7.3 Condition to Company’s Obligation 34 ARTICLE VIII TERMINATION; AMENDMENT; WAIVER 34 Section 8.1 Termination 34 Section 8.2 Effect of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Termination 35 Section 4.1 Prohibition on Transfers of Company T Shares 9 8.3 Amendment 35 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 8.4 Extension; Waiver 15 35 ARTICLE IX MISCELLANEOUS 36 Section 5.7 9.1 Nonsurvival of Representations, Warranties and Agreements 36 Section 9.2 Entire Agreement 15 Agreement; Assignment 36 Section 5.8 No Third-Party Beneficiaries 15 9.3 Severability 37 Section 5.9 Severability 15 9.4 Notices 37 Section 5.10 Rules of Construction 15 9.5 Governing Law 38 Section 5.11 Assignment 16 9.6 Submission to Jurisdiction 38 TABLE OF CONTENTS (Continued) Page Section 5.12 9.7 Descriptive Headings 39 Section 9.8 Parties in Interest 39 Section 9.9 Counterparts 39 Section 9.10 Expenses 39 Section 9.11 Purchaser Termination Fee 40 Section 9.12 Specific Performance 16 41 Section 5.13 9.13 Affiliates 42 Section 9.14 No Liability of Financing Sources 42 Exhibits: Exhibit A: Certificate of Incorporation of Surviving Corporation Schedules: Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 Disclosure Schedule INDEX OF DEFINED TERMS Term Terms Section Acquisition Proposal 4, 5 Additional Agreement Preamble Business Day 1.2 Certificate of Merger 1.3 Certificates 3.2(b) Closing 1.2 Closing Date 1.2 Commitment Letters 5.9 Committee Financial Advisor 4.17(a) Common Stock Recitals Company Preamble Company 10-K 4.8(a) Company Board Recitals Company Board Recommendation 4.2(b) Company Intellectual Property 4.15(a) Company Material Adverse Effect 4.1 Company Options 3.3(a) Company Performance Share Unit Awards 3.3(c) Company Required Governmental Consent 4.3 Company Restricted Stock Awards 3.3(b) Company Returns 4.12(b) Company RSUs 3.3(b) Company Stockholder Approval 4.16 Company Stockholders’ Meeting 2.2 Compliant 6.8 Constituent Corporations 1.1 Costs 6.3 D&O Insurance 6.3 Debt Commitment Letter 5.9 Debt Financing 5.9 Depositary 3.2(a) DGCL 1.1 Disinterested Stockholder Approval Recitals Disinterested Stockholders Recitals Dissenting Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 3.1(a) DOJ 6.2 Effective Time 7 1.3 Environmental Laws 4.13(a) Equity Commitment Letter 5.9 Equity Financing 5.9 Exchange Act 4 Existing 2.1(a) Excluded Party 6.4(b) Expenses 9.10(a) Financing Sources 5.9 FTC 6.2 GAAP 4.8(a) Governmental Entity 4.3 HSR Act 4.3 Indemnified Parties 6.3 Intervening Event 6.4(b) June Balance Sheet 4.12(b) Knowledge 4.5(b) Lenders 5.9 Lien 4.4 LTIP 3.3(d) Marketing Period 6.8 Merger Recitals Merger Consideration 1.8(c) Xxxxxxx Preamble No-Shop Period Start Date 6.4(a) Notice of Board Action 6.4(c) Notice Period 6.4(c) Orders 4.11 Other Filings 2.1(a) Outside Date 8.1(b)(ii) Parent Preamble Parent Material Adverse Effect 5.1 Parent Required Governmental Consents 5.3 Parent Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING Recitals Past SEC Documents 4.7 Person 6.4(b) Preferred Stock 4.5(a) Proceedings 4.11 Proxy Statement 2.1(a) Proxy Statement Clearance Date 2.1(b) Purchaser Preamble Required Cash Amount 5.9 Required Information 6.8(b) Responsible Parties 6.4(a) Schedule 13E-3 2.1(a) SEC 2.1(a) Secretary 1.3 Section 203 4.18 Securities Act 4.3 Solvent 5.10 Special Committee Recitals Subsidiary 1.8(b) Superior Proposal 6.4(b) Surviving Corporation 1.1 Tax 4.12(a) Tax Returns 4.12(a) Taxing Authority 4.12(a) Termination Fee 9.11 Transaction Proposal 6.4(b) Treasury Shares 1.8(b) AGREEMENT VOTING AGREEMENT, AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of March August 11, 2012 2013 (this “Agreement”) among DFC Holdings, LLC, a Delaware limited liability company (“Parent”), by and among Youku Inc.DFC Merger Corp., a Delaware corporation (“Purchaser”), whose sole stockholder is Parent, Xxxxx X. Xxxxxxx, an exempted company with limited liability incorporated under the laws of the Cayman Islands individual (“Company YXxxxxxx”), and the Person listed on Schedule 1 hereto Xxxx Food Company, Inc., a Delaware corporation (the “Company T ShareholderCompany”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dole Food Co Inc), Agreement and Plan of Merger (Murdock David H)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 1. Certain Definitions 1 Section 2.1 Agreement to Vote 5 2. Appointment of Rights Agent 6 Section 2.2 Grant 3. Issue of Proxy Right Certificates 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations 4. Form of Right Certificates 8 Section 5. Countersignature and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS Registration 9 Section 4.1 Prohibition on Transfers 6. Transfer, Split Up, Combination and Exchange of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 10 Section 4.4 Share Dividends7. Exercise of Rights, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver Purchase Price; Expiration Date of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation 8. Cancellation and Information 11 Section 4.9 Registration Destruction of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS Right Certificates 12 Section 5.1 Interpretation 9. Availability of Preferred Shares 12 Section 5.2 Termination 13 10. Preferred Shares Record Date 14 Section 5.3 11. Adjustment of Purchase Price, Number and Kind of Shares and Number of Rights 14 Section 12. Certificate of Adjusted Purchase Price or Number of Shares 22 Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power 23 Section 14. Fractional Rights and Fractional Shares 27 Section 15. Rights of Action 28 Section 16. Agreement of Right Holders 28 Section 17. Right Certificate Holder Not Deemed a Stockholder 29 Section 18. Concerning the Rights Agent 29 Section 19. Merger or Consolidation or Change of Name of Rights Agent 30 Section 21. Change of Rights Agent 32 Section 22. Issuance of New Right Certificates 33 Section 23. Redemption 34 Section 24. Exchange 35 Section 25. Notice of Certain Events 36 Section 26. Notices 37 Section 27. Supplements and Amendments 37 Section 28. Successors 38 Section 29. Benefits of this Agreement 38 Section 30. Determinations and Actions by the Board of Directors 38 Section 31. Severability 39 Section 32. Governing Law and Venue 13 39 Section 5.4 Notices 14 33. Counterparts 39 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER 34. Descriptive Headings 39 RIGHTS AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENTRights Agreement, dated as of March 11June 22, 2012 2007 (this “Agreement”), by and among Youku between Dor BioPharma, Inc., an exempted company with limited liability incorporated under a Delaware corporation (the laws of the Cayman Islands (“Company YCompany”), and the Person listed on Schedule 1 hereto American Stock Transfer & Trust Company, as Rights Agent (the “Company T ShareholderRights Agent”).. The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock (as hereinafter defined) of the Company outstanding as of the Close of Business (as defined below) on July 2, 2007 (the “Record Date”), each Right representing the right to purchase one one-thousandth (1/1000) of a Preferred Share, as hereinafter defined (subject to adjustment as provided herein), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock that shall become outstanding between the Record Date and the earlier of the Distribution Date and the Expiration Date (as such terms are hereinafter defined); provided, however, that Rights may be issued with respect to shares of Common Stock that shall become outstanding after the Distribution Date and prior to the Expiration Date in accordance with Section 22. Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Appears in 2 contracts
Samples: Rights Agreement (Dor Biopharma Inc), Rights Agreement (Dor Biopharma Inc)
TABLE OF CONTENTS. Page ARTICLE PAGE I GENERAL Scope and Purpose 1 II Union Recognition 4 III Management Functions 6 V No Discrimination 10 VI Union Membership, Security, Facilities and Information 13 VII No Strike/Lockout 16 VIII Grievance Procedure 17 IX Discipline, Suspension and Discharge 25 X Hours of Work 28 XI Postings and Appointments 33 XII Probation 40 XIII Performance Evaluations 40 XIV Wages 42 XV Office Space and Facilities 42 XVI Health and Safety 43 XVII Leaves of Absence 46 XVIII Vacations and Holidays 51 XIX Benefits 52 XX Seniority 53 XXI Academic Freedom 54 XXII Technological Change 55 XXIII Duration 56 WAGES Schedule A: 58 Schedule B: 58 TABLE OF CONTENTS (Continued) Appendix ‘A’ Policy on Aids 59 Appendix ‘B’ Definition of Sexual and Gender Harassment 60 Appendix ‘C’ Job Posting - Unit 1 61 Appendix ‘D’ Application Form 62 Appendix ‘E’ Offer Of Appointment - Unit 1 63 Appendix ‘F’ Assignment of Work Agreement 64 Letter of Understanding # 1 - Guelph/Humber Work Assignments 65 Letter of Understanding # 2 - Clause 15.02 (Work Facilities & Classification) 66 Letter of Understanding # 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant - Level of Proxy Funding Commitment 67 Letter of Understanding # 4 - Provisions of Article XX 00 Xxxxxx xx Xxxxxxxxxxxxx # 0 - Student Stipend 69 Letter of Understanding # 6 ARTICLE III REPRESENTATIONS AND WARRANTIES - Grievance Procedure 70 Letter of Understanding # 7 Section 3.1 Representations - UTAs and Warranties GTAs 71 Letter of Understanding # 8 - International Day of Mourning 73 Letter of Understanding # 9 - Online Posting and Application Process 74 Statement on Quality of Education 76 COLLECTIVE AGREEMENT ENTERED INTO in the City of Guelph in the Province of Ontario as of the Company T Shareholder 7 Section 3.2 Representations and Warranties 29th day of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share DividendsNovember, etc2008. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX BETWEEN: THE UNIVERSITY OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 GUELPH (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (hereinafter called the “Company T ShareholderUniversity”).) THE CANADIAN UNION OF PUBLIC EMPLOYEES AND ITS LOCAL 3913 (UNIT #1) (hereinafter called the “Union”) Expires the 31st day of August, 2009
Appears in 2 contracts
Samples: Collective Agreement, Collective Agreement
TABLE OF CONTENTS. Page ARTICLE I SECTION A - GENERAL Article A1. Purpose of Agreement 1 Article A2. Application, Duration and Amendments 1 Article A3. Interpretation and Definitions 1 Article A4. Recognition 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING Article A5. Administrative Authority 4 Article A6. Information 4 Article A7. Correspondence. 5 Section 2.1 Agreement Article A8. Negotiations 5 Article A9. General Grievance Procedure 6 Article A10. Mediation 7 Article A11. Interest Arbitration 8 Article A12. Rights Arbitration 9 Article A13. Responsibility for the Continuance of Operations 9 Article A14. Committee Structures and Purposes 10 Article A15. Savings Clause 12 Article A16. Discrimination. 12 Article A17. Election of Payment Modality 12 Article A18. Shadow Billing. 13 Article A19. Protection for Military Physicians 13 Article A20. Practice Transition and Succession Planning 13 Article A21. Physician Xxxxxxxxx 00 XXXXXXX X - SALARIED PHYSICIANS Article B1. Application of Sections A, C & D to Vote 5 Section 2.2 Grant Salaried Physicians 15 Article B2. Job Descriptions 15 Article B3. Grievance Procedure - Salaried Physicians 16 Article B4. Hours of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Work 17 Article B5. Workers’ Compensation 18 Article B6. Sick Leave 18 Article B7. Special Leave 19 Article B8. Vacations. 20 Article B9. Statutory Holidays 22 Article B10. Maternity/Paternity/Parental Leave 22 Article B11. Travel 24 Article B12. Loss of Personal Effects. 24 Article B13. Retirement 24 Article B14. Liability 25 Article B15. Continuing Medical Education (CME) 26 Article B16. Salaries 28 Article B17. Pension and Warranties Benefit Coverage 31 Article B18. Compensation for Uninsured Services/Third Party Xxxxxxxx 31 Article B19. On-Call Duty (Salaried Specialists Only) 32 Article B20. Discipline 32 SECTION C - OTHER PHYSICIAN SERVICES Article C1. Tariff of Fees 33 Article C2. Emergency Department Services 33 Article C3. On-Call Services 36 Article C4. Contract for Services. 41 Article C5. Blended Payment 42 Article C6. Long Term Care 44 Article C7. Visiting Specialists 46 Article C8. Chief and Deputy Chief Health Officers 47 Article C9. Honoraria 48 Article C10. Fee-for-Service Outside Alternate Payment Hours 48 Article C11. Partial Payment for Physicians Outside the Company T Shareholder 7 Section 3.2 Representations Complement 49 Article C12. International Classification of Diseases Coding (ICD) 50 Article C13. Collaborative Family Practice Incentive Program 50 Article C14. Hospitalist Services 51 SECTION D - NON-CLINICAL PROGRAM FUNDING Article D1. Physician Retention Program 55 Article D2. CMPA Assistance 56 Article D3. CME (Non-salaried Physicians) 58 Article D4. Physician Health and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etcWellness 58 Article D5. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Maternity/Parental Benefits Program 59
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TABLE OF CONTENTS. Page ARTICLE I GENERAL Section 1 Definitions 12 Section 2 Program Roles 14 Section 3 Program Documents 15 Section 1.1 Defined Terms 3 ARTICLE II VOTING 4 Outline of Validation and Testing Procedures 16 Section 5 Use of Logo 20 Section 2.1 Agreement to Vote 5 6 Noncompliance 20 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Challenge Procedure 22 Section 3.1 Representations 8 Procedure for Private Labeling Products 22 Section 9 Financing 23 Section 10 Interpretation Procedures 23 Section 11 Product Recalls and Warranties of the Company T Shareholder 7 Modifications 24 Section 3.2 Representations and Warranties 12 Change in Ownership of Company Y 8 ARTICLE IV OTHER COVENANTS 9 or Product Line 25 Section 4.1 Prohibition on Transfers 13 Forms 26 XXXXX Surfacing Sample Selection Receipt (Form XXXXX 02s) 27 Corrective Action Request (CAR) (Form XXXXX 03s) 28 XXXXX Inspection Form (Form XXXXX 04s) (four pages) 29 ASTM F2075 for EWF (Form 05s – page 1) 34 Data Log for Tramp Metal Testing (Form XXXXX 05s - page 2) 35 Sieve Analysis Data Sheet, ASTM F2075 (Form XXXXX 06s) 36 Manufacturing Location Test Request (Form XXXXX 07s) 37 XXXXX Certification Challenge Form (Form XXXXX 08s) 38 Request for Validation (Form XXXXX 09s) 39 Procedure and Data Log for Section of Company T Shares 9 ASTM F3012 Tramp Metals Test Data Sheet (Form XXXXX 10s) (two pages) 40 Sieve Analysis Data Sheet, ASTM F3012 (for Rubber Nuggets) (Form XXXXX 11s) 42 Sieve Analysis Data Sheet, ASTM F3012 (for Rubber Buffings) (Form XXXXX 12s) 43 Section 4.2 Prohibition on Transfers 14 Addenda 44 Addendum 1 Required Test Equipment for Sieve Analysis Test/Suggested Equipment Source(s) 45 Addendum 2 Additional Requirements for Engineered Wood Fiber, (EWF) 46 Addendum 3 Additional Requirements for Field Manufactured Unitary (Poured in Place [PIP] 48 Addendum 4 Additional Requirements for Loose Fill Rubber, (LFR) 51 Appendix B Certification Program Logo(s) and Approved Descriptive Verbiage Use 53 Appendix C Fee Schedule 56 SECTION 1 – DEFINITIONS The following definitions are applicable to this Procedural Guide: Administrator: A person or organization designated by the sponsor of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver a Certification program to perform the administrative duties required to manage the affairs of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”)that program.
Appears in 2 contracts
Samples: License Agreement and Procedural Guide, License Agreement and Procedural Guide
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties Recitals of the Company T Shareholder 1 Agreements of the Parties 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 2 Act 2 Affiliate 2 Authenticating Agent 3 Board of Directors 3 Board Resolution 3 Business Day 3 Commission 3 Common Securities 3 Company 3 Company Request, Company Order and Company Consent 4 Corporate Trust Office 4 Debt 4 Declaration of Trust 4 Defaulted Interest 4 Depositary 4 Event of Default 4 Extension Period 4 Fund American Trust 4 Fund American Trust Guarantee 4 Global Security 5 Guarantee 5 Guarantor 5 Guarantor Board of Directors 5 Guarantor's Board Resolution 5 Guarantor Request, Guarantor Order, Guarantor Consent 5 Holder 5 Indenture, this Indenture 5 Interest 6 Interest Payment Date 6 Maturity 6 Officers' Certificate 6 Opinion of Counsel 6 Original Issue Discount Security 6 Outstanding 7 Paying Agent 8 Person 8 Place of Payment 8 Predecessor Securities 8 Preferred Securities 8 Property Trustee 8 Redemption Date 8 Redemption Price 8 Regular Record Date 8 Repayment Date 9 Repayment Price 9 Responsible Officer 8 Security or Securities 9 Security Exchange 9 Security Register 9 Security Registrar 9 Securityholder 9 Senior Indebtedness 9 Special Record Date 10 Stated Maturity 10 Subsidiary 10 Trust Indenture Act or TIA 10 Trustee 10 U.S. Government Obligations 11 Vice President 11 Voting Stock 11 Section 3.2 Representations 102. Compliance Certificates and Warranties Opinions 11 Section 103. Form of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Documents Delivered to Trustee 12 Section 4.1 Prohibition on Transfers 104. Acts of Company T Shares 9 Securityholders 13 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends105. Notices, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal ., to Trustee, Guarantor and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices Company 14 Section 5.5 Amendment 14 Section 5.6 Extension106. Notices to Securityholders; Waiver 15 Section 5.7 Entire Agreement 107. Conflict with Trust Indenture Act 15 Section 5.8 No Third-Party Beneficiaries 108. Effect of Headings and Table of Contents 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 109. Successors and Assigns 16 Section 5.12 Specific Performance 110. Separability Clause 16 Section 5.13 Company T Shareholder Capacity 111. Benefits of Indenture 16 Section 5.14 No Ownership Interest 112. Governing Law 16 Section 5.15 Costs and Expenses 113. Counterparts 16 Section 5.16 Counterparts; Effectiveness 114. Judgment Currency 16 Section 115. Certain Rights of Holders of Preferred Securities 17 EXHIBIT A JOINDER AGREEMENT ARTICLE TWO SECURITY FORMS Section 201. Forms Generally 17 Section 202. Forms of Securities 18 Section 203. Form of Trustee's Certificate of Authentication 18 Section 204. Securities Issuable in the Form of a Global Security 19 Section 205. Form of Notation of Guarantee 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).ARTICLE THREE
Appears in 2 contracts
TABLE OF CONTENTS. Page ARTICLE Article I GENERAL 3 Definitions 1 Section 1.1 Defined Terms 1 Section 1.2 Interpretation; Schedules 3 ARTICLE Article II VOTING Agreement to Provide and Receive Services 3 Section 2.1 Provision of Services 3 Section 2.2 Shared Contracts 5 Section 2.1 Agreement to Vote 2.3 Access 5 Section 2.2 Grant of Proxy 2.4 Books and Records 5 Article III Services; Payment; Independent Contractor 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 3.1 Service Quality 6 Section 3.2 Payment 7 Section 3.1 Representations and Warranties of the Company T Shareholder 3.3 Sales Taxes 7 Section 3.2 Representations and Warranties 3.4 Uses of Company Y Services 7 Section 3.5 No Violation of Laws 8 ARTICLE Section 3.6 Provision of Services 8 Article IV OTHER COVENANTS Term of Services 8 Section 4.1 Term 8 Section 4.2 Term Extensions 9 Article V Force Majeure 9 Section 4.1 Prohibition on Transfers of Company T Shares 5.1 Force Majeure Event 9 Section 4.2 Prohibition on Transfers 5.2 Consequences of Company Y Shares 9 Section 4.3 Additional Shares Force Majeure Event 10 Article VI Limitation of Liability; Indemnification 10 Section 4.4 Share Dividends, etc. 6.1 Consequential and Other Damages 10 Section 4.5 No Solicitation 6.2 Limitation of Liability 10 Section 4.6 No Inconsistent Agreements 6.3 Indemnity 10 Section 4.7 Waiver 6.4 Notice of Appraisal and Dissenters’ Rights Claims 11 Section 4.8 Documentation and Information 6.5 Indemnification Procedures 11 Section 4.9 Registration of ADS 6.6 Obligation to Correct or Reperform 11 Page Article VII Termination 11 Section 4.10 Further Assurances 7.1 Termination 11 ARTICLE V MISCELLANEOUS Section 7.2 Breach of Agreement 12 Section 5.1 Interpretation 7.3 Sums Due; Effect of Termination 12 Section 5.2 Termination 7.4 Survival 13 Article VIII Miscellaneous 13 Section 5.3 Governing Law 8.1 Ownership of Intellectual Property and Venue Work Product 13 Section 5.4 Notices 8.2 Incorporation of Transaction Agreement Provisions 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER TRANSITION SERVICES AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING This TRANSITION SERVICES AGREEMENT, dated as of March 11[●], 2012 (this “Agreement”)2020, is entered into by and among Youku Inc.between IAC/InterActiveCorp , an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (“Company YNew Match”), and the Person listed on Schedule 1 hereto IAC Holdings, Inc., a Delaware corporation (“New IAC”). New Match and New IAC are sometimes hereinafter collectively referred to as the “Company T ShareholderParties” and individually as a “Party.”).
Appears in 2 contracts
Samples: Transaction Agreement (Match Group, Inc.), Transaction Agreement (Match Group, Inc.)
TABLE OF CONTENTS. Page Section 6.10 ERISA Matters 93 Section 6.11 Environmental Matters 93 Section 6.12 Other Information 94 ARTICLE I GENERAL 3 VII AFFIRMATIVE COVENANTS 94 Section 1.1 Defined Terms 3 7.1 Preservation of Corporate Existence, Etc 95 Section 7.2 Compliance with Laws, Etc 95 Section 7.3 [Intentionally Omitted] 95 Section 7.4 Payment of Taxes, Etc 95 Section 7.5 Maintenance of Insurance 95 Section 7.6 Access 95 Section 7.7 Keeping of Books 96 Section 7.8 Maintenance of Properties, Etc 96 Section 7.9 Application of Proceeds 96 Section 7.10 Environmental 96 Section 7.11 Additional Collateral and Guaranties 96 Section 7.12 Regulatory Consents 98 Section 7.13 Control Accounts, Approved Deposit Accounts 98 Section 7.14 Real Property 99 Section 7.15 Interest Rate Contracts 100 Section 7.16 Ratings 100 Section 7.17 Post-Effectiveness Matters 100 ARTICLE II VOTING 5 VIII NEGATIVE COVENANTS 100 Section 2.1 Agreement 8.1 Indebtedness 100 Section 8.2 Liens, Etc 102 Section 8.3 Investments 103 Section 8.4 Sale of Assets 104 Section 8.5 Restricted Payments 105 Section 8.6 Prepayment and Cancellation of Indebtedness 105 Section 8.7 Restriction on Fundamental Changes; Permitted Acquisitions; Restricted Subsidiaries 106 Section 8.8 Change in Nature of Business 106 Section 8.9 Transactions with Affiliates 107 Section 8.10 Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge; Restricted Subsidiaries 107 TABLE OF CONTENTS Page Section 8.11 Modification of Constituent Documents 108 Section 8.12 Modification of Related Documents 108 Section 8.13 Accounting Changes; Fiscal Year 108 Section 8.14 Margin Regulations 108 Section 8.15 Sale/Leasebacks 108 Section 8.16 No Speculative Transactions 108 Section 8.17 Compliance with ERISA 109 Section 8.18 Environmental 109 Section 8.19 Patriot Act 109 ARTICLE IX EVENTS OF DEFAULT 109 Section 9.1 Events of Default 109 Section 9.2 Remedies 111 Section 9.3 Actions in Respect of Letters of Credit 111 Section 9.4 Regulatory Approvals 112 Section 9.5 Rescission 112 ARTICLE X THE ADMINISTRATIVE AGENT 112 Section 10.1 Authorization and Action 112 Section 10.2 Reliance by Agents, Etc 114 Section 10.3 Posting of Approved Electronic Communications 114 Section 10.4 The Agents Individually 115 Section 10.5 Lender Credit Decision 115 Section 10.6 Indemnification 116 Section 10.7 Successor Agents 116 Section 10.8 Concerning the Collateral and the Collateral Documents 117 Section 10.9 Actions by the Collateral Agent 118 Section 10.10 Collateral Matters Relating to Vote 5 Related Obligations 119 ARTICLE XI MISCELLANEOUS 119 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 11.1 Amendments, Waivers, Etc 119 Section 3.1 Representations 11.2 Assignments and Warranties of the Company T Shareholder 7 Participations 122 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 11.3 Costs and Expenses 16 126 Section 5.16 Counterparts11.4 Indemnities 127 Section 11.5 Limitation of Liability 129 Section 11.6 Right of Set-off 129 Section 11.7 Sharing of Payments, Etc 130 TABLE OF CONTENTS Page Section 11.8 Notices, Etc 130 Section 11.9 No Waiver; Remedies 132 Section 11.10 Binding Effect 132 Section 11.11 Governing Law 133 Section 11.12 Submission to Jurisdiction; Service of Process 133 Section 11.13 Waiver of Jury Trial 133 Section 11.14 Marshaling; Payments Set Aside 133 Section 11.15 Section Titles 134 Section 11.16 Execution in Counterparts 134 Section 11.17 Entire Agreement 134 Section 11.18 Confidentiality 134 Section 11.19 PATRIOT Act Notification 135 Schedules Schedule I – Commitments Schedule II – Applicable Lending Offices and Addresses for Notices Schedule 2.4 Existing Letters of Credit Schedule 4.2(a) – Consents Schedule 4.2(b) – Regulatory Consents Schedule 4.3 – Ownership of Subsidiaries Schedule 4.15 – Labor Matters Schedule 4.16 – List of Plans Schedule 4.17 – Environmental Matters Schedule 4.19 – Real Property Schedule 4.20 – Regulatory Schedules Schedule 7.17 – Post-Effectiveness 17 EXHIBIT Matters Schedule 8.1 – Existing Indebtedness Schedule 8.1(d) – Capital Leases Schedule 8.2 – Existing Liens Schedule 8.3 – Existing Investments Schedule 8.10(b) – Restricted Subsidiaries Exhibits Exhibit A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS – Form of Assignment and Acceptance Exhibit B-1 – Form of Revolving Credit Note Exhibit B-2 – Form of Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 A Loan Note Exhibit B-3 – Form of Term B Loan Note Exhibit C – Form of Notice of Borrowing Exhibit D – Form of Swing Loan Request Exhibit E – Form of Letter of Credit Request Exhibit F – Form of Notice of Conversion or Continuation Exhibit G – Form of Guaranty Exhibit H – Form of Pledge and Security Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING Exhibit I Auction Procedures CREDIT AGREEMENT, dated as of March 11October 15, 2012 2010 among KNOLOGY, INC., a Delaware corporation (this the “AgreementBorrower”), by the Lenders (as defined below), the Issuers (as defined below), CREDIT SUISSE AG, acting through one or more of its branches, as administrative agent for the Lenders and among Youku Inc.the Issuers (in such capacity, an exempted company together with limited liability incorporated its successors and assigns, the “Administrative Agent”) and as agent for the Secured Parties (as defined below) under the laws of Collateral Documents (as defined below) (in such capacity, the Cayman Islands (“Company YCollateral Agent”), SunTrust Xxxxxxxx Xxxxxxxx, Inc., as syndication agent for the Term A Loan Facility (as defined below) (in such capacity, together with its successors and the Person listed on Schedule 1 hereto (assigns, the “Company T ShareholderTerm A Syndication Agent”), CoBank, ACB, as syndication agent for the Term B Loan Facility (as defined below) (in such capacity, together with its successors and assigns, the “Term B Syndication Agent”) and as syndication agent for the Revolving Credit Facility (as defined below) (in such capacity, together with its successors and assigns, the “Revolver Syndication Agent”, and together with the Term A Syndication and Term B Syndication Agent, each a “Syndication Agent”, and collectively, the “Syndication Agents”) and Bank of America, N.A., RBC Capital Markets, and Xxxxxxx Xxxxx Bank, FSB, as co-documentation agents (in such capacities, together with their respective successors and assigns, each a “Co-Documentation Agent”, and collectively, the “Co-Documentation Agents”).
Appears in 2 contracts
Samples: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS; INTERPRETATION 2 Section 1.1 Defined Terms 3 1.01 Definitions 2 Section 1.02 Interpretation 11 ARTICLE II VOTING 5 THE MERGER 12 Section 2.1 Agreement to Vote 5 2.01 The Merger 12 Section 2.2 Grant 2.02 Bank Merger 12 Section 2.03 Effects of Proxy 6 the Merger 12 Section 2.04 Constituent Documents 12 Section 2.05 Directors and Executive Officers 13 Section 2.06 Merger Consideration 13 Section 2.07 Anti-Dilutive Adjustment 15 Section 2.08 Dissenting Shares 15 Section 2.09 Rights as Shareholders; Stock Transfers 16 Section 2.10 Exchange Procedures 16 Section 2.11 Rights of Certificate Holders after the Effective Time 17 Section 2.12 Modification of Structure 18 ARTICLE III THE CLOSING AND THE CLOSING DATE 18 Section 3.01 Effective Time; Time and Place of the Closing and Closing Date 18 Section 3.02 Actions to be Taken at the Closing by BFST 19 Section 3.03 Actions to be Taken at the Closing by TCBI 19 Section 3.04 Additional Actions 20 ARTICLE IV REPRESENTATIONS AND WARRANTIES 7 OF BFST 20 Section 3.1 Representations 4.01 Organization and Warranties Qualification 21 Section 4.02 Capitalization 21 Section 4.03 Execution and Delivery; No Violation 21 Section 4.04 BFST Financial Statements 22 Section 4.05 Compliance with Laws and Regulatory Filings 23 Section 4.06 SEC Reports 25 Section 4.07 Consents and Approvals 25 Section 4.08 Absence of the Company T Shareholder 7 Certain Changes or Events 25 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 4.09 Proceedings 25 Section 4.10 Further Assurances 11 Undisclosed Liabilities 26 Section 4.11 BFST Contracts 26 Section 4.12 Taxes and Tax Returns 26 Section 4.13 Loans and Related Matters 27 Section 4.14 Employee Relationships 28 Section 4.15 Regulatory Matters 29 Section 4.16 Employee Benefit Plans 29 Section 4.17 Brokers 30 Section 4.18 Proprietary Rights 30 Section 4.19 Representations Not Misleading 30 ARTICLE V MISCELLANEOUS 12 REPRESENTATIONS AND WARRANTIES OF TCBI 31 Section 5.1 Interpretation 12 5.01 Organization and Qualification 31 Section 5.2 Termination 13 5.02 Capitalization 32 Section 5.3 Governing Law 5.03 Execution and Venue 13 Delivery; No Violation 33 Section 5.4 Notices 14 5.04 Compliance with Laws and Regulatory Filings 34 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).5.05 TCBI Financial Statements 35
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Business First Bancshares, Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined I. DEFINITIONS 1 SECTION 1.1. Capitalized Terms 1 SECTION 1.2. Other Definitional Provisions 3 ARTICLE II VOTING II. ORGANIZATION 4 SECTION 2.1. Name 4 SECTION 2.2. Office 4 SECTION 2.3. Purposes and Powers 4 SECTION 2.4. Appointment of Owner Trustee 5 Section 2.1 Agreement SECTION 2.5. Initial Capital Contribution of Trust Estate 5 SECTION 2.6. Declaration of Trust 5 SECTION 2.7. Title to Vote 5 Section 2.2 Grant Trust Property 6 SECTION 2.8. Situs of Proxy Trust 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 SECTION 2.9. Representations and Warranties of the Company T Shareholder Depositor 6 SECTION 2.10. Covenants of the Certificateholder 7 Section 3.2 SECTION 2.11. Federal Income Tax Treatment of the Trust 8 ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST 9 SECTION 3.1. Initial Ownership 9 SECTION 3.2. The Certificate 9 SECTION 3.3. Authentication of Certificate 9 SECTION 3.4. Registration of Transfer and Exchange of Certificate 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates 11 SECTION 3.6. Persons Deemed Certificateholders 11 SECTION 3.7. Maintenance of Office or Agency 11 SECTION 3.8. Disposition in Whole But Not in Part 12 SECTION 3.9. ERISA Restrictions 12 SECTION 3.10. Appointment of Certificate Paying Agent 12 ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS 13 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters 13 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters 13 SECTION 4.3. Restrictions on Certificateholder’s Power 14 SECTION 4.4. [Reserved] 14 SECTION 4.5. Action with Respect to Bankruptcy Action 14 SECTION 4.6. Covenants and Restrictions on Conduct of Business 15 ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE 16 SECTION 5.1. General Authority 16 SECTION 5.2. General Duties 17 SECTION 5.3. Action upon Instruction 17 SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions 18 SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties 19 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of Company Y 8 Trusts and Duties 20 SECTION 6.2. Furnishing of Documents 21 SECTION 6.3. Representations and Warranties 21 SECTION 6.4. Reliance; Advice of Counsel 22 SECTION 6.5. Not Acting in Individual Capacity 23 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 23 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 24 SECTION 6.10. FATCA Information 24 SECTION 6.11. Financial Crimes Enforcement Network’s Customer Due Diligence 24 SECTION 6.12. Beneficial Ownership and Control of Trust 25 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etcVII. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs COMPENSATION OF OWNER TRUSTEE 25 SECTION 7.1. Owner Trustee’s Fees and Expenses 16 Section 5.16 Counterparts25 SECTION 7.2. Indemnification 26 SECTION 7.3. Payments to the Owner Trustee 26 SECTION 7.4. Non-recourse Obligations 26 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT 26 SECTION 8.1. Termination of Trust Agreement 26 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 SECTION 9.1. Eligibility Requirements for Owner Trustee 28 SECTION 9.2. Resignation or Removal of Owner Trustee 28 SECTION 9.3. Successor Owner Trustee 29 SECTION 9.4. Merger or Consolidation of Owner Trustee 29 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee 29 ARTICLE X. MISCELLANEOUS 31 SECTION 10.1. Supplements and Amendments 31 SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder 32 SECTION 10.3. Limitations on Rights of Others 32 SECTION 10.4. Notices 32 SECTION 10.5. Severability 32 SECTION 10.6. Separate Counterparts 33 SECTION 10.7. Assignments 33 SECTION 10.8. No Recourse 33 SECTION 10.9. Headings 33 SECTION 10.10. GOVERNING LAW 33 SECTION 10.11. Servicer 33 SECTION 10.12. Nonpetition Covenants 34 SECTION 10.13. Regulation AB 34 ARTICLE XI. APPLICATION OF TRUST FUNDS; Effectiveness 17 EXHIBIT CERTAIN DUTIES 35 SECTION 11.1. Establishment of Trust Accounts 35 SECTION 11.2. Application of Trust Funds 35 SECTION 11.3. Method of Payment 36 EXHIBITS Exhibit A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Notice of Repurchase Request This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 11April 17, 2012 2019, between AFS SENSUB CORP., a Nevada corporation, as depositor (this the “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company YSeller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of February 22, 2019, between the Person listed on Schedule 1 hereto (Seller and the “Company T Shareholder”)Owner Trustee.
Appears in 2 contracts
Samples: Trust Agreement (GM Financial Consumer Automobile Receivables Trust 2019-2), Trust Agreement (GM Financial Consumer Automobile Receivables Trust 2019-2)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1 - DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 12 Section 2 - THE INVESTMENTS 13 2.1 Purchaser’s Investment Limits 13 2.2 Procedure for Making Purchases 13 2.3 Sale and Assignment 15 2.4 Fees 15 2.5 Computation and Payments; Commitment Fees 15 2.6 Pro Rata Treatment and Payments 16 2.7 Requirements of Law 16 2.8 Taxes 17 2.9 Indemnity 18 2.10 Records 19 2.11 Purchase Price Adjustments/Deferred Purchase Price 19 2.12 Repurchases of Purchased Assets: Deemed Collections 20 2.13 Application of Collections 21 Section 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III - REPRESENTATIONS AND WARRANTIES 7 Section 22 3.1 Representations and Warranties Financial Condition 22 3.2 No Change 22 3.3 Existence; Compliance with Law 22 3.4 Power; Authorization; Enforceable Obligations 23 3.5 No Legal Bar 23 3.6 Litigation 23 3.7 No Default 23 3.8 Ownership of the Property; Liens 24 3.9 Taxes 24 3.10 Federal Regulations 24 3.11 Investment Company T Shareholder 7 Section 3.2 Representations and Warranties Act; Other Regulations 24 3.12 Accuracy of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share DividendsInformation, etc. 10 25 3.13 Solvency 25 3.14 Security Documents 25 3.15 Principal Place of Business 25 3.16 Accounting for Scheduled Receivables 25 3.17 Compliance with Money Laundering and Anti-Terrorist Laws 25 Section 4.5 No Solicitation 10 4 - CONDITIONS PRECEDENT 26 4.1 Conditions Precedent to Initial Purchase 26 4.2 Conditions Precedent to All Purchases 27 4.3 Conditions to Effectiveness 28 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver 5 - COVENANTS 29 5.1 Financial Statements 29 5.2 Certificates; Other Information 29 5.3 Payment of Appraisal Obligations 30 5.4 Maintenance of Existence; Compliance 30 5.5 Maintenance of Property; Insurance 30 5.6 Inspection of Property; Books and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration Records; Discussions 30 5.7 Notices 30 5.8 Use of ADS 11 Section 4.10 Proceeds 31 5.9 Irrevocable Payment Instructions 31 5.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 31 5.11 Offices, Records, Books of Account 31 5.12 Sales, Liens, Etc. 32 5.13 Extension or Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section Receivables 32 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as Status of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Scheduled Receivables 32
Appears in 2 contracts
Samples: Collection Agency and Account Agreement (Celestica Inc), Collection Agency and Account Agreement (Celestica Inc)
TABLE OF CONTENTS. Page ARTICLE I GENERAL Part A: Central Terms 1 C1.00 Structure And Content of Collective Agreement 2 C1.1 Separate Central and Local terms 2 C1.2 Implementation 2 C1.3 Parties 2 C1.4 Single Collective Agreement 2 C2.00 Length of Term/Notice to Bargain/Renewal 2 C2.1 Single Collective Agreement 2 C2.2 Term of Agreement 2 C2.3 Amendment of Terms 2 C2.4 Notice to Bargain 3 Section 1.1 Defined C3.00 Definitions 3 C4.00 Central Labour Relations Committee 3 C5.00 Central Grievance Process 4 C6.00 Vested Retirement Gratuity Voluntary Early Payout Option 6 C7.00 Benefits 7 C8.00 Statutory Leaves of Absence/SEB 8 C9.00 Sick Leave 9 C10.00 Provincial Schools Authority/PSAT 12 C11.00 Ministry/School Board Initiatives 12 C12.00 Occasional Teachers and PA Days 13 Appendix A – Retirement Gratuities 00 Xxxxxxxx X – Abilities Form 15 Letter of Agreement #1 17 RE: Sick Leave 17 Letter of Agreement #2 18 RE: Regulation 274 - Hiring Practices 18 Letter of Agreement #3 19 Re: Class Size 19 Letter of Agreement #4 20 RE: Benefits 20 Letter of Agreement #5 28 RE: Status Quo Central Items 28 Letter of Agreement #6 29 RE: Status Quo Central Items as Modified by this Agreement 29 Part B: Local Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations 32 Article L1 Purpose 33 Article L2 Recognition 33 Article L3 Duration and Warranties Renewal 33 L 3.05 No Strike or Lock-out 33 Article L4 Definitions 34 Article L5 Federation Fees 35 Article L6 Rights and Responsibilities 35 L 6.01 Management Rights 35 L 6.02 Copies of the Company T Shareholder 7 Section 3.2 Representations Collective Agreement 35 L 6.03 Board Policies and Warranties Procedures 36 L 6.04 Use of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Employer‟s Premises 36 L 6.05 No Discrimination 36 Article L7 Just Cause 36 Article L8 Representation 36 Article L9 Teacher Evaluation 36 Article L10 Personnel File 37 Article L11 Statistics 37 Article L12 Probationary Period 37 Article L13 Occasional Teacher List 38 L 13.03 Occasional Teacher Availability 38 L 13.04 Removal From The List 39 L 13.05 Dispatch Procedure 40 Article L14 Working Conditions 40 L 14.01 Short Term Occasional Teachers 40 L 14.06 Long-Term Occasional Teachers 41 L 14.07 Termination of Company T Shares 9 Section 4.2 Prohibition on Transfers Long-Term Occasional Teaching Assignments 42 L 14.10 Fifth Disease 42 Article L15 Vacancies 42 L 15.05 Secondary Teaching Positions 43 Article L16 Leaves 43 L 16.02 Other Leaves of Company Y Shares 9 Section 4.3 Absence for Long-Term Occasional Teachers 44 L 16.03 Federation Leave 46 Article L17 Benefits 47 Article 18 Rates of Pay 48 L 18.03 Category Definitions and Teacher Qualifications 48 L 18.04 Additional Shares 10 Section 4.4 Share Dividends, etcExperience 49 L 18.05 Additional Teaching Experience 49 L 18.06 Related Experience 50 Article L19 Reporting 51 Article L20 Professional Activity Day 51 Article L21 Labour Management Committee 51 Article L22 Grievance Procedure 52 L 22.01 Definitions 52 L 22.02 Arbitration 52 L 22.03 Procedure 52 L 22.05 Policy and Group Grievance 53 L 22.06 Grievance Mediation 54 L 22.10 Cost of Arbitration 55 Letter of Understanding 56 RE: Issues to be reviewed by the Labour Management Committee 56 Letter of Understanding 57 RE: WSIB Coverage for Teachers Release for Federation Activity 57 Letter of Understanding 58 RE: Protocol for Placement of Teachers Declared Redundant into Long Term Occasional Positions. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT 58 Appendix A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective 61 L9.14 Part Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Teachers 00 Xxxxxxxx X 62
Appears in 2 contracts
Samples: Collective Agreement, Collective Agreement
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 SECTION PAGE 1. Certain Definitions 2 2. Appointment of Rights Agent 8 3. Issue of Right Certificates 8 4. Form of Right Certificates 10 5. Countersignature and Registration 12 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 12 7. Exercise of Rights; Exercise Price; Expiration Date of Rights 13 8. Cancellation and Destruction of Right Certificates 16 9. Reservation and Availability of Preferred Stock 16 10. Preferred Stock Record Date 18 11. Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights 18 12. Certificate of Adjusted Exercise Price or Number of Shares 29 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power 29 14. Fractional Rights and Fractional Shares 32 15. Rights of Action 33 16. Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Right Holders 33 17. Right Certificate Holder Not Deemed a Shaxxxxxxxx 00 00. Concerning the Rights Agent 35 19. Merger or Consolidation or Change of Name of Rights Agent 35 20. Duties of Rights Agent 36 21. Change of Rights Agent 38 22. Issuance of New Right Certificates 39 23. Redemption 40 24. Exchange 41 25. Notice of Certain Events 43 26. Notices 44 27. Supplements and Warranties Amendments 45 28. Successors 45 29. Determinations and Actions by the Board of the Company T Shareholder 7 Section 3.2 Representations and Warranties Directors 46 30. Benefits of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etcthis Agreement 46 31. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Severability 46 32. Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules 47 33. Counterparts 47 34. Descriptive Headings 47 Exhibit A - Certificate of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as Designation of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws A1 Series B Junior Participating Cumulative Preferred Stock Exhibit B - Form of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Right Certificate B1
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Wyman Gordon Co), Shareholder Rights Agreement (Wyman Gordon Co)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 THE OFFER 2 Section 1.1 Defined Terms 3 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Top-Up Option 6 Section 1.4 Stockholder Meeting 7 Section 1.5 Offer Documents; Schedule 13E-3; Schedule 14D9; Proxy Statement 8 Section 1.6 Transfer of Five Star Note to Parent or Purchaser; Conversion of Five Star Note. 8 ARTICLE II VOTING 5 THE MERGER 9 Section 2.1 Agreement to Vote 5 The Merger 9 Section 2.2 Grant Closing 9 Section 2.3 Effective Time 9 Section 2.4 Effects of Proxy 6 the Merger 9 Section 2.5 Certificate of Incorporation and By-laws of the Surviving Corporation 9 Section 2.6 Directors and Officers of the Surviving Corporation 9 Section 2.7 Conversion of Securities 10 Section 2.8 Exchange of Certificates 10 Section 2.9 Appraisal Rights 13 Section 2.10 Company Equity Awards 13 Section 2.11 Rule 16b-3 14 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 OF THE COMPANY 14 Section 3.1 Representations Organization, Standing and Warranties of the Company T Shareholder 7 Corporate Power 14 Section 3.2 Representations Capitalization 15 Section 3.3 Authority; Noncontravention; Voting Requirements 16 Section 3.4 Governmental Approvals 18 Section 3.5 Company SEC Documents; Undisclosed Liabilities 18 Section 3.6 Absence of Certain Changes or Events 20 Section 3.7 Legal Proceedings 20 Section 3.8 Compliance With Laws; Permits 20 Section 3.9 Information Supplied 21 Section 3.10 Tax Matters 22 Section 3.11 Opinion of Financial Advisor 22 Section 3.12 Brokers and Warranties of Company Y 8 Other Advisors 22 Section 3.13 State Takeover Statutes 23 ARTICLE IV OTHER COVENANTS 9 REPRESENTATIONS AND WARRANTIES OF PURCHASER 23 Section 4.1 Prohibition on Transfers of Company T Shares 9 Organization 23 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Authority; Noncontravention 23 Section 4.3 Additional Shares 10 Government Approvals 24 Section 4.4 Share Dividends, etc. 10 Information Supplied 25 Section 4.5 No Solicitation 10 Ownership and Operations of Purchaser 25 Section 4.6 No Inconsistent Agreements 10 Financing 25 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Legal Proceedings 25 Section 4.8 Documentation and Material Non-Public Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).26
Appears in 2 contracts
Samples: Tender Offer and Merger Agreement (National Patent Development Corp), Tender Offer and Merger Agreement (Five Star Products Inc)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS 1 Section 1.1 Defined Terms 3 1.01 General 1 Section 1.02 Trust Indenture Act 1 Section 1.03 Definitions 2 ARTICLE II VOTING 5 FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 6 Section 2.1 Agreement to Vote 5 2.01 Forms Generally 6 Section 2.2 Grant 2.02 Form Of Trustee’s Certificate Of Authentication 6 Section 2.03 Amount Unlimited 7 Section 2.04 Denominations, Dates, Interest Payment And Record Dates 7 Section 2.05 Execution, Authentication, Delivery And Dating 8 Section 2.06 Exchange And Registration Of Transfer Of Notes 11 Section 2.07 Mutilated, Destroyed, Lost Or Stolen Notes 12 Section 2.08 Temporary Notes 13 Section 2.09 Cancellation Of Notes Paid, Etc. 13 Section 2.10 Interest Rights Preserved 13 Section 2.11 Special Record Date 13 Section 2.12 Payment Of Notes 14 Section 2.13 Notes Issuable In The Form Of A Global Note 14 Section 2.14 CUSIP And ISIN Numbers 16 Section 2.15 Extension of Proxy 6 Interest Payment Periods 17 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 REDEMPTION OF NOTES 17 Section 3.1 Representations and Warranties 3.01 Applicability of the Company T Shareholder 7 Article 17 Section 3.2 Representations and Warranties 3.02 Notice of Company Y 8 Redemption; Selection of Notes 17 Section 3.03 Payment of Notes On Redemption; Deposit of Redemption Price 18 ARTICLE IV OTHER COVENANTS 9 SINKING FUNDS 19 Section 4.1 Prohibition on Transfers 4.01 Applicability of Company T Shares 9 Article 19 Section 4.2 Prohibition on Transfers 4.02 Satisfaction of Company Y Shares 9 Sinking Fund Payments With Notes 19 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver 4.03 Redemption of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Notes For Sinking Fund 20
Appears in 2 contracts
Samples: Indenture (Great Plains Energy Inc), Great Plains Energy Inc
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant RECITALS 1 Contract Documents 1 Subcontract Price 1 Scope of Proxy 6 ARTICLE III REPRESENTATIONS Work 1 TERMS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 CONDITIONS 4 Article 1 - Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules 4 Article 2 - Owners Representative 4 Article 3 – Investigation and Representations by Subcontractor 4 Article 4 – Submittals, O & M’S’s and Warranty Information 4 Article 5 - Payment Procedures and Conditions 5 Article 6 - Time and Schedule of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs Work 6 Article 7 - Delays & Impacts 7 Article 8 - Contractors Right to Do Subcontractors Work 8 Article 9 - Inspection, Testing and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4Correction of Work 8 Article 10 - Changes 8 Article 11 - Safety 9 Article 12 - Termination 9 Article 13 - Liens, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”)Stop Notices, and Third Party Payment Claims 11 Article 14 - Dispute Resolution 11 Article 15 - Indemnity 11 Article 16 - Insurance 12 Article 17 - Protection of Work and Risk of Loss 13 Article 18 - Clean-Up and Use of Site 13 Article 19 - Superintendent/Foreperson 14 Article 20 - Warranty and Correction Period 14 Article 21 - Assignment 14 Article 22 - Prevailing Wage Requirements 14 Article 23 - Surety Bonds 15 Article 24 - Claim Certification & False Claims Liability 15 Article 25 - Taxes 16 Article 26 - Insolvency of Subcontractor 16 Article 27 - Record Drawings 16 Article 28 - Severability 16 Article 29 - Waivers 16 Article 30 - Notices 16 Article 31 - Limitations Period 16 Article 32 - Personal Guaranty by the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Undersigned Officers, Directors, Shareholders and/or Members of Subcontractor 17
Appears in 2 contracts
Samples: General Contractors, General Contractors
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Defined Terms 3 Definitions 2 Section 1.2 Incorporation by Reference of Trust Indenture Act 2 Section 1.3 Rules of Construction 2 ARTICLE II VOTING THE NOTES 4 Section 2.1 Form 4 Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.1 Agreement to Vote 2.4 Tax Treatment 5 Section 2.2 Grant 2.5 Registration; Registration of Proxy Transfer and Exchange 6 Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 13 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 15 Section 2.15 Retained Notes 16 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 COVENANTS 20 Section 3.1 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement 20 Section 3.2 Maintenance of Office or Agency 22 Section 3.3 Money for Payments To Be Held in Trust 22 Section 3.4 Existence 23 Section 3.5 Protection of Trust Estate 24 Section 3.6 Opinions as to Trust Estate 24 Section 3.7 Performance of Obligations; Servicing of Receivables 25 Section 3.8 Negative Covenants 27 Section 3.9 Annual Statement as to Compliance 28 Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms 28 Section 3.11 Successor or Transferee 30 Section 3.12 No Other Business 30 Section 3.13 No Borrowing 30 Section 3.14 Servicer’s Obligations 30 Section 3.15 Guarantees, Loans, Advances and Other Liabilities 30 Section 3.16 Capital Expenditures 31 Section 3.17 Restricted Payments 31 Section 3.18 Notice of Events of Default 31 Section 3.19 Removal of Administrator 31 Section 3.20 Further Instruments and Acts 31 Section 3.21 Sales Finance Company Licenses 31 Section 3.22 Representations and Warranties by the Issuer to the Indenture Trustee 31 ARTICLE IV SATISFACTION AND DISCHARGE 32 Section 4.1 Satisfaction and Discharge of Indenture 32 Section 4.2 Satisfaction, Discharge and Defeasance of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Notes 32 Section 4.3 Additional Shares 10 Application of Trust Money 34 Section 4.4 Share DividendsRepayment of Monies Held by Paying Agent 34 ARTICLE V REMEDIES 34 Section 5.1 Events of Default 34 Section 5.2 Acceleration of Maturity; Rescission and Annulment 35 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 36 Section 5.4 Remedies; Priorities 38 Section 5.5 Optional Preservation of the Receivables 41 Section 5.6 Limitation of Suits 42 Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest 42 Section 5.8 Restoration of Rights and Remedies 43 Section 5.9 Rights and Remedies Cumulative 43 Section 5.10 Delay or Omission Not a Waiver 43 Section 5.11 Control by Noteholders of the Controlling Class 43 Section 5.12 Waiver of Past Defaults 44 Section 5.13 Undertaking for Costs 44 Section 5.14 Waiver of Stay or Extension Laws 44 Section 5.15 Action on Notes 45 Section 5.16 Performance and Enforcement of Certain Obligations 45 ARTICLE VI THE INDENTURE TRUSTEE 46 Section 6.1 Duties of Indenture Trustee 46 Section 6.2 Rights of Indenture Trustee 48 Section 6.3 Individual Rights of Indenture Trustee 49 Section 6.4 Indenture Trustee’s Disclaimer 49 Section 6.5 Notice of Defaults 49 Section 6.6 Reports by Indenture Trustee to Holders 49 Section 6.7 Compensation and Indemnity 50 Section 6.8 Replacement of Indenture Trustee 50 Section 6.9 Successor Indenture Trustee by Xxxxxx 51 Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 52 Section 6.11 Eligibility; Disqualification 53 Section 6.12 Preferential Collection of Claims Against Issuer 54 Section 6.13 Communications Regarding Demands to Purchase Receivables 54 ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS; ASSET REPRESENTATIONS REVIEW 54 Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders 54 Section 7.2 Preservation of Information; Communications to Noteholders 54 Section 7.3 Reports by Issuer 55 Section 7.4 Reports by Indenture Trustee 55 Section 7.5 Noteholder Communications 55 Section 7.6 Asset Representations Review 56 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 57 Section 8.1 Collection of Money 57 Section 8.2 Trust Accounts 58 Section 8.3 General Provisions Regarding Accounts 58 Section 8.4 Release of Trust Estate 59 Section 8.5 Opinion of Counsel 60 ARTICLE IX SUPPLEMENTAL INDENTURES 60 Section 9.1 Supplemental Indentures Without Consent of Noteholders 60 Section 9.2 Supplemental Indentures with Consent of Noteholders 61 Section 9.3 Execution of Supplemental Indentures 63 Section 9.4 Effect of Supplemental Indenture 63 Section 9.5 Conformity with Trust Indenture Act 63 Section 9.6 Reference in Notes to Supplemental Indentures 63 ARTICLE X REDEMPTION OF NOTES 63 Section 10.1 Redemption 63 Section 10.2 Form of Redemption Notice 64 Section 10.3 Notes Payable on Redemption Date 64 ARTICLE XI MISCELLANEOUS 65 Section 11.1 Compliance Certificates and Opinions, etc. 10 65 Section 4.5 No Solicitation 10 11.2 Form of Documents Delivered to Indenture Trustee 66 Section 4.6 No Inconsistent Agreements 10 11.3 Acts of Noteholders 67 Section 4.7 Waiver of Appraisal 11.4 Notices, etc., to Indenture Trustee, Issuer and Dissenters’ Rights 11 Rating Agencies 68 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 11.5 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extensionto Noteholders; Waiver 15 69 Section 5.7 Entire Agreement 15 11.6 Alternate Payment and Notice Provisions 69 Section 5.8 11.7 Conflict with Trust Indenture Act 69 Section 11.8 Effect of Headings and Table of Contents 70 Section 11.9 Successors and Assigns 70 Section 11.10 Severability 70 Section 11.11 Benefits of Indenture 70 Section 11.12 Legal Holiday 70 Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF RIGHT TO JURY TRIAL 70 Section 11.14 Counterparts and Electronic Signature 71 Section 11.15 Recording of Indenture 71 Section 11.16 Trust Obligation 71 Section 11.17 No Petition 72 Section 11.18 Inspection 72 Section 11.19 Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).72
Appears in 2 contracts
Samples: Indenture (CarMax Auto Owner Trust 2024-2), Indenture (Carmax Auto Funding LLC)
TABLE OF CONTENTS. Page ARTICLE Article I GENERAL 3 DEFINITIONS 1 Section 1.1 1.01 Certain Defined Terms 3 ARTICLE 1 Article II VOTING 5 TRANSACTIONS TO BE EFFECTUATED AT CLOSING 13 Section 2.1 Agreement to Vote 5 2.01 Closing 13 Section 2.2 Grant of Proxy 6 ARTICLE 2.02 Ceding Commission 13 Section 2.03 Estimated Closing Statement; Investment Asset Selection 14 Section 2.04 Final Closing Statement 14 Section 2.05 The Reinsurer’s Additional Closing Date Deliveries 18 Section 2.06 The Ceding Company’s Additional Closing Date Deliveries 18 Article III REPRESENTATIONS AND WARRANTIES 7 REGARDING THE CEDING COMPANY 19 Section 3.1 3.01 Incorporation and Authority of the Ceding Company 19 Section 3.02 No Conflict 20 Section 3.03 Consents and Approvals 20 Section 3.04 Financial Statements 20 Section 3.05 Absence of Certain Changes 21 Section 3.06 Absence of Litigation 22 Section 3.07 Compliance with Laws 22 Section 3.08 Governmental Licenses and Permits 22 Section 3.09 Insurance Regulatory Matters 23 Section 3.10 Actuarial Appraisal 25 Section 3.11 Brokers 25 Section 3.12 Separate Accounts 25 Section 3.13 Reserves 27 Section 3.14 Product Tax Matters 27 Section 3.15 Specified Data 28 Section 3.16 Producers 29 Section 3.17 Investment Assets 29 Section 3.18 Data Protection and Privacy 29 Section 3.19 ERISA 30 Section 3.20 Assumed and Ceded Reinsurance Agreements 30 Section 3.21 Participating Policies 30 Section 3.22 NO OTHER REPRESENTATIONS OR WARRANTIES 30 Article IV REPRESENTATIONS AND WARRANTIES REGARDING THE REINSURER 31 Section 4.01 Incorporation and Authority of the Reinsurer 31 Section 4.02 No Conflict 32 Section 4.03 Consents and Approvals 32 Section 4.04 Absence of Litigation 32 Section 4.05 Solvency 32 Section 4.06 Regulatory Matters 33 Section 4.07 Financial Statements 33 Section 4.08 Financial Ability 34 Section 4.09 Brokers 34 Article V ACTIONS PRIOR TO THE CLOSING DATE 34 Section 5.01 Conduct of Business Prior to the Closing 34 Section 5.02 Access to Information 35 Section 5.03 Reasonable Best Efforts 35 Article VI ADDITIONAL AGREEMENTS 36 Section 6.01 Confidentiality 36 Section 6.02 Non-Solicitation 37 Section 6.03 Names and Marks 37 Section 6.04 Further Action 37 Section 6.05 Privilege Preservation 38 Article VII CONDITIONS TO CLOSING AND RELATED MATTERS 38 Section 7.01 Conditions to Obligations of the Ceding Company 38 Section 7.02 Conditions to Obligations of the Reinsurer 39 Section 7.03 Frustration of Closing Condition 39 Article VIII TERMINATION AND WAIVER 40 Section 8.01 Termination 40 Section 8.02 Notice of Termination 41 Section 8.03 Effect of Termination 41 Article IX SURVIVAL; INDEMNIFICATION 41 Section 9.01 Survival of Representations, Warranties and Covenants 41 Section 9.02 Indemnification 42 Section 9.03 Certain Limitations 43 Section 9.04 Definitions 44 Section 9.05 Procedures for Third Party Claims 45 Section 9.06 Direct Claims 47 Section 9.07 Sole Remedy 47 Section 9.08 Treatment of Indemnity Payment 47 Article X GENERAL PROVISIONS 48 Section 10.01 Expenses 48 Section 10.02 Notices 48 Section 10.03 Public Announcements 49 Section 10.04 Severability 49 Section 10.05 Entire Agreement 49 Section 10.06 Assignment 49 Section 10.07 No Third Party Beneficiaries 50 Section 10.08 Amendment 50 Section 10.09 Schedules 50 Section 10.10 Submission to Jurisdiction 50 Section 10.11 Governing Law 51 Section 10.12 Waiver of Jury Trial 51 Section 10.13 Specific Performance 51 Section 10.14 Waivers 51 Section 10.15 Rules of Construction 51 Section 10.16 Reserves 52 Section 10.17 Counterparts 53 Section 10.18 Time of Essence 53 Section 10.19 Incontestability 53 EXHIBITS Exhibit A Form of Reinsurance Agreement Exhibit B Form of Guarantee Exhibit C Investment Management Agreement Term Sheet SCHEDULES Schedule 1.01(a) Agreed Accounting Principles Schedule 1.01(b) Ceding Company Knowledge Persons Schedule 1.01(c) Reinsurer Knowledge Persons Schedule 1.01(d) Ceding Commission Adjustment Schedule 1.01(e) Agreed Investment Assets Schedule 1.01(f) Potential Investment Assets Schedule 1.01(g) Asset List Schedule 3.12(g)(i) M&E Fees Schedule 3.12(g)(ii) 12b-1 Fees Schedule 3.12(g)(iii) Revenue Sharing Fees Schedule 3.12(h) EIM Administrative Fee Schedule 3.15 Specified Data Schedule 4.01 Additional Reinsurer Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations Schedule 7.02(c) Reinsurer Governmental Approvals This MASTER TRANSACTION AGREEMENT (including all schedules and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividendsexhibits hereto, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), dated as of August 16, 2022, is made by and among Youku Inc.between Equitable Financial Life Insurance Company, an exempted a New York-domiciled insurance company with limited liability incorporated under (the laws of the Cayman Islands (“Company YCeding Company”), and the Person listed on Schedule 1 hereto First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled insurance company (the “Company T ShareholderReinsurer”). Each of the Ceding Company and the Reinsurer shall be referred to herein as a “Party” and, together, the “Parties”.
Appears in 2 contracts
Samples: Master Transaction Agreement (Equitable Financial Life Insurance Co), Master Transaction Agreement (Equitable Holdings, Inc.)
TABLE OF CONTENTS. Page ARTICLE Article I GENERAL DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Definitions 2 Section 1.2 Incorporation by Reference of Trust Indenture Act 2 Section 1.3 Rules of Construction 2 Article II THE NOTES 3 Section 1.1 Defined Terms 2.1 Form 3 ARTICLE II VOTING Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.1 Agreement to Vote 2.4 Tax Treatment 5 Section 2.2 Grant 2.5 Registration; Registration of Proxy Transfer and Exchange 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 13 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 15 Section 2.15 Retained Notes 16 Article III COVENANTS 20 Section 3.1 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement 20 Section 3.2 Maintenance of Office or Agency 22 Section 3.3 Money for Payments To Be Held in Trust 22 Section 3.4 Existence 23 Section 3.5 Protection of Trust Estate 24 Section 3.6 Opinions as to Trust Estate 24 Section 3.7 Performance of Obligations; Servicing of Receivables 25 Section 3.8 Negative Covenants 27 Section 3.9 Annual Statement as to Compliance 28 Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms 28 Section 3.11 Successor or Transferee 30 Section 3.12 No Other Business 30 Section 3.13 No Borrowing 30 Section 3.14 Servicer’s Obligations 30 Section 3.15 Guarantees, Loans, Advances and Other Liabilities 30 Section 3.16 Capital Expenditures 31 Section 3.17 Restricted Payments 31 Section 3.18 Notice of Events of Default 31 Section 3.19 Removal of Administrator 31 Section 3.20 Further Instruments and Acts 31 Section 3.21 Sales Finance Company Licenses 31 Section 3.22 Representations and Warranties by the Issuer to the Indenture Trustee 31 Article IV SATISFACTION AND DISCHARGE 32 Section 4.1 Satisfaction and Discharge of Indenture 32 Section 4.2 Satisfaction, Discharge and Defeasance of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Notes 33 Section 4.3 Additional Shares 10 Application of Trust Money 34 Section 4.4 Share DividendsRepayment of Monies Held by Paying Agent 34 Article V REMEDIES 34 Section 5.1 Events of Default 34 Section 5.2 Acceleration of Maturity; Rescission and Annulment 35 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 36 Section 5.4 Remedies; Priorities 38 Section 5.5 Optional Preservation of the Receivables 41 Section 5.6 Limitation of Suits 42 Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest 42 Section 5.8 Restoration of Rights and Remedies 43 Section 5.9 Rights and Remedies Cumulative 43 Section 5.10 Delay or Omission Not a Waiver 43 Section 5.11 Control by Noteholders of the Controlling Class 43 Section 5.12 Waiver of Past Defaults 44 Section 5.13 Undertaking for Costs 44 Section 5.14 Waiver of Stay or Extension Laws 44 Section 5.15 Action on Notes 45 Section 5.16 Performance and Enforcement of Certain Obligations 45 Article VI THE INDENTURE TRUSTEE 46 Section 6.1 Duties of Indenture Trustee 46 Section 6.2 Rights of Indenture Trustee 48 Section 6.3 Individual Rights of Indenture Trustee 49 Section 6.4 Indenture Trustee’s Disclaimer 49 Section 6.5 Notice of Defaults 49 Section 6.6 Reports by Indenture Trustee to Holders 49 Section 6.7 Compensation and Indemnity 50 Section 6.8 Replacement of Indenture Trustee 50 Section 6.9 Successor Indenture Trustee by Xxxxxx 51 Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 52 Section 6.11 Eligibility; Disqualification 53 Section 6.12 Preferential Collection of Claims Against Issuer 54 Section 6.13 Communications Regarding Demands to Purchase Receivables 54 Article VII NOTEHOLDERS’ LISTS AND REPORTS; ASSET REPRESENTATIONS REVIEW 54 Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders 54 Section 7.2 Preservation of Information; Communications to Noteholders 54 Section 7.3 Reports by Issuer 55 Section 7.4 Reports by Indenture Trustee 55 Section 7.5 Noteholder Communications 55 Section 7.6 Asset Representations Review 56 Article VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 57 Section 8.1 Collection of Money 57 Section 8.2 Trust Accounts 58 Section 8.3 General Provisions Regarding Accounts 58 Section 8.4 Release of Trust Estate 59 Section 8.5 Opinion of Counsel 60 Article IX SUPPLEMENTAL INDENTURES 60 Section 9.1 Supplemental Indentures Without Consent of Noteholders 60 Section 9.2 Supplemental Indentures with Consent of Noteholders 61 Section 9.3 Execution of Supplemental Indentures 63 Section 9.4 Effect of Supplemental Indenture 63 Section 9.5 Conformity with Trust Indenture Act 63 Section 9.6 Reference in Notes to Supplemental Indentures 63 Article X REDEMPTION OF NOTES 63 Section 10.1 Redemption 63 Section 10.2 Form of Redemption Notice 64 Section 10.3 Notes Payable on Redemption Date 64 Article XI MISCELLANEOUS 65 Section 11.1 Compliance Certificates and Opinions, etc 65 Section 11.2 Form of Documents Delivered to Indenture Trustee 66 Section 11.3 Acts of Noteholders 67 Section 11.4 Notices, etc. 10 ., to Indenture Trustee, Issuer and Rating Agencies 68 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 11.5 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extensionto Noteholders; Waiver 15 69 Section 5.7 Entire Agreement 15 11.6 Alternate Payment and Notice Provisions 69 Section 5.8 11.7 Conflict with Trust Indenture Act 69 Section 11.8 Effect of Headings and Table of Contents 70 Section 11.9 Successors and Assigns 70 Section 11.10 Severability 70 Section 11.11 Benefits of Indenture 70 Section 11.12 Legal Holiday 70 Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF RIGHT TO JURY TRIAL 70 Section 11.14 Counterparts and Electronic Signature 71 Section 11.15 Recording of Indenture 71 Section 11.16 Trust Obligation 71 Section 11.17 No Petition 72 Section 11.18 Inspection 72 Section 11.19 Third-Party Beneficiaries 15 72 Section 5.9 Severability 15 11.20 Limitation on Recourse to CarMax Funding 72 Section 5.10 Rules 11.21 Legal Fees Associated with Indemnification 73 Section 11.22 Limitation of Construction 15 Liability of the Owner Trustee 73 Section 5.11 Assignment 16 11.23 PATRIOT Act 73 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 11.24 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT73 APPENDICES APPENDIX A Additional Representations and Warranties EXHIBITS EXHIBIT A-1 Form of Class A-1 Note EXHIBIT A-2a Form of Class A-2a Note EXHIBIT A-2b Form of Class A-2b Note EXHIBIT A-3 Form of Class A-3 Note EXHIBIT A-4 Form of Class A-4 Note EXHIBIT B Form of Class B Note EXHIBIT C Form of Class C Note EXHIBIT D Form of Class D Note EXHIBIT E Form of Opinion of Counsel EXHIBIT F Form of Transferor Certificate EXHIBIT G Form of Investment Letter INDENTURE, dated as of March 11July 1, 2012 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “AgreementIndenture”), by and among Youku Inc.between CARMAX AUTO OWNER TRUST 2023-3, an exempted company with limited liability incorporated under a Delaware statutory trust (the laws of the Cayman Islands (“Company YIssuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the Person listed on Schedule 1 hereto “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s 5.631% Class A-1 Asset-backed Notes (the “Company T ShareholderClass A-1 Notes”), 5.72% Class A-2a Asset-backed Notes (the “Class A-2a Notes”), Class A-2b Floating Rate Asset-backed Notes (the “Class A-2b Notes” and together with the Class A-2a Notes, the “Class A-2 Notes”), 5.28% Class A-3 Asset-backed Notes (the “Class A-3 Notes”), 5.26% Class A-4 Asset-backed Notes (the “Class A-4 Notes” and, collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), 5.47% Class B Asset-backed Notes (the “Class B Notes”), 5.61% Class C Asset-backed Notes (the “Class C Notes”) and 6.44% Class D Asset-backed Notes (the “Class D Notes” and, collectively with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Issuer in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Servicer to purchase Receivables from the Issuer; (ix) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Xxxxx, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.
Appears in 2 contracts
Samples: Indenture (CarMax Auto Owner Trust 2023-3), Indenture (CarMax Auto Owner Trust 2023-3)
TABLE OF CONTENTS. Page ARTICLE Article I GENERAL 3 DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Defined Terms 3 ARTICLE Definitions 2 Section 1.2 Incorporation by Reference of Trust Indenture Act 2 Section 1.3 Rules of Construction 2 Article II VOTING THE NOTES 4 Section 2.1 Form 4 Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.1 Agreement to Vote 2.4 Tax Treatment 5 Section 2.2 Grant 2.5 Registration; Registration of Proxy Transfer and Exchange 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 13 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 15 Section 2.15 Retained Notes 16 Article III COVENANTS 20 Section 3.1 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement 20 Section 3.2 Maintenance of Office or Agency 22 Section 3.3 Money for Payments To Be Held in Trust 22 Section 3.4 Existence 23 Section 3.5 Protection of Trust Estate 24 Section 3.6 Opinions as to Trust Estate 24 Section 3.7 Performance of Obligations; Servicing of Receivables 25 Section 3.8 Negative Covenants 27 Section 3.9 Annual Statement as to Compliance 28 Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms 28 Section 3.11 Successor or Transferee 30 Section 3.12 No Other Business 30 Section 3.13 No Borrowing 30 Section 3.14 Servicer’s Obligations 30 Section 3.15 Guarantees, Loans, Advances and Other Liabilities 30 Section 3.16 Capital Expenditures 31 Section 3.17 Restricted Payments 31 Section 3.18 Notice of Events of Default 31 Section 3.19 Removal of Administrator 31 Section 3.20 Further Instruments and Acts 31 Section 3.21 Sales Finance Company Licenses 31 Section 3.22 Representations and Warranties by the Issuer to the Indenture Trustee 31 Article IV SATISFACTION AND DISCHARGE 32 Section 4.1 Satisfaction and Discharge of Indenture 32 Section 4.2 Satisfaction, Discharge and Defeasance of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Notes 33 Section 4.3 Additional Shares 10 Application of Trust Money 34 Section 4.4 Share DividendsRepayment of Monies Held by Paying Agent 34 Article V REMEDIES 34 Section 5.1 Events of Default 34 Section 5.2 Acceleration of Maturity; Rescission and Annulment 35 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 36 Section 5.4 Remedies; Priorities 38 Section 5.5 Optional Preservation of the Receivables 41 Section 5.6 Limitation of Suits 42 Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest 42 Section 5.8 Restoration of Rights and Remedies 43 Section 5.9 Rights and Remedies Cumulative 43 Section 5.10 Delay or Omission Not a Waiver 43 Section 5.11 Control by Noteholders of the Controlling Class 43 Section 5.12 Waiver of Past Defaults 44 Section 5.13 Undertaking for Costs 44 Section 5.14 Waiver of Stay or Extension Laws 44 Section 5.15 Action on Notes 45 Section 5.16 Performance and Enforcement of Certain Obligations 45 Article VI THE INDENTURE TRUSTEE 46 Section 6.1 Duties of Indenture Trustee 46 Section 6.2 Rights of Indenture Trustee 48 Section 6.3 Individual Rights of Indenture Trustee 49 Section 6.4 Indenture Trustee’s Disclaimer 49 Section 6.5 Notice of Defaults 49 Section 6.6 Reports by Indenture Trustee to Holders 49 Section 6.7 Compensation and Indemnity 50 Section 6.8 Replacement of Indenture Trustee 50 Section 6.9 Successor Indenture Trustee by Xxxxxx 51 Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 52 Section 6.11 Eligibility; Disqualification 53 Section 6.12 Preferential Collection of Claims Against Issuer 54 Section 6.13 Communications Regarding Demands to Purchase Receivables 54 Article VII NOTEHOLDERS’ LISTS AND REPORTS; ASSET REPRESENTATIONS REVIEW 54 Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders 54 Section 7.2 Preservation of Information; Communications to Noteholders 54 Section 7.3 Reports by Issuer 55 Section 7.4 Reports by Indenture Trustee 55 Section 7.5 Noteholder Communications 55 Section 7.6 Asset Representations Review 56 Article VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 57 Section 8.1 Collection of Money 57 Section 8.2 Trust Accounts 58 Section 8.3 General Provisions Regarding Accounts 58 Section 8.4 Release of Trust Estate 59 Section 8.5 Opinion of Counsel 60 Article IX SUPPLEMENTAL INDENTURES 60 Section 9.1 Supplemental Indentures Without Consent of Noteholders 60 Section 9.2 Supplemental Indentures with Consent of Noteholders 61 Section 9.3 Execution of Supplemental Indentures 63 Section 9.4 Effect of Supplemental Indenture 63 Section 9.5 Conformity with Trust Indenture Act 63 Section 9.6 Reference in Notes to Supplemental Indentures 63 Article X REDEMPTION OF NOTES 63 Section 10.1 Redemption 63 Section 10.2 Form of Redemption Notice 64 Section 10.3 Notes Payable on Redemption Date 64 Article XI MISCELLANEOUS 65 Section 11.1 Compliance Certificates and Opinions, etc. 10 65 Section 4.5 No Solicitation 10 11.2 Form of Documents Delivered to Indenture Trustee 66 Section 4.6 No Inconsistent Agreements 10 11.3 Acts of Noteholders 67 Section 4.7 Waiver of Appraisal 11.4 Notices, etc., to Indenture Trustee, Issuer and Dissenters’ Rights 11 Rating Agencies 67 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 11.5 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extensionto Noteholders; Waiver 15 69 Section 5.7 Entire Agreement 15 11.6 Alternate Payment and Notice Provisions 69 Section 5.8 11.7 Conflict with Trust Indenture Act 69 Section 11.8 Effect of Headings and Table of Contents 70 Section 11.9 Successors and Assigns 70 Section 11.10 Severability 70 Section 11.11 Benefits of Indenture 70 Section 11.12 Legal Holiday 70 Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF RIGHT TO JURY TRIAL 70 Section 11.14 Counterparts and Electronic Signature 71 Section 11.15 Recording of Indenture 71 Section 11.16 Trust Obligation 71 Section 11.17 No Petition 72 Section 11.18 Inspection 72 Section 11.19 Third-Party Beneficiaries 15 72 Section 5.9 Severability 15 11.20 Limitation on Recourse to CarMax Funding 72 Section 5.10 Rules 11.21 Legal Fees Associated with Indemnification 73 Section 11.22 Limitation of Construction 15 Liability of the Owner Trustee 73 Section 5.11 Assignment 16 11.23 PATRIOT Act 73 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 11.24 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT74 APPENDICES APPENDIX A Additional Representations and Warranties EXHIBITS EXHIBIT A-1 Form of Class A-1 Note EXHIBIT A-2a Form of Class A-2a Note EXHIBIT A-2b Form of Class A-2b Note EXHIBIT A-3 Form of Class A-3 Note EXHIBIT A-4 Form of Class A-4 Note EXHIBIT B Form of Class B Note EXHIBIT C Form of Class C Note EXHIBIT D Form of Class D Note EXHIBIT E Form of Opinion of Counsel EXHIBIT F Form of Transferor Certificate EXHIBIT G Form of Investment Letter INDENTURE, dated as of March 11October 1, 2012 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “AgreementIndenture”), by and among Youku Inc.between CARMAX AUTO OWNER TRUST 2023-4, an exempted company with limited liability incorporated under a Delaware statutory trust (the laws of the Cayman Islands (“Company YIssuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the Person listed on Schedule 1 hereto “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s 5.279% Class A-1 Asset-backed Notes (the “Company T ShareholderClass A-1 Notes”), 6.08% Class A-2a Asset-backed Notes (the “Class A-2a Notes”), Class A-2b Floating Rate Asset-backed Notes (the “Class A-2b Notes” and together with the Class A-2a Notes, the “Class A-2 Notes”), 6.00% Class A-3 Asset-backed Notes (the “Class A-3 Notes”), 5.96% Class A-4 Asset-backed Notes (the “Class A-4 Notes” and, collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), 6.39% Class B Asset-backed Notes (the “Class B Notes”), 6.58% Class C Asset-backed Notes (the “Class C Notes”) and 7.16% Class D Asset-backed Notes (the “Class D Notes” and, collectively with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Issuer in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Servicer to purchase Receivables from the Issuer; (ix) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Xxxxx, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.
Appears in 2 contracts
Samples: Indenture (Carmax Auto Funding LLC), Indenture (Carmax Auto Funding LLC)
TABLE OF CONTENTS. Page ARTICLE I GENERAL SECTION 1 DEFINITIONS AND INTERPRETATION 1 1.1 Definitions 1 1.2 Accounting Terms 31 1.3 Interpretation, Etc. 32 1.4 Timing of Performance 32 1.5 Currency Generally 32 1.6 Divisions 33 1.7 Negative Covenant Compliance 33 SECTION 2 LOANS 33 2.1 Term Loans 33 2.2 Pro Rata Shares 34 2.3 Use of Proceeds 34 2.4 Evidence of Debt; Notes 34 2.5 Interest on Loans 34 2.6 Conversion and Continuation 35 2.7 Default Interest 36 2.8 Fees 36 2.9 Maturity 37 2.10 Voluntary Prepayments 37 2.11 Mandatory Prepayments 37 2.12 Application of Prepayments 39 2.13 General Provisions Regarding Payments 39 2.14 Ratable Sharing 40 2.15 Making or Maintaining Eurodollar Loans 41 2.16 Increased Costs; Capital Adequacy 42 2.17 Taxes; Withholding, Etc. 43 2.18 Obligation to Mitigate 47 2.19 Replacement of Lenders 47 2.20 Defaulting Lenders 48 SECTION 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III CONDITIONS PRECEDENT 49 3.1 Closing Date 49 SECTION 4 REPRESENTATIONS AND WARRANTIES 51 4.1 Organization; Required Power and Authority; Qualification 51 4.2 Equity Interests and Ownership 51 4.3 Due Authorization 51 4.4 No Conflict 51 4.5 Governmental Consents 52 4.6 Binding Obligation 52 4.7 Historical Financial Statements 52 4.8 No Material Adverse Change 52 4.9 Adverse Proceedings 52 4.10 Payment of Taxes 52 4.11 Title 52 4.12 Real Estate Assets 53 4.13 Environmental Matters 53 4.14 Investment Company Regulation 53 4.15 Margin Stock 53 4.16 Employee Matters 53 4.17 Employee Benefit Plans 54 4.18 Solvency 54 4.19 Compliance with Laws 54 4.20 Disclosure 54 4.21 Collateral 55 4.22 Status as Senior Indebtedness 55 4.23 Intellectual Property 55 SECTION 5 AFFIRMATIVE COVENANTS 55 5.1 Financial Statements and Other Reports and Notices 55 5.2 Existence 57 5.3 Payment of Taxes and Claims 58 5.4 Maintenance of Properties 58 5.5 Insurance 58 5.6 Books and Records 58 5.7 Inspections 58 5.8 Lenders Meetings 59 5.9 Compliance with Laws 59 5.10 Environmental 59 5.11 Subsidiaries 59 5.12 Material Real Estate 60 5.13 Use of Proceeds 61 5.14 Further Assurances 61 5.15 Post-Closing Obligations 62 SECTION 6 NEGATIVE COVENANTS 62 6.1 Indebtedness 62 6.2 Liens 65 6.3 Payments and Prepayments of Certain Indebtedness 69 6.4 Restricted Payments 70 6.5 Burdensome Agreements 72 6.6 Investments 73 6.7 Fundamental Changes 76 6.8 Asset Sales 77 6.9 Sales and Lease-Backs 79 6.10 Transactions with Affiliates 79 6.11 Fiscal Year 80 SECTION 7 Section 3.1 Representations and Warranties GUARANTY 80 7.1 Guaranty of the Company T Shareholder 7 Section 3.2 Representations and Warranties Obligations 80 7.2 Contribution by Guarantors 80 7.3 Payment by Guarantors 80 7.4 Liability of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and DissentersGuarantors Absolute 81 7.5 Waivers by Guarantors 82 7.6 Guarantors’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules Subrogation, Contribution, Etc. 83 7.7 Subordination of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as Other Obligations 83 7.8 Continuing Guaranty 84 7.9 Authority of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under Guarantors or the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Borrower 84
Appears in 2 contracts
Samples: First Lien Credit and Guaranty Agreement (Airbnb, Inc.), First Lien Credit and Guaranty Agreement (Airbnb, Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL PAGE Article 1 - Purpose 1 Article 2 - Recognition 1 Article 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING - Union Representation 2 Article 4 - Union Security 5 Section 2.1 Article 5 - Probationary Period 6 Article 6 - No Discrimination or Harassment 6 Article 7 - Wages 7 Article 8 - Overtime, Call-In and Stand-By Pay 8 Article 9 - Hours of Work 9 Article 10 - Shift Bonus 10 Article 11 - Change of Shift 10 Article 12 - Designated and Statutory Holidays 10 Article 13 - Vacations 12 Letter of Agreement - Vacation 14 Article 14 - Sick Pay 14 Article 15 - Sick Pay Gratuity 16 Letter of Agreement – Sick Pay Gratuity – Former Metropolitan Housing Authorities 17 Article 16 - Extended Health Care/Dental/Group Life and Long Term Disability Insurance 17 Article 17 - Pensions and Retirement 21 Article 18 - Requests for Transfer within same Classification 22 Article 19 - Job Postings 23 Article 20 - Discipline, Suspension and Discharge 27 Article 21 - Grievance Procedure 28 Article 22 - Arbitration 30 Article 23 - Superior Duties 31 Article 24 - Leave of Absence 32 Article 25 - Transportation 35 Article 26 - Temporary Employee Benefits 35 Article 27 - Service and Seniority 35 Letter of Agreement – Re: Carriage of Seniority 40 Article 28 - Employment Security and Re-Deployment 40 Article 29 - Layoff and Recall 41 Article 30 - Workplace Safety and Insurance Benefits 42 Article 31 - No Strike or Lockout 45 Article 32 - Protective Clothing, Protective Equipment, and Wearing Apparel 45 Article 33 - Legal Expenses 46 Article 34 - Gender Neutrality Pronouns Used 47 Article 35 - Acquainting New Employees 47 Article 36 - Employee Access to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Personal Department File 47 Article 37 - Rest and Warranties Wash-Up Periods 47 Article 38 - Designates 47 Article 39 - Right to Rescind Resignation 47 Article 40 - Printing of the Company T Shareholder 7 Section 3.2 Representations Collective Agreement 48 Article 41 - Access to Board of Directors and Warranties Budget Information 48 Article 42 - Provision of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Tools 48 Article 43 - Diversity 48 Article 44 - Health and Safety 49 Article 45 - Return to Work/Rehabilitation Procedure 49 Article 46 - Participation in Elections 51 Article 47 - Prepaid Leave Plan 51 Article 48 - Letters of Company T Shares 9 Section 4.2 Prohibition on Transfers Agreement 51 Article 49 - Absences from Work 51 Article 50 - Term of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver Agreement and Notice to Bargain 51 Letter of Appraisal Agreement - Video Security Surveillance; Global Positioning Systems (GPS) & Automated Vehicle Location Systems (AVL) 51 Letter of Agreement - Language Housekeeping 52 Letter of Agreement - Legislative Changes 52 Letter of Agreement - Employee Assistance Programs 52 Letter of Agreement - Housing 52 Letter of Agreement - Joint Committee for apprenticeship/skilled Trades 53 Letter of Agreement - Eligible Benefits for active employees attaining age 65 53 Letter of Agreement - Eligible Benefits for active employees attaining age 70 55 Letter of Agreement - Protective Clothing 55 Letter of Agreement - Shared Facilities 55 Letter of Agreement - Benefits Monitoring Committee 56 Letter of Agreement - Alternate Dispute Resolutions 56 Letter of Agreement - Hours of Work 56 Letter of Agreement - Cleaners 56 Letter of Agreement - Evening and Dissenters’ Rights 11 Section 4.8 Documentation Weekend Cleaning 58 Letter of Agreement - Emergency Evening/Weekend Repair and Information 11 Section 4.9 Registration Containment 59 Letter of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules - Flexible Staffing/Scheduling Model 60 Letter of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger - Eligibility Lists 63 Letter of Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).- Building Maintenance Coordinator 66
Appears in 2 contracts
Samples: Collective Agreement, Collective Agreement
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined I. DEFINITIONS 1 SECTION 1.1. Capitalized Terms 1 SECTION 1.2. Other Definitional Provisions 3 ARTICLE II VOTING II. ORGANIZATION 4 SECTION 2.1. Name 4 SECTION 2.2. Office 4 SECTION 2.3. Purposes and Powers 4 SECTION 2.4. Appointment of Owner Trustee 5 Section 2.1 Agreement SECTION 2.5. Initial Capital Contribution of Trust Estate 5 SECTION 2.6. Declaration of Trust 5 SECTION 2.7. Title to Vote 5 Section 2.2 Grant Trust Property 6 SECTION 2.8. Situs of Proxy Trust 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 SECTION 2.9. Representations and Warranties of the Company T Shareholder Depositor 6 SECTION 2.10. Covenants of the Certificateholder 7 Section 3.2 SECTION 2.11. Federal Income Tax Treatment of the Trust 8 ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST 9 SECTION 3.1. Initial Ownership 9 SECTION 3.2. The Certificate 9 SECTION 3.3. Authentication of Certificate 9 SECTION 3.4. Registration of Transfer and Exchange of Certificate 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates 11 SECTION 3.6. Persons Deemed Certificateholders 11 SECTION 3.7. Maintenance of Office or Agency 11 SECTION 3.8. Disposition in Whole But Not in Part 12 SECTION 3.9. ERISA Restrictions 12 SECTION 3.10. Appointment of Certificate Paying Agent 12 ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS 13 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters 13 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters 13 SECTION 4.3. Restrictions on Certificateholder’s Power 14 SECTION 4.4. [Reserved] 14 SECTION 4.5. Action with Respect to Bankruptcy Action 14 SECTION 4.6. Covenants and Restrictions on Conduct of Business 15 ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE 16 SECTION 5.1. General Authority 16 SECTION 5.2. General Duties 17 SECTION 5.3. Action upon Instruction 17 SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions 18 SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties 19 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of Company Y 8 Trusts and Duties 20 SECTION 6.2. Furnishing of Documents 21 SECTION 6.3. Representations and Warranties 21 SECTION 6.4. Reliance; Advice of Counsel 22 SECTION 6.5. Not Acting in Individual Capacity 23 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 23 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 24 SECTION 6.10. FATCA Information 24 SECTION 6.11. Financial Crimes Enforcement Network’s Customer Due Diligence 24 SECTION 6.12. Beneficial Ownership and Control of Trust 25 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etcVII. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs COMPENSATION OF OWNER TRUSTEE 25 SECTION 7.1. Owner Trustee’s Fees and Expenses 16 Section 5.16 Counterparts25 SECTION 7.2. Indemnification 26 SECTION 7.3. Payments to the Owner Trustee 26 SECTION 7.4. Non-recourse Obligations 26 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT 26 SECTION 8.1. Termination of Trust Agreement 26 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 SECTION 9.1. Eligibility Requirements for Owner Trustee 28 SECTION 9.2. Resignation or Removal of Owner Trustee 28 SECTION 9.3. Successor Owner Trustee 29 SECTION 9.4. Merger or Consolidation of Owner Trustee 29 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee 29 ARTICLE X. MISCELLANEOUS 31 SECTION 10.1. Supplements and Amendments 31 SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder 32 SECTION 10.3. Limitations on Rights of Others 32 SECTION 10.4. Notices 32 SECTION 10.5. Severability 32 SECTION 10.6. Separate Counterparts 33 SECTION 10.7. Assignments 33 SECTION 10.8. No Recourse 33 SECTION 10.9. Headings 33 SECTION 10.10. GOVERNING LAW 33 SECTION 10.11. Servicer 33 SECTION 10.12. Nonpetition Covenants 34 SECTION 10.13. Regulation AB 34 ARTICLE XI. APPLICATION OF TRUST FUNDS; Effectiveness 17 EXHIBIT CERTAIN DUTIES 35 SECTION 11.1. Establishment of Trust Accounts 35 SECTION 11.2. Application of Trust Funds 35 SECTION 11.3. Method of Payment 36 EXHIBITS Exhibit A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Notice of Repurchase Request This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 11October 16, 2012 2019, between AFS SENSUB CORP., a Nevada corporation, as depositor (this the “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company YSeller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of August 29, 2019, between the Person listed on Schedule 1 hereto (Seller and the “Company T Shareholder”)Owner Trustee.
Appears in 2 contracts
Samples: Trust Agreement (GM Financial Consumer Automobile Receivables Trust 2019-4), Trust Agreement (GM Financial Consumer Automobile Receivables Trust 2019-4)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section PART 1 INTERPRETATION 2 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section Definitions 2 1.2 Interpretation 7 1.3 Exhibits 8 PART 2 THE AMALGAMATION 9 2.1 Agreement to Vote 5 Section Amalgamate 9 2.2 Grant Effect of Proxy 6 ARTICLE III Amalgamation 9 2.3 Statutory Amalgamation Requirements 9 2.4 Completion of the Amalgamation and Effective Date 10 2.5 Acquiror Corporate Matters on the Effective Time 10 2.6 Securities Exchange and Related Matters 11 2.7 Right of Dissent for DeFi Shareholders 14 PART 3 COVENANTS 15 3.1 Mutual Covenants 15 3.2 Additional Covenants of Acquiror and SubCo 17 3.3 Additional Covenants of DeFi 18 PART 4 REPRESENTATIONS AND WARRANTIES 7 Section 3.1 19 4.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Acquiror and SubCo 19 4.2 Representations and Warranties of Company Y DeFi 25 4.3 Survival of Representation and Warranties 28 PART 5 AGREEMENTS 28 5.1 DeFi Meeting 28 5.2 Proposed Transaction 29 5.3 Listing Application 29 5.4 Preparation of Filings 29 5.5 Acquiror Share Adjustment 30 5.6 Concurrent Financing 31 5.7 Name Change 31 PART 6 INDEMNIFICATION 31 6.1 Indemnification by DeFi 31 6.2 Indemnification by Acquiror 31 6.3 Limitation on Indemnification 32 6.4 Procedure for Indemnification 32 6.5 Sole Remedy 33 PART 7 CONDITIONS PRECEDENT 33 7.1 Mutual Conditions Precedent 33 7.2 Additional Conditions to Obligations of Acquiror and SubCo 34 7.3 Additional Conditions to Obligations of DeFi 36 7.4 Notice and Effect of Failure to Comply with Conditions 38 7.5 Satisfaction of Conditions 39 PART 8 ARTICLE IV OTHER COVENANTS AMENDMENT 39 8.1 Amendment 39 PART 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares TERMINATION 39 9.1 Termination 39 PART 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 GENERAL 40 10.1 Notices 40 10.2 Binding Effect 41 10.3 Assignment 41 10.4 Entire Agreement 41 10.5 Public Communications 41 10.6 COSTS 42 10.7 Confidentiality 42 10.8 Severability 43 10.9 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing 43 10.10 Time of Essence 43 10.11 Applicable Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT Enforcement 43 10.12 WAIVER 44 10.13 Counterparts 44 SCHEDULE A JOINDER –AMALGAMATION APPLICATION SCHEDULE B – FORM OF ARTICLES OF AMALCO AMALGAMATION AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING THIS AMALGAMATION AGREEMENT VOTING AGREEMENT, is dated as of March 11the 3rd day of June, 2012 (this “Agreement”)2021. AMONG: AUSTPRO ENERGY CORPORATION., by and among Youku Inc., an exempted company with limited liability a corporation incorporated under the laws of the Cayman Islands Province of British Columbia (“Company YAcquiror”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).) AND:
Appears in 1 contract
Samples: Amalgamation Agreement (WonderFi Technologies Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section Article 1 INTERPRETATION 1 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant Definitions 1 1.2 Meaning of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS "Outstanding" 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 1.3 Interpretation 10 Section 4.4 Share Dividends1.4 Headings, etc. 10 Section 4.5 No Solicitation 1.5 Time of Essence 10 Section 4.6 No Inconsistent Agreements 1.6 Monetary References 10 Section 4.7 Waiver 1.7 Invalidity, etc. 10 1.8 Language 11 1.9 Successors and Assigns 11 1.10 Severability 11 1.11 Entire Agreement 11 1.12 Benefits of Appraisal and Dissenters’ Rights Indenture 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing 1.13 Applicable Law and Venue Attornment 11 1.14 Currency of Payment 11 1.15 Non-Business Days 11 1.16 Accounting Terms 12 1.17 Calculations 12 1.18 Schedules 12 Article 2 THE DEBENTURES 12 2.1 Limit of Debentures 12 2.2 Terms of Debentures of any Series 12 2.3 Form of Debentures 13 Section 5.4 Notices 2.4 Form and Terms of Initial Debentures 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 2.5 Authentication and Delivery of Additional Debentures 24 2.6 Non-Certificated Deposit 24 2.7 Execution of Debenture Certificates 26 2.8 Authentication 26 2.9 Interim Debentures or Certificates 26 2.10 Mutilation, Loss, Theft or Destruction 27 2.11 Concerning Interest 27 2.12 Debentures to Rank Pari Passu 27 2.13 Payments of Amounts Due on Maturity 28 2.14 Payment of Interest 28 2.15 Withholding Tax 29 2.16 Right of Rescission 29 Article 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP 29 3.1 Fully Registered Debentures 29 3.2 Transferee Entitled to Registration 30 3.3 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules Notice of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Trusts 30 3.4 Registers Open for Inspection 30 3.5 Exchanges of Debenture Certificates 30 3.6 Closing of Registers 31 3.7 Charges for Registration, Transfer and Exchange 31 3.8 Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX of Debentures 32 Article 4 REDEMPTION AND PURCHASE OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional DEBENTURES AND CERTAIN PAYMENTS ON MATURITY 32 4.1 Applicability of Article 32 4.2 Partial Redemption 32 4.3 Notice of Redemption 33 4.4 Debentures Due on Redemption Dates 33 4.5 Deposit of Redemption Monies or Common Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T 34 4.6 Right to Repay Principal Portion of Redemption Price in Common Shares 4 Company Y 3 control 4 controlled 34 4.7 Failure to Surrender Debentures Called for Redemption 36 4.8 Cancellation of Debentures Redeemed 36 4.9 Purchase of Debentures by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Corporation 36
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 I. DEFINITIONS 1 Section 1.1 Defined Definition of Terms 3 1 ARTICLE II VOTING II. APPOINTMENT OF WARRANT AGENT 4 Section 2.1 Appointment 4 ARTICLE III. WARRANTS 5 Section 2.1 Agreement to Vote 3.1 Issuance of Warrants 5 Section 2.2 Grant 3.2 Form of Proxy Warrant 5 Section 3.3 Execution of Global Warrant Certificates 6 Section 3.4 Registration and Countersignature 6 ARTICLE III REPRESENTATIONS IV. TERMS AND WARRANTIES EXERCISE OF WARRANTS 7 Section 3.1 Representations and Warranties of the Company T Shareholder 4.1 Exercise Price 7 Section 3.2 Representations 4.2 Exercise Period and Warranties Expiration 7 Section 4.3 [Intentionally Omitted] 7 Section 4.4 Method of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Exercise 7 Section 4.1 Prohibition on Transfers 4.5 Issuance of Company T Warrant Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 4.6 Taxes 9 Section 4.3 Additional 4.7 Reservation of Shares 10 Section 4.4 Share Dividends, etc. 4.8 Listing 10 Section 4.5 No Solicitation 4.9 Compliance with Law 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights ARTICLE V. ADJUSTMENT OF SHARES OF COMMON STOCK PURCHASABLE AND OF EXERCISE PRICE 11 Section 4.8 Documentation and Information 5.1 Stock Splits, Subdivisions, Reclassifications or Combinations 11 Section 4.9 Registration of ADS 5.2 Price Based Anti-Dilution. 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue Other Distributions 13 Section 5.4 Notices Reorganization or Reclassification 14 Section 5.5 Amendment Expiration of Rights or Options 14 Section 5.6 ExtensionRounding of Calculations; Waiver Minimum Adjustments 15 Section 5.7 Entire Agreement Timing of Issuance of Additional Common Stock Upon Certain Adjustments 15 Section 5.8 No Third-Party Beneficiaries 15 Form of Warrant After Adjustments 16 Section 5.9 Severability 15 Notice to Warrant Holders 16 Section 5.10 Rules Miscellaneous 17 ARTICLE VI. TRANSFER AND EXCHANGE OF WARRANTS AND WARRANT SHARES 17 Section 6.1 Registration of Construction 15 Transfers and Exchanges 17 Section 5.11 Assignment 16 6.2 Obligations with Respect to Transfers and Exchanges of Warrants 19 ARTICLE VII. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS 20 Section 5.12 Specific Performance 16 7.1 No Rights or Liability as Stockholder; Notice to Registered Holders 20 Section 5.13 Company T Shareholder Capacity 16 7.2 Lost, Stolen, Mutilated or Destroyed Global Warrant Certificates 20 Section 5.14 No Ownership Interest 16 7.3 Restrictive Legends 20 Section 5.15 Costs and Expenses 16 7.4 Cancellation of Warrants 20 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).7.5 Mutilated or Missing Warrant Certificates 21
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TABLE OF CONTENTS. Section Page ARTICLE I GENERAL 3 Section PROVISIONS 1 1.1 Defined Terms 3 Definitions 1 1.2 Name and Office 5 1.3 Purposes 5 1.4 Term 5 1.5 Fiscal Year 5 1.6 Powers 6 1.7 Specific Authorization 7 1.8 Admission of Partners 7 1.9 Conversion of Limited Liability Company Interests 7 ARTICLE II VOTING 5 Section THE GENERAL PARTNER 8 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties Management of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share DividendsPartnership, etc. 8 2.2 Reliance by Third Parties 8 2.3 General Partner Not Liable for Return of Capital Contributions 8 2.4 Bankruptcy of General Partner 8 2.5 No Removal of General Partner 8 ARTICLE III THE LIMITED PARTNERS 9 3.1 No Participation in Management, etc. 9 3.2 Limitation of Liability 9 3.3 No Priority 9 3.4 No Removal of Partners 9 3.5 Bankruptcy or Withdrawal of a Partner 9 ARTICLE IV LIABILITY, EXCULPATION AND INDEMNIFICATION 9 4.1 Liability 9 4.2 Exculpation 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 4.3 Indemnification 11 ARTICLE V MISCELLANEOUS CAPITAL CONTRIBUTIONS AND CAPITAL PERCENTAGES; CARRY PERCENTAGES AND ADJUSTMENTS THERETO 12 Section 5.1 Interpretation Capital Contributions and Capital Percentages 12 Section 5.2 Termination Carry Percentages and Adjustments Thereto 12 ARTICLE VI CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS; WITHHOLDING 13 Section 5.3 Governing Law 6.1 Capital Accounts 13 6.2 Adjustments to Capital Accounts 13 6.3 Distributions 13 6.4 Tax Distributions 13 6.5 General Distribution Provisions 14 6.6 Distributions in Kind 14 6.7 No Withdrawal of Capital 14 6.8 Allocations to Capital Accounts 14 6.9 Tax Allocations and Venue 13 Section 5.4 Notices Other Tax Matters 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 6.10 Withholding 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules 6.11 Final Distribution 16 6.12 Return of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Distributions 16
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Samples: Limited Partnership Agreement (Oaktree Capital Group, LLC)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 1 Authorization of Notes 1 2 Sale And Purchase of Notes 1 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING Closing 1 4 Conditions Precedent 2 4.1 Material Debt Documents 2 4.2 Certain Documents 2 4.3 Perfection of Liens 4 4.4 [Intentionally Omitted.] 4 4.5 Representations and Warranties 4 4.6 Performance; No Default 5 Section 2.1 4.7 Changes in Structure 5 4.8 Purchase Permitted By Applicable Law, Etc 5 4.9 Private Placement Number 5 4.10 Agent for Service of Process 5 4.11 Consents 6 4.12 Payment of Special Counsel Fees 6 4.13 Financial Statements 6 4.14 Funding Instructions 6 4.15 Acquisition 6 4.16 Closing Under 2012 Credit Agreement; Amendment to Prudential Note Agreement to Vote 6 4.17 No Material Adverse Change 7 4.18 Proceedings and Documents 7 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Representation and Warranties of the Company T Shareholder 7 Section 3.2 5.1 Organization; Power and Authority 7 5.2 Authorization, Etc 7 5.3 Disclosure 8 5.4 Organization; Power and Authority 8 5.5 Financial Statements 9 5.6 Compliance with Laws; Other Instruments, Etc 9 5.7 Governmental Authorizations, Etc 10 5.8 Litigation; Observance of Agreements, Statutes and Orders 10 TABLE OF CONTENTS (continued) Page 5.9 Taxes 10 5.10 Title to Property; Leases 11 5.11 Licenses, Permits, Etc 11 5.12 Compliance with ERISA; Non-U.S. Plans 12 5.13 Private Offering 13 5.14 Use of Proceeds; Margin Regulations 13 5.15 Existing Debt; Liens 13 5.16 Foreign Assets Control Regulations, Etc 14 5.17 Status under Certain Statutes 15 5.18 Environmental Matters 15 5.19 Ranking of Obligations 16 5.20 Expropriation 16 5.21 Collateral Documents 16 5.22 Hostile Tender Offers 16 6 Representations of the Purchasers 16 6.1 Purchase for Investment 16 6.2 Source of Funds 16 7 Information as to the Company 18 7.1 Financial and Warranties Business Information 18 7.2 Officer’s Certificate 21 7.3 Visitation 21 7.4 Limitation on Disclosure Obligations 22 8 Prepayment of Company Y 8 ARTICLE IV OTHER COVENANTS the Notes 22 8.1 Required Prepayments 22 8.2 Optional Prepayments with Make-Whole Amount 24 8.3 Allocation of Partial Prepayments 24 8.4 Maturity; Surrender, Etc 24 8.5 Purchase of Notes 25 8.6 Make-Whole Amount 25 9 Section 4.1 Prohibition Affirmative Covenants 26 9.1 Compliance with Law 26 9.2 Insurance 27 TABLE OF CONTENTS (continued) Page 9.3 Maintenance of Properties 27 9.4 Payment of Taxes and Claims 27 9.5 Existence, Etc 28 9.6 Books and Records 28 9.7 Pari Passu Ranking 28 9.8 Information Required by Rule 144A 28 9.9 Additional Guarantors 29 9.10 Most Favored Lender 29 9.11 Share Ownership 30 9.12 Designation of Designated Subsidiaries 30 9.13 Takings and Other Transactions 30 9.14 Material Contracts 31 9.15 Acquisitions 31 9.16 Title 31 9.17 Merger, etc 31 9.18 Info Systems 32 9.19 Post-Closing Covenant 32 9.20 Further Assurances 32 10 Negative Covenants 33 10.1 Debt 33 10.2 Liens 33 10.3 Merger, Etc 33 10.4 Other Business 33 10.5 Fiscal Year 33 10.6 Asset Disposition 34 10.7 Non-Arms’ Length Transactions 34 10.8 Restrictions on Transfers Distributions 34 10.9 Financial Covenants 35 10.10 Terrorism Sanctions Regulations 36 10.11 Distributions 36 10.12 Limitation Regarding Land Note 36 10.13 LuxCo Loan and Parent Loan 36 TABLE OF CONTENTS (continued) Page 10.14 Certain Acquisitions 38 10.15 Accounts 38 11 Events Of Default 38 12 Remedies On Default, Etc 41 12.1 Acceleration 41 12.2 Other Remedies 42 12.3 Rescission 42 12.4 No Waivers or Election of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share DividendsRemedies, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Expenses, Etc 42 13 Tax Indemnification 43 14 Registration; Exchange; Substitution Of Notes 46 14.1 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law Notes 46 14.2 Transfer and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 ExtensionExchange of Notes 46 14.3 Replacement of Notes 46 15 Payments On Notes 47 15.1 Place of Payment 47 15.2 Home Office Payment 47 16 Expenses, Etc 48 16.1 Transaction Expenses 48 16.2 Certain Taxes 48 16.3 Survival 48 17 Survival Of Representations And Warranties; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules 49 18 Amendment And Waiver 49 18.1 Requirements 49 18.2 Solicitation of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs Holders of Notes 49 18.3 Binding Effect. Etc 50 18.4 Notes Held by Company, Etc 50 19 Notices 50 20 Reproduction Of Documents 51 21 Confidential Information 51 22 Substitution of Purchaser 52 23 Miscellaneous 53 23.1 Successors and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX Assigns 53 TABLE OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 CONTENTS (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).continued) Page
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TABLE OF CONTENTS. Page RECITALS 1 ARTICLE I ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 101. Definitions. 1 Act 2 Additional Amounts 2 Affiliate 2 Authenticating Agent 2 Authorized Newspaper 2 Bankruptcy Law 2 Bearer Security 2 Board of Directors 2 Board Resolution 3 Section 1.1 Defined Terms Business Day 3 ARTICLE II VOTING Clearstream 3 Commission 3 Common Stock 3 Company 3 Company Request 3 Conversion Event 3 Corporate Trust Office 3 Corporation 4 Coupon 4 Currency 4 CUSIP Number 4 Custodian 4 Defaulted Interest 4 Depository 4 Dollars 4 Euro 4 Euroclear 4 European Monetary System 4 European Union 5 Section 2.1 Agreement to Vote Event of Default 5 Section 2.2 Grant Foreign Currency 5 GAAP 5 Government Obligations 5 Guarantee 5 Guarantor 5 Holder 5 Indenture 5 Indexed Security 6 Interest Payment Date 6 Judgment Currency 6 Table of Proxy Contents Lien 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Maturity 6 New York Banking Day 6 Obligation 6 Office 6 Officer 6 Officers’ Certificate 6 Opinion of Counsel 6 Original Issue Discount Security 6 Outstanding 7 Section 3.1 Representations and Warranties Paying Agent 8 Person 8 Place of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y Payment 8 ARTICLE IV OTHER COVENANTS Predecessor Security 8 Principal Subsidiary 8 Redemption Date 8 Redemption Price 8 Registered Security 8 Regular Record Date 8 Required Currency 8 Responsible Officer 9 Section 4.1 Prohibition on Transfers of Company T Shares Securities Act 9 Section 4.2 Prohibition on Transfers of Company Y Shares Security 9 Section 4.3 Additional Shares Security Register 9 Special Record Date 9 Stated Maturity 9 Subsidiary 9 Trust Indenture Act 9 Trustee 9 United States 9 United States Alien 10 Vice President 10 Voting Stock 10 Section 4.4 Share Dividends, etc102. Compliance Certificates and Opinions. 10 Section 4.5 No Solicitation 103. Form of Documents Delivered to Trustee. 10 Section 4.6 No Inconsistent Agreements 10 104. Acts of Holders. 11 Section 4.7 105. Notices, Etc. to Trustee, Company and Guarantor. 12 Section 106. Notice to Holders of Securities; Waiver. 13 Section 107. Language of Notices. 14 Section 108. Conflict with Trust Indenture Act. 14 Section 109. Effect of Headings and Table of Contents. 14 Section 110. Successors and Assigns. 14 Section 111. Separability Clause. 14 Section 112. Benefits of Indenture. 14 Section 113. Governing Law. 15 Section 114. Business Days. 15 Table of Contents Section 115. Counterparts. 15 Section 116. Judgment Currency. 15 ARTICLE TWO SECURITIES FORMS 16 Section 201. Forms Generally. 16 Section 202. Form of Trustee’s Certificate of Authentication. 16 Section 203. Securities in Global Form. 16 ARTICLE THREE THE SECURITIES 17 Section 301. Amount Unlimited; Issuable in Series. 17 Section 302. Currency; Denominations. 21 Section 303. Execution, Authentication, Delivery and Dating. 21 Section 304. Temporary Securities. 23 Section 305. Registration, Transfer and Exchange. 24 Section 306. Mutilated, Destroyed, Lost and Stolen Securities. 27 Section 307. Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved. 28 Section 308. Persons Deemed Owners. 30 Section 309. Cancellation. 30 Section 310. Computation of Interest. 31 ARTICLE FOUR SATISFACTION AND DISCHARGE 31 Section 401. Satisfaction and Discharge. 31 Section 402. Defeasance and Covenant Defeasance. 32 Section 403. Application of Trust Money. 36 ARTICLE FIVE REMEDIES 37 Section 501. Events of Default. 37 Section 502. Acceleration of Maturity; Rescission and Annulment. 38 Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. 39 Section 504. Trustee may file proofs of claim. 40 Section 505. Trustee may Enforce Claims Without Possession of Securities or Coupons. 41 Section 506. Application of Money Collected. 41 Section 507. Limitations on Suits. 41 Section 508. Unconditional Right of Holders to Receive Principal and Any Premium, Interest and Additional Amounts. 42 Section 509. Restoration of Rights and Remedies. 42 Section 510. Rights and Remedies Cumulative. 42 Section 511. Delay or Omission not Waiver. 43 Section 512. Control by Holders of Securities. 43 Section 513. Waiver of Appraisal Past Defaults. 43 Section 514. Waiver of Stay or Extension Laws. 44 Section 515. Undertaking for Costs. 44 ARTICLE SIX THE TRUSTEE 44 Section 601. Certain Duties and Dissenters’ Responsibilities. 44 Table of Contents Section 602. Certain Rights 11 of Trustee. 45 Section 4.8 Documentation 603. Notice of Defaults. 47 Section 604. Not Responsible for Recitals or Issuance of Securities. 47 Section 605. May Hold Securities. 48 Section 606. Money Held in Trust. 48 Section 607. Compensation and Information 11 Reimbursement. 48 Section 4.9 Registration 608. Corporate Trustee Required; Eligibility. 49 Section 609. Resignation and Removal; Appointment of ADS 11 Successor. 49 Section 4.10 Further Assurances 11 610. Acceptance of Appointment by Successor. 51 Section 611. Merger, Conversion, Consolidation or Succession to Business. 52 Section 612. Appointment of Authenticating Agent. 52 ARTICLE V MISCELLANEOUS 12 SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 54 Section 5.1 Interpretation 12 701. Company to Furnish Trustee Names and Addresses of Holders. 54 Section 5.2 Termination 13 702. Preservation of Information; Communications to Holders. 54 Section 5.3 Governing Law 703. Reports by Trustee. 55 Section 704. Reports by Company. 55 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 56 Section 801. Company May Consolidate, etc., Only on Certain Terms. 56 Section 802. Successor Person Substituted for Company. 56 ARTICLE NINE SUPPLEMENTAL INDENTURES 57 Section 901. Supplemental Indentures without Consent of Holders. 57 Section 902. Supplemental Indentures with Consent of Holders. 59 Section 903. Execution of Supplemental Indentures. 60 Section 904. Effect of Supplemental Indentures. 60 Section 905. Reference in Securities to Supplemental Indentures. 60 Section 906. Conformity with Trust Indenture Act. 60 ARTICLE TEN COVENANTS 61 Section 1001. Payment of Principal, Any Premium, Interest and Venue 13 Additional Amounts. 61 Section 5.4 Notices 14 1002. Maintenance of Office or Agency. 61 Section 5.5 Amendment 14 1003. Money for Securities Payments to be Held in Trust. 62 Section 5.6 Extension1004. Additional Amounts. 63 Section 1005. Company Statement as to Compliance. 64 Section 1006. Limitation on Liens on Stock of the Principal Subsidiaries. 64 Section 1007. Waiver of Certain Covenants. 65 Section 1008. Existence; Waiver 15 Conduct of Business. 65 ARTICLE ELEVEN REDEMPTION OF SECURITIES 65 Section 5.7 Entire Agreement 15 1101. Applicability of Article. 65 Section 5.8 No Third-Party Beneficiaries 15 1102. Election to Redeem; Notice to Trustee. 65 Section 5.9 Severability 15 1103. Selection by Trustee of Securities to be Redeemed. 66 Section 5.10 Rules 1104. Notice of Construction 15 Redemption. 66 Table of Contents Section 5.11 Assignment 16 1105. Deposit of Redemption Price. 68 Section 5.12 Specific Performance 16 1106. Securities Payable on Redemption Date. 68 Section 5.13 Company T Shareholder Capacity 16 1107. Securities Redeemed in Part. 69 ARTICLE TWELVE SINKING FUNDS 69 Section 5.14 No Ownership Interest 16 1201. Applicability of Article. 69 Section 5.15 Costs 1202. Satisfaction of Sinking Fund Payments with Securities. 69 Section 1203. Redemption of Securities for Sinking Fund. 70 ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS 70 Section 1301. Applicability of Article. 70 ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES 71 Section 1401. Applicability of Article. 71 ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES 71 Section 1501. Purposes for Which Meetings may be Called. 71 Section 1502. Call, Notice and Expenses 16 Place of Meetings. 71 Section 5.16 Counterparts1503. Persons Entitled to Vote at Meetings. 72 Section 1504. Quorum; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Action. 72 Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy 1505. Determination of Voting Rights; Conduct and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENTAdjournment of Meetings. 73 Section 1506. Counting Votes and Recording Action of Meetings. 74 Table of Contents INDENTURE, dated as of March 11December 13, 2012 2007 (this the “AgreementIndenture”), by between CSX TRANSPORTATION, INC., a corporation duly organized and among Youku Inc., an exempted company with limited liability incorporated existing under the laws of the Cayman Islands Commonwealth of Virginia (hereinafter called the “Company YCompany”), having its principal executive office located at 500 Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, and the Person listed on Schedule 1 hereto The Bank of New York Trust Company N.A., a New York banking corporation (hereinafter called the “Company T ShareholderTrustee”), having its Corporate Trust Office located at 10000 Xxxxxxxxx Xxxxxxx, 0xx Xxxxx, Xxxxxxxxxxxx, XX 00000 (Attention: Florida Corporate).
Appears in 1 contract
Samples: Indenture (CSX Corp)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1. Interpretation 1 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section Definitions 1 1.2 Rules of Construction 12 2. Corporate Governance 13 2.1 Agreement to Vote 5 Section Board 13 2.2 Other Activities of the Stockholders; Fiduciary Duties 15 2.3 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 15 2.4 Observer Rights 15 2.5 Outside Directors 16 2.6 Board Meetings 16 2.7 Audit and Compensation Committees 16 2.8 Significant Actions 17 3. Issuance of Securities 18 3.1 Representations Issuances of Capital Stock or Common Stock Equivalents 18 3.2 Issuances of Employee Incentive Securities 18 3.3 Preemptive Rights 18 4. Transfers of Securities and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition Limitations on Transfers 21 4.1 Restrictions on Transfer 21 4.2 Restrictive Legends 21 4.3 Notice of Company T Shares 9 Section 4.2 Prohibition on Proposed Transfers 22 4.4 Termination of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share DividendsCertain Restrictions 23 4.5 Exempt Transfers 23 4.6 Sales by Minority Stockholders 24 4.7 Certain Third Party Sales 25 4.8 Rights of First Refusal – Onex and OMERS 25 4.9 Tag Along Rights 27 4.10 Drag Along Rights 28 4.11 Involuntary Transfers 31 4.12 General Provisions Relating to Certain Sales of Securities 35 4.13 All Stockholders to Be Bound 37 4.14 Certain Events Not Deemed Transfers 37 4.15 Transfer and Exchange 37 4.16 Replacement Securities 37 5. Public Offerings 38 5.1 Qualified IPO 38 5.2 Secondary Offering in Connection with Qualified IPO 38 5.3 Demand Registrations 38 5.4 Piggyback Registrations 41 5.5 Holdback Agreement 42 5.6 Registration Procedures 43 5.7 Suspension of Dispositions 46 5.8 Registration Expenses 47 5.9 Indemnification 47 5.10 Further Assurances 50 6. Option By Certain Unaccredited Stockholders 50 6.1 Grant of Option 50 6.2 Option Transaction 51 6.3 Exercise of Option 51 6.4 Closing 51 6.5 Exercise Price 52 6.6 Assignment of Option 52 7. Confidentiality, etcNon-Competition and Non-Solicitation 52 7.1 Acknowledgement 52 7.2 Covenants 52 7.3 Exceptions 54 7.4 Reasonable Restrictions 55 8. 10 Section 4.5 Miscellaneous 55 8.1 Implementation 55 8.2 Notices 55 8.3 Successors and Assigns 56 8.4 Remedies 57 8.5 Termination 57 8.6 Legal Holidays 57 8.7 Governing Law 57 8.8 Severability 57 8.9 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver Waivers; Amendments 57 8.10 Currency 58 8.11 Sections and Headings 58 8.12 Entire Agreement 58 8.13 Duplicate Originals 58 8.14 Time of Appraisal Essence 58 8.15 Number and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Gender 58 8.16 Ceasing to Be a Party 58 8.17 Change in Securities 58 8.18 Securities Subsequently Acquired 59 8.19 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER Securities 59 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT VOTING AGREEMENT, (this “Stockholders Agreement”) dated as of March 11August 15, 2012 (this “Agreement”)2000, is entered into by and among Youku Inc.ClientLogic Corporation, an exempted company with limited liability incorporated under a Delaware corporation, formerly known as CustomerONE Holding Corporation (including its successors, the laws of the Cayman Islands (“Company YCorporation”), and the Person securityholders listed on Schedule 1 hereto (the “Company T Shareholder”)A attached hereto, including those who subsequently are listed on Schedule A as a result of executing a Joinder Agreement.
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 DEFINITIONS 1 ARTICLE II VOTING 5 PURCHASE AND SALE 8 Section 2.1 Agreement to Vote 5 2.01 Purchase and Sale of Assets 8 Section 2.2 Grant of Proxy 6 2.02 Excluded Assets 9 Section 2.03 Assumed Liabilities 10 Section 2.04 Excluded Liabilities 10 Section 2.05 Purchase Price 10 Section 2.06 Reserved 11 Section 2.07 Non-Assignable Assets 11 Section 2.08 Earn-Out Consideration 12 ARTICLE III CLOSING 12 Section 3.01 Closing 13 Section 3.02 Closing Deliverables 13 ARTICLE IV REPRESENTATIONS AND WARRANTIES 7 OF SELLER 14 Section 3.1 4.01 Organization and Authority of Seller 14 Section 4.02 No Conflicts; Consents 14 Section 4.03 Financial Statements 14 Section 4.04 Absence of Certain Changes, Events and Conditions 15 Section 4.05 Assigned Contracts 15 Section 4.06 Title to Tangible Personal Property 15 Section 4.07 Ownership and Sufficiency of Assets 15 Section 4.08 Intentionally Left Blank 15 Section 4.09 Intellectual Property 15 Section 4.10 Legal Proceedings; Governmental Orders 16 Section 4.11 Compliance with Laws; Permits 16 Section 4.12 Employee Benefit Programs 16 Section 4.13 Labor and Employment Matters 18 Section 4.14 [Intentionally Left Blank] 19 Section 4.15 Insurance 19 Section 4.16 Related Party Transactions 20 Section 4.17 Material Customers: Material Suppliers 20 Section 4.18 Taxes and Tax Returns 20 Section 4.19 No Undisclosed Liabilities 21 Section 4.20 Material Contracts 21 Section 4.21 Books and Records 22 Section 4.22 Brokers 22 Section 4.23 No Other Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 22 ARTICLE V MISCELLANEOUS 12 REPRESENTATIONS AND WARRANTIES OF BUYER 23 Section 5.1 Interpretation 12 5.01 Organization and Authority of Buyer 23 Section 5.2 Termination 13 5.02 No Conflicts; Consents 23 Section 5.3 Governing Law and Venue 13 5.03 Solvency; Sufficiency of Funds 23 Section 5.4 Notices 14 5.04 Legal Proceedings 23 Section 5.5 Amendment 14 5.05 SEC Filings 23 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).5.06 Brokers 24
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 1 DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 1.01 Definitions 2 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 1.02 Other Definitions 7 Section 3.1 Representations 1.03 Incorporation by Reference of Trust Indenture Act 7 Section 1.04 Rules of Construction 7 ARTICLE 2 THE SECURITIES 8 Section 2.01 Issuable in Series 8 Section 2.02 Establishment of Terms of Series of Securities 8 Section 2.03 Execution and Warranties Authentication 11 Section 2.04 Registrar and Paying Agent 11 Section 2.05 Paying Agent to Hold Money in Trust 12 Section 2.06 Holder Lists 12 Section 2.07 Transfer and Exchange 13 Section 2.08 Replacement Securities 13 Section 2.09 Outstanding Securities 13 Section 2.10 Treasury Securities 14 Section 2.11 Temporary Securities 14 Section 2.12 Cancellation 14 Section 2.13 Persons Deemed Owners 15 Section 2.14 Defaulted Interest 15 Section 2.15 Global Securities 15 Section 2.16 CUSIP Numbers 16 ARTICLE 3 REDEMPTION 17 Section 3.01 Notices to Trustee 17 Section 3.02 Selection of Securities to be Redeemed 17 Section 3.03 Notice of Redemption 18 Section 3.04 Effect of Notice of Redemption 18 Section 3.05 Deposit of Redemption Price 19 Section 3.06 Securities Redeemed in Part 19 ARTICLE 4 COVENANTS 19 Section 4.01 Payment of Securities 19 Section 4.02 Reports 19 Section 4.03 Compliance Certificate 20 Section 4.04 Stay, Extension and Usury Laws 21 Section 4.05 Corporate Existence 21 ARTICLE 5 SUCCESSORS 21 Section 5.01 Merger, Consolidation, or Sale of Assets 21 Section 5.02 Successor Corporation Substituted 22 ARTICLE 6 DEFAULTS AND REMEDIES 23 Section 6.01 Events of Default 23 Section 6.02 Acceleration 24 Section 6.03 Collection of Suit by Trustee 24 Section 6.04 Trustee May File Proofs of Claim 24 Section 6.05 Trustee May Enforce Claims Without Possession of Securities 25 Section 6.06 Application of Money Collected 25 Section 6.07 Limitation on Suits 25 Section 6.08 Unconditional Right of Holders to Receive Principal and Interest 26 Section 6.09 Restoration of Rights and Remedies 26 Section 6.10 Rights and Remedies Cumulative 26 Section 6.11 Delay or Omission Not Waiver 27 Section 6.12 Control by Holders 27 Section 6.13 Waiver of Past Defaults 27 Section 6.14 Undertaking for Costs 27 ARTICLE 7 TRUSTEE 28 Section 7.01 Duties of Trustee 28 Section 7.02 Rights of Trustee 29 Section 7.03 Individual Rights of Trustee 30 Section 7.04 Trustee’s Disclaimer 30 Section 7.05 Notice of Defaults 31 Section 7.06 Reports by Trustee to Holders of the Company T Shareholder 7 Securities 31 Section 3.2 Representations 7.07 Compensation and Warranties Indemnity 31 Section 7.08 Replacement of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Trustee 32 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends7.09 Successor Trustee by Merger, etc. 33 Section 7.10 Eligibility; Disqualification 33 Section 7.11 Preferential Collection of Claims Against Company 33 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 33 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance 33 Section 8.02 Legal Defeasance and Discharge 34 Section 8.03 Covenant Defeasance 34 Section 8.04 Conditions to Legal or Covenant Defeasance 35 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions 36 Section 8.06 Repayment to Company 37 Section 8.07 Reinstatement 37 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER 38 Section 9.01 Without Consent of Holders of Securities 38 Section 9.02 With Consent of Holders of Securities 39 Section 9.03 Compliance with Trust Indenture Act 40 Section 9.04 Revocation and Effect of Consents 40 Section 9.05 Notation on or Exchange of Securities 41 Section 9.06 Trustee to Sign Amendments, etc. 41 ARTICLE 10 SECURITY GUARANTEES 41 Section 4.5 10.01 Security Guarantees 41 Section 10.02 Limitation on Guarantor Liability 42 Section 10.03 Execution and Delivery of Security Guarantee 43 Section 10.04 Releases 43 ARTICLE 11 SATISFACTION AND DISCHARGE 44 Section 11.01 Satisfaction and Discharge 44 Section 11.02 Application of Trust Money 45 ARTICLE 12 MISCELLANEOUS 45 Section 12.01 Trust Indenture Act Controls 45 Section 12.02 Notices 45 Section 12.03 Communication by Holders with Other Holders 47 Section 12.04 Certificate and Opinion as to Conditions Precedent 47 Section 12.05 Statements Required in Certificate or Opinion 47 Section 12.06 Rules by Trustee and Agents 47 Section 12.07 No Solicitation 10 Personal Liability of Directors, Officers, Employees and Stockholders 48 Section 4.6 No Inconsistent Agreements 10 12.08 Counterparts 48 Section 4.7 12.09 Legal Holidays 48 Section 12.10 Governing Laws 48 Section 12.11 Waiver of Appraisal and Dissenters’ Rights 11 Jury Trial 48 Section 4.8 Documentation and Information 11 12.12 No Adverse Interpretation of Other Agreements 48 Section 4.9 Registration 12.13 Successors 48 Section 12.14 Severability 49 Section 12.15 Table of ADS 11 Contents, Headings, Etc. 49 Section 4.10 Further Assurances 11 12.16 Securities in a Foreign Currency or in ECU 49 Section 12.17 Judgment Currency 50 Section 12.18 Force Majeure 50 Section 12.19 U.S.A. Patriot Act 50 Section 12.20 Beneficiaries of this Indenture 51 ARTICLE V MISCELLANEOUS 12 13 SINKING FUNDS 51 Section 5.1 Interpretation 12 13.01 Applicability of Article 51 Section 5.2 Termination 13 13.02 Satisfaction of Sinking Fund Payments with Securities 51 Section 5.3 Governing Law and Venue 13 13.03 Redemption of Securities for Sinking Fund 52 EXHIBITS Exhibit A Form of Notation of Guarantee CROSS-REFERENCE TABLE* Trust Indenture Act Section 5.4 Notices 14 Indenture Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 310(a)(1) 7.10 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).a)(2) 7.10
Appears in 1 contract
Samples: Indenture (MetroPCS Finance, Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties Article 1. Preamble 1 Article 2. Recognition 1 Article 3. Management Rights 2 Article 4. Continuity of the Company T Shareholder 7 Section 3.2 Representations Operations 2 Article 5. General Provisions 3 Article 6. Union Security 5 Article 7. Union Representation 8 Article 8. Grievance Procedure 11 Article 9. Arbitration 15 Article 10. Disciplinary Measures 20 Article 11. Seniority 23 Article 12. Probationary Period 28 Article 13. Job Postings 28 Article 14. Temporary Vacancies 29 Article 15. Layoffs and Warranties Recalls 29 Article 16. Hours and Work Week 29 Article 17. Overtime 39 Article 18. General Holidays 43 Article 19. Annual Vacations 47 Article 20. Special Leaves 53 Article 21. Payment of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Wages 56 Article 22. Health and Safety at Work 58 Article 23. Workplace Accidents 60 Article 24. Medical Examinations 62 Article 25. Vehicle Accidents 65 Article 26. Benefits Program 67 Article 27. Personal Days 69 Article 28. Sub-Contracting and Purchase-Merger 72 Article 29. Miscellaneous 74 Article 30. Interpretation 76 Article 31. Duration and Renewal 77 Appendix A. Wages and Premiums 79 Appendix B. Calculation of Company T Shares 9 Section 4.2 Prohibition on Transfers Seniority 131 Appendix C. Functional Groups and Classifications 132 Appendix D. Appendix E. Letters of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share DividendsUnderstanding Provisions Relating to Owner/Operators in the 134 Province of Manitoba 151 Appendix F. Linehaul 183 Appendix G. Ontario Hub 184 Appendix H. Air Division 190 Appendix I. Vehicle Mechanics 192 Appendix J. Accident Policy and Procedure 196 Appendix K. Provisions Relating to the Province of Quebec 206 Appendix L. Provisions Relating to the Atlantic, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver Ontario and Prairie Provinces 248 Appendix M. Provisions Relating to the Province of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration British Columbia 000 Xxxxxxxx X. Provisions Relating to Owner/Operators in the Province of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules Saskatchewan 315 Appendix O. Provisions Relating to Owner/Operators in the Province of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Alberta 347
Appears in 1 contract
Samples: www.sdc.gov.on.ca
TABLE OF CONTENTS. Page ARTICLE I GENERAL Section 1 Definitions 12 Section 2 Program Roles 14 Section 3 Program Documents 15 Section 1.1 Defined Terms 3 ARTICLE II VOTING 4 Outline of Validation and Testing Procedures 16 Section 5 Use of Logo 19 Section 2.1 Agreement to Vote 5 6 Noncompliance 20 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Challenge Procedure 21 Section 3.1 Representations 8 Procedure for Private Labeling Products 22 Section 9 Financing 23 Section 10 Interpretation Procedures 23 Section 11 Product Recalls and Warranties of the Company T Shareholder 7 Modifications 23 Section 3.2 Representations and Warranties 12 Change in Ownership of Company Y 8 ARTICLE IV OTHER COVENANTS 9 or Product Line 24 Section 4.1 Prohibition on Transfers 13 Forms 25 XXXXX Surfacing Sample Selection Receipt (Form XXXXX 02s) 26 Corrective Action Request (CAR) (Form XXXXX 03s) 27 XXXXX Inspection Form (Form XXXXX 04s) (four pages) 28 ASTM F2075 for EWF (Form 05s – page 1) 32 Data Log for Tramp Metal Testing (Form XXXXX 05s - page 2) 33 Sieve Analysis Data Sheet, ASTM F2075 (Form XXXXX 06s) 34 Manufacturing Location Test Request (Form XXXXX 07s) 35 XXXXX Certification Challenge Form (Form XXXXX 08s) 36 Request for Validation (Form XXXXX 09s) 37 Procedure and Data Log for Section of Company T Shares 9 ASTM F3012 Tramp Metals Test Data Sheet (Form XXXXX 10s) (two pages) 38 Sieve Analysis Data Sheet, ASTM F3012 (for Rubber Nuggets) (Form XXXXX 11s) 40 Sieve Analysis Data Sheet, ASTM F3012 (for Rubber Buffings) (Form XXXXX 12s) 41 Section 4.2 Prohibition on Transfers 14 Addenda 42 Addendum 1 Required Test Equipment for Sieve Analysis Test/Suggested Equipment Source(s) 43 Addendum 2 Additional Requirements for Engineered Wood Fiber, (EWF) 44 Addendum 3 Additional Requirements for Field Manufactured Unitary (Poured in Place [PIP] 46 Addendum 4 Additional Requirements for Loose Fill Rubber, (LFR) 49 Appendix B Certification Program Logo(s) and Approved Descriptive Verbiage Use 51 Appendix C Fee Schedule 54 SECTION 1 – DEFINITIONS The following definitions are applicable to this Procedural Guide: Administrator: A person or organization designated by the sponsor of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver a Certification program to perform the administrative duties required to manage the affairs of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”)that program.
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE Article I GENERAL PURCHASE AND SALE OF COMMON STOCK 1 Section 1.1 Purchase and Sale of Stock 1 Section 1.2 Effective Date; Settlement Dates 1 Section 1.3 Reservation of Common Stock 2 Section 1.4 Current Report; Prospectus Supplement 2 Article II FIXED REQUEST TERMS; OPTIONAL AMOUNT 3 Section 1.1 Defined Terms 2.1 Fixed Request Notice 3 ARTICLE II VOTING Section 2.2 Discount Price 4 Section 2.3 Share Calculation 4 Section 2.4 Limitation of Fixed Requests 4 Section 2.5 Reduction of Commitment 5 Section 2.1 Agreement to Vote 2.6 Below Floor Price 5 Section 2.2 Grant 2.7 Purchaser Confirmation; Settlement 5 Section 2.8 Reduction of Proxy Pricing Period 6 ARTICLE Section 2.9 Optional Amount 7 Section 2.10 Calculation of Optional Amount Shares 8 Section 2.11 Exercise of Optional Amount 8 Section 2.12 Blackout Periods 8 Section 2.13 Commitment Shares 9 Article III REPRESENTATIONS AND WARRANTIES 7 OF THE INVESTOR 10 Section 3.1 Representations Organization and Warranties Standing of the Investor 10 Section 3.2 Authorization and Power 10 Section 3.3 No Conflicts 11 Section 3.4 Information 11 Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 11 Section 4.1 Organization, Good Standing and Power 12 Section 4.2 Authorization, Enforcement 12 Section 4.3 Capitalization 12 Section 4.4 Issuance of Securities 13 Section 4.5 No Conflicts 13 Section 4.6 Commission Documents, Financial Statements 13 Section 4.7 Subsidiaries 15 Section 4.8 No Material Adverse Effect 15 Section 4.9 No Undisclosed Liabilities 15 Section 4.10 No Undisclosed Events or Circumstances 15 Section 4.11 Indebtedness 15 Section 4.12 Title To Assets 16 Section 4.13 Actions Pending 16 Section 4.14 Compliance With Law 17 Section 4.15 Certain Fees 17 Section 4.16 Operation of Business 17 Section 4.17 Environmental Compliance 18 Section 4.18 Material Agreements 19 Section 4.19 Transactions With Affiliates 19 Section 4.20 Securities Act 20 Section 4.21 Employees 21 Section 4.22 Use of Proceeds 22 Section 4.23 Investment Company Act Status 22 Section 4.24 ERISA 22 Section 4.25 Taxes 22 Section 4.26 Insurance 23 Section 4.27 U.S. Real Property Holding Corporation 23 Section 4.28 Listing and Maintenance Requirements; DTC Eligibility 23 Section 4.29 Foreign Corrupt Practices Act 23 Section 4.30 Money Laundering Laws 23 Section 4.31 OFAC 24 Section 4.32 Manipulation of Price 24 Section 4.33 Acknowledgement Regarding Investor's Acquisition of Securities 24 Section 4.34 Foreign Private Issuer.. 24 Article V COVENANTS 24 Section 5.1 Securities Compliance; FINRA Filing 25 Section 5.2 Registration and Listing 26 Section 5.3 Compliance with Laws. 26 Section 5.4 Due Diligence 27 Section 5.5 Limitations on Holdings and Issuances 27 Section 5.6 Subsequent Issuances; No Exchanges; No Frustration and Other Financings. 28 Section 5.7 Stop Orders 32 Section 5.8 Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. 33 Section 5.9 Prospectus Delivery 34 Section 5.10 Selling Restrictions. 35 Section 5.11 Effective Registration Statement 35 Section 5.12 Non-Public Information 36 Section 5.13 Broker/Dealer 36 Section 5.14 Earnings Statement 37 Section 5.15 Disclosure Schedule. 37 Article VI OPINION OF COUNSEL AND CERTIFICATE; CONDITIONS TO THE SALE AND PURCHASE OF THE SHARES 37 Section 6.1 Issuance of Initial Commitment Shares; Opinion of Counsel; Certificate 37 Section 6.2 Conditions Precedent to the Obligation of the Company T Shareholder 7 38 Section 3.2 Representations 6.3 Conditions Precedent to the Obligation of the Investor 39 Article VII TERMINATION 42 Section 7.1 Term, Termination by Mutual Consent 42 Section 7.2 Other Termination 43 Section 7.3 Effect of Termination 44 Article VIII INDEMNIFICATION 45 Section 8.1 General Indemnity. 45 Section 8.2 Indemnification Procedures 47 Article IX MISCELLANEOUS 48 Section 9.1 Fees and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Expenses. 48 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends9.2 Specific Enforcement, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Consent to Jurisdiction, Waiver of Appraisal Jury Trial. 49 Section 9.3 Entire Agreement; Amendment 50 Section 9.4 Notices 50 Section 9.5 Waivers 51 Section 9.6 Headings; Construction 51 Section 9.7 Successors and Dissenters’ Rights 11 Assigns 51 Section 4.8 Documentation and Information 11 9.8 Governing Law 52 Section 4.9 Registration of ADS 11 9.9 Survival 52 Section 4.10 9.10 Counterparts 52 Section 9.11 Publicity 52 Section 9.12 Severability 53 Section 9.13 No Third Party Beneficiaries 53 Section 9.14 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER 53 Annex A. Definitions COMMON STOCK PURCHASE AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING This COMMON STOCK PURCHASE AGREEMENT, dated made and entered into as of March 11, 2012 the 17th day of February 2017 (this “"Agreement”"), by and among Youku Inc.between Kalani Investments Limited, an exempted a company with limited liability incorporated organized and existing under the laws of the Cayman British Virgin Islands (“Company Y”together with its investment managers and investment advisors, the "Investor"), DryShips Inc., a corporation organized and existing under the Person listed on Schedule 1 hereto laws of the Republic of the Xxxxxxxx Islands (the “Company T Shareholder”"Company") and, solely with respect to Section 2.14, Xxxxxxx Ventures Limited, a company organized and existing under the laws of the British Virgin Islands ("Xxxxxxx"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 1. Basic Understandings and Purpose 1 Section 2.1 Agreement 2. Precedent to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Effectiveness 7 Section 3.1 Representations 3. Effective Date and Warranties Term 12 Section 4. Participating Shares 14 Section 5. Relationship among Participants 16 Section 6. Project Control and Advisory Committee 16 Section 7. Design and Construction of the Company T Shareholder 7 Transmission Facilities 19 Section 3.2 Representations 8. Operation and Warranties Maintenance of Company Y 8 ARTICLE IV OTHER COVENANTS 9 the Transmission Facilities 20 Section 4.1 Prohibition 9. New Hampshire Hydro Relationship to Participants 21 Section 10. Payment for Preliminary Costs 21 Section 11. Transmission and Other Services 22 Section 12. Support Charge 22 Section 13. Payments 27 Section 14. Character of Payment Obligations 29 Section 15. Default 31 Section 16. Delay, Suspension, Termination, Cancellation, or Shutdown 34 Section 17. Termination by New Hampshire Hydro 36 Section 18. Debt Service Fund 38 Section 19. Cash Deficiency Commitment 38 Section 20. Miscellaneous 39 Section 21. Refund of Gain on Transfers Sale or Other Disposition of Company T Transmission Facilities 45 Section 1. Basic Understandings and Purpose 66 Section 2. Conditions Precedent to Effectiveness 70 Section 3. Effective Date and Term 73 Section 4. Equity Sponsor Qualification 73 Section 5. Equity Shares 9 75 Section 4.2 Prohibition 6. Relationship Among Equity Sponsors 77 Section 7. Equity Contribution 77 Section 8. Cash Deficiency Guarantee 80 Section 9. Acceptance of Participating Shares 82 Section 10. Character of Payment Obligations 83 Section 11. Default 84 Section 12. Restrictions on Transfers Transfer of Company Y Common Stock 85 Section 13. Dividends on Common Stock 85 Section 14. Restrictions on Dividends. Return of Capital and Repurchase of Common Stock 85 Section 15. Certain Actions of New Hampshire Hydro 86 Section 16. Miscellaneous 86 96078646.2 Signatures X Schedule I - VELCO 139 Schedule II - MMWEC 141 Attachment A - Kilowatthour Loads X Attachment B - Description of Transmission Facilities X Attachment C - Documentation X Attachment E - Subscription Process for Determining Initial Participating Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver X Attachment F - Credit Enhancement Charge X Exhibit G - Form of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Equity Funding Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER X 96078646.2 PHASE II NEW HAMPSHIRE TRANSMISSION FACILITIES SUPPORT AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING This AGREEMENT VOTING AGREEMENT, dated as of March 11June 1, 2012 1985, is between New England Hydro-Transmission Corporation (New Hampshire Hydro) and the New England utilities listed in Attachment A hereto. Those New England utilities that have executed this “Agreement”Agreement and meet the further conditions for participation hereunder are hereinafter referred to as Participants or individually as a Participant. The Participants, each of which is a member of the New England Power Pool (NEPOOL), by are sometimes referred to collectively herein, but their rights and among Youku Inc., an exempted company with limited liability incorporated under the laws obligations hereunder are several and not joint as described in Section 5 hereof. In consideration of the Cayman Islands (“Company Y”)premises, the concurrent execution of the other Basic Agreements hereinafter referred to, the mutual covenants hereinafter and therein set forth, and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).other good and valuable consideration, receipt whereof is hereby acknowledged, it is hereby agreed as follows:
Appears in 1 contract
Samples: Transmission Facilities Support Agreement (Public Service Co of New Hampshire)
TABLE OF CONTENTS. Page ARTICLE Article I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE Definitions 1 Article II VOTING 5 Purchase and Sale 11 Section 2.1 Agreement to Vote 5 Closing 11 Section 2.2 Grant Payment of Proxy 6 ARTICLE Purchase Price 11 Section 2.3 Post-Closing Adjustment 12 Article III REPRESENTATIONS AND WARRANTIES 7 Representations and Warranties of Seller 16 Section 3.1 Organization 16 Section 3.2 Authorization; Enforceability 16 Section 3.3 No Violation or Conflict 16 Section 3.4 No Consents 17 Section 3.5 Title of the Interests 17 Section 3.6 Litigation 17 Section 3.7 Fees and Expenses of Brokers and Others 17 Article IV Representations and Warranties of the Company T Shareholder 7 17 Section 3.2 4.1 Organization 17 Section 4.2 Authorization; Enforceability 18 Section 4.3 No Violation or Conflict 18 Section 4.4 No Consents 18 Section 4.5 Capitalization 19 Section 4.6 Subsidiaries 19 Section 4.7 Litigation 20 Section 4.8 Title to Assets 20 Section 4.9 Material Contracts 20 Section 4.10 Government Contracts 22 Section 4.11 Financial Statements 23 Section 4.12 Absence of Undisclosed Liabilities 24 Section 4.13 Real Property 24 Section 4.14 Intellectual Property 25 Section 4.15 Insurance 26 Section 4.16 Tax Matters 27 Section 4.17 Compliance with Law 28 Section 4.18 Environmental Matters 28 Section 4.19 Labor Matters 29 Section 4.20 Absence of Certain Changes 30 Section 4.21 Employee Benefit Plans 30 Section 4.22 Bank Accounts 33 Section 4.23 Affiliate Transactions 33 Section 4.24 Governmental Authorizations 33 Section 4.25 Fees and Expenses of Brokers and Others 33 Section 4.26 Foreign Operations and Export Control 34 Section 4.27 Top Customers and Suppliers 34 Exhibit 2.1 Section 4.28 Warranty and Liability 35 Section 4.29 Gross Profit and Gross Margin 35 Article V Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Buyer 35 Section 5.1 Interpretation 12 Organization 35 Section 5.2 Termination 13 Authorization; Enforceability 36 Section 5.3 Governing Law and Venue 13 No Violation or Conflict 36 Section 5.4 Notices 14 No Consents 36 Section 5.5 Amendment 14 Litigation 36 Section 5.6 Extension; Waiver 15 Fees and Expenses of Brokers and Others 36 Section 5.7 Entire Agreement 15 Investment Representations 36 Section 5.8 No Third-Party Beneficiaries 15 Financing 37 Section 5.9 Severability 15 Absence of Certain Changes or Events 38 Section 5.10 Rules Solvency; No Fraudulent Conveyance 38 Article VI Covenants and Other Matters Pending the Closing 38 Section 6.1 Operation of Construction 15 Business 38 Section 5.11 Assignment 16 6.2 Access 40 Section 5.12 Specific Performance 16 6.3 Cooperation; Consents and Approvals 41 Section 5.13 Company T Shareholder Capacity 16 6.4 Insurance Policy 43 Section 5.14 6.5 Notice of Material Developments 44 Section 6.6 Exclusive Dealing 44 Section 6.7 Non-Solicitation 44 Section 6.8 Buyer Actions 45 Section 6.9 Meeting Conditions to Close 45 Section 6.10 Section 280G 45 Section 6.11 Financing Cooperation 45 Section 6.12 Financing 47 Section 6.13 Financing Statement Delivery 49 Section 6.14 Settlement of Springerville Action 50 Section 6.15 Acquisition of Assets 50 Section 6.16 Unison Mortgage 50 Article VII Conditions Precedent to the Obligation of Buyer 51 Section 7.1 Representations and Warranties 51 Section 7.2 Covenants and Agreements 51 Section 7.3 Governmental Requirements; Governmental Orders 51 Section 7.4 Deliveries at Closing 51 Section 7.5 No Ownership Interest 16 Material Adverse Effect 52 Section 5.15 Costs 7.6 Financial Statement Deliveries 52 Article VIII Conditions Precedent to the Obligations of Seller 53 Section 8.1 Representations and Expenses 16 Warranties 53 Section 5.16 Counterparts8.2 Covenants and Agreements 53 Section 8.3 Governmental Requirements; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Governmental Orders 53 Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy 8.4 Deliveries at Closing 53 Exhibit 2.1 Article IX Survival of Representations and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Warranties 54 Section 9.1 Survival 54 Section 9.2 Sole Remedy 54
Appears in 1 contract
Samples: Purchase and Sale Agreement (Infrastructure & Energy Alternatives, Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Definitions 1 SECTION 1.01 Defined Terms 3 1 SECTION 1.02 Classification of Loans and Borrowings 21 SECTION 1.03 Terms Generally 22 SECTION 1.04 Accounting Terms; GAAP 22 SECTION 1.05 Designation of Lead Borrower as Agent for Borrower 22 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant The Loans 23 SECTION 2.01 Commitments 23 SECTION 2.02 Loans and Borrowings 24 SECTION 2.03 Requests for Revolving Borrowings 24 SECTION 2.04 Increase of Proxy 6 Commitments 25 SECTION 2.05 Reduction of Commitments 27 SECTION 2.06 Funding of Borrowings 28 SECTION 2.07 Interest Elections 29 SECTION 2.08 Intentionally Omitted 30 SECTION 2.09 Repayment of Loans; Evidence of Debt 30 SECTION 2.10 Prepayment of Loans 30 SECTION 2.11 Fees 31 SECTION 2.12 Interest 31 SECTION 2.13 Alternate Rate of Interest 32 SECTION 2.14 Increased Costs 33 SECTION 2.15 Break Funding Payments 34 SECTION 2.16 Taxes 34 SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 36 SECTION 2.18 Defaulting Lenders 37 SECTION 2.19 Mitigation Obligations; Replacement of Lenders 39 SECTION 2.20 Extension 39 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the 41 SECTION 3.01 Organization; Powers 41 SECTION 3.02 Authorization; Enforceability 41 SECTION 3.03 Governmental Approvals; No Conflicts 41 SECTION 3.04 Financial Condition; No Material Adverse Change 42 SECTION 3.05 Properties 42 SECTION 3.06 Intellectual Property 43 SECTION 3.07 Litigation and Environmental Matters 44 SECTION 3.08 Compliance with Laws and Agreements 46 SECTION 3.09 Investment and Holding Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 Status 46 SECTION 3.10 Taxes 46 SECTION 3.11 ERISA 46 SECTION 3.12 Disclosure 46 SECTION 3.13 Insurance 47 SECTION 3.14 Margin Regulations 47 SECTION 3.15 Subsidiaries; REIT Qualification 47 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Conditions 47 SECTION 4.01 Effective Date 47 SECTION 4.02 Each Credit Event 48 ARTICLE V Affirmative Covenants 49 SECTION 5.01 Financial Statements; Ratings Change and Other Information 49 SECTION 5.02 Financial Tests 50 SECTION 5.03 Notices of Company T Shares 9 Section 4.2 Prohibition on Transfers Material Events 51 SECTION 5.04 Existence; Conduct of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver Business 51 SECTION 5.05 Payment of Appraisal Obligations 52 SECTION 5.06 Maintenance of Properties; Insurance 52 SECTION 5.07 Books and Dissenters’ Records; Inspection Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration 54 SECTION 5.08 Compliance with Laws 55 SECTION 5.09 Use of ADS 11 Section 4.10 Proceeds 55 SECTION 5.10 Fiscal Year 55 SECTION 5.11 Environmental Matters 55 SECTION 5.12 Property Pool 56 SECTION 5.13 Further Assurances 11 57 SECTION 5.14 Parent Covenants 57 SECTION 5.15 Partial Releases 58 SECTION 5.16 OFAC 58 SECTION 5.17 Qualified ECP Party. Each Borrower and the Guarantor is a Qualified ECP Party 59 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law VI Negative Covenants 59 SECTION 6.01 Liens 59 SECTION 6.02 Fundamental Changes 59 SECTION 6.03 Investments, Loans, Advances and Venue 13 Section 5.4 Acquisitions 60 SECTION 6.04 Hedging Agreements 61 SECTION 6.05 Restricted Payments 61 SECTION 6.06 Transactions with Affiliates 62 SECTION 6.07 Parent Negative Covenants 62 SECTION 6.08 Restrictive Agreements 62 SECTION 6.09 Indebtedness 62 SECTION 6.10 Management Fees 63 ARTICLE VII Events of Default 63 ARTICLE VIII The Administrative Agent 66 ARTICLE IX Miscellaneous 68 SECTION 9.01 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension68 SECTION 9.02 Waivers; Amendments 68 SECTION 9.03 Expenses; Indemnity; Damage Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs 70 SECTION 9.04 Successors and Expenses 16 Section 5.16 Assigns 71 SECTION 9.05 Survival 74 SECTION 9.06 Counterparts; Effectiveness 17 EXHIBIT Integration; Effectiveness; Joint and Several 75 SECTION 9.07 Severability 76 SECTION 9.08 Right of Setoff 76 SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process 76 SECTION 9.10 WAIVER OF JURY TRIAL 77 SECTION 9.11 Headings 78 SECTION 9.12 Confidentiality 78 SECTION 9.13 Interest Rate Limitation 78 SECTION 9.14 USA PATRIOT Act 79 SCHEDULES: Schedule 2.0 – Commitments Schedule 3.05(e) – Earthquake or Seismic Area Schedule 3.07 – Litigation Disclosure Schedule 3.1 – Subsidiaries Schedule 5.1 – Pool Schedule IPA – Initial Pool Assets EXHIBITS: Exhibit A JOINDER – Form of Assignment and Acceptance Exhibit B-1 – Form of Compliance Certificate Exhibit B-2 – Form of Release Compliance Certificate Exhibit C – Form of Guaranty Exhibit D – Form of Note Exhibit E – Form of Borrowing Request/Interest Rate Election Exhibit F – Joinder Agreement Exhibit G – Form of Borrowing Base Certificate CREDIT AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING THIS CREDIT AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”)) dated as of the 31st day of July, 2014 by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands each Borrower (“Company Y”as defined herein), the Lenders (as defined herein) and the Person listed on Schedule 1 hereto KeyBank as Administrative Agent (the “Company T Shareholder”as defined herein).
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Growth Trust, Inc.)
TABLE OF CONTENTS. (continued) Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Ownership of Borrower; Subsidiaries 66 Section 4.4 Share Dividends, etc. 10 Financial Statements 67 Section 4.5 No Solicitation 10 Material Adverse Change 67 Section 4.6 No Inconsistent Agreements 10 Solvency 67 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Litigation 67 Section 4.8 Documentation and Information 11 Taxes 68 Section 4.9 Registration of ADS 11 Full Disclosure 68 Section 4.10 Further Assurances 11 ARTICLE Margin Regulations 69 Section 4.11 No Burdensome Restrictions; No Defaults 69 Section 4.12 Investment Company Act; Public Utility Holding Company Act 69 Section 4.13 Use of Proceeds 69 Section 4.14 Insurance 70 Section 4.15 Labor Matters 70 Section 4.16 ERISA 70 Section 4.17 Environmental Matters 71 Section 4.18 Intellectual Property 72 Section 4.19 Title; Real Property 72 Section 4.20 Interactive Broadband Networks and Communications Law Matters 73 Section 4.21 Prohibited Persons; Trade Restrictions 75 Article V MISCELLANEOUS 12 Financial Covenants 76 Section 5.1 Interpretation 12 Maximum Leverage Ratio 76 Section 5.2 Termination 13 First Lien Leverage Ratio 76 Section 5.3 Governing Law and Venue 13 Minimum Interest Coverage Ratio 77 Section 5.4 Capital Expenditures 77 Article VI Reporting Covenants 78 Section 6.1 Financial Statements 78 Section 6.2 Default Notices 14 80 Section 5.5 Amendment 14 6.3 Litigation and Regulatory Matters 80 Section 5.6 Extension6.4 Asset Sales 81 Section 6.5 Notices under Second Lien Loan Documents 81 Section 6.6 SEC Filings; Waiver 15 Press Releases 81 TABLE OF CONTENTS (continued) Page Section 5.7 Entire Agreement 15 6.7 Labor Relations 81 Section 5.8 No Third6.8 Tax Returns 81 Section 6.9 Insurance 82 Section 6.10 ERISA Matters 82 Section 6.11 Environmental Matters 82 Section 6.12 Customer Contracts 83 Section 6.13 New Markets 83 Section 6.14 Other Information 83 Article VII Affirmative Covenants 84 Section 7.1 Preservation of Corporate Existence, Etc 84 Section 7.2 Compliance with Laws, Etc 84 Section 7.3 Conduct of Business 84 Section 7.4 Payment of Taxes, Etc 84 Section 7.5 Maintenance of Insurance 84 Section 7.6 Access 85 Section 7.7 Keeping of Books 85 Section 7.8 Maintenance of Properties, Etc 85 Section 7.9 Application of Proceeds 85 Section 7.10 Environmental 85 Section 7.11 Additional Collateral and Guaranties 86 Section 7.12 Regulatory Consents for Guaranties and Security 87 Section 7.13 Control Accounts, Approved Deposit Accounts 88 Section 7.14 Real Property 88 Section 7.15 Interest Rate Contracts 89 Section 7.16 Ratings 89 Section 7.17 Post-Party Beneficiaries 15 Closing Obligations 89 Article VIII Negative Covenants 90 Section 5.9 Severability 15 8.1 Indebtedness 90 Section 5.10 Rules 8.2 Liens, Etc 91 Section 8.3 Investments 92 Section 8.4 Sale of Construction 15 Assets 93 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).8.5 Restricted Payments 94
Appears in 1 contract
Samples: Credit Agreement (Knology Inc)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section I. DEFINITIONS 2 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2 1.2 Terms Generally 31 1.3 Impairment 32 II. LIEN PRIORITIES BETWEEN REVOLVING CREDIT SECURED OBLIGATIONS, PARI PASSU SECURED OBLIGATIONS AND SUBORDINATED LIEN SECURED OBLIGATIONS 33 2.1 Agreement Relative Priorities 33 2.2 Prohibition on Contesting Liens 34 2.3 No New Liens 34 2.4 Similar Liens and Agreements 35 2.5 German Real Estate 36 III. PRIORITIES AND AGREEMENTS OF PARI PASSU SECURED PARTIES WITH RESPECT TO COMMON Pari PASSU COLLATERAL 36 3.1 Priority of Claims 36 3.2 Actions with Respect to Vote 5 Section 2.2 Grant Common Pari Passu Collateral 36 3.3 No Interference; Payment Over 37 3.4 Automatic Release of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties Liens; Amendments to Pari Passu Security Documents 38 3.5 Insurance 38 3.6 Benefit of the Company T Shareholder 7 Section 3.2 Representations and Warranties Article 39 IV. PRIORITIES AND AGREEMENTS WITH RESPECT TO COMMON SUBORDINATED LIEN COLLATERAL 39 4.1 Priority of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Claims 39 4.2 Actions with Respect to Common Subordinated Lien Collateral 39 4.3 No Interference; Payment Over 40 4.4 Automatic Release of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section Liens; Amendments to Subordinated Lien Security Documents 41 4.5 No Solicitation 10 Section Insurance 42 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws Benefit of the Cayman Islands (“Company Y”), Article 42 V. ENFORCEMENT 42 5.1 Exercise of Remedies — Restrictions on Pari Passu Secured Parties and the Person listed Subordinated Lien Secured Parties 42 5.2 Exercise of Remedies — Restrictions on Schedule 1 hereto (the “Company T Shareholder”).Revolving Credit Claimholders and Subordinated Lien Secured Parties 47 5.3 Exercise of Remedies — Collateral Access Rights 52 5.4 Exercise of Remedies — Intellectual Property Rights/Access to Information/Use of Equipment 54 5.5 Exercise of Remedies — Set Off and Tracing of and Priorities in Proceeds 55
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE I 1 GENERAL 2 1.1 DEFINITIONS 2 ARTICLE 2 DUTIES OF ENGINEER 4 2.1 SERVICES IN GENERAL 4 2.2 COORDINATE PERFORMANCE 4 2.3 TIME OF PERFORMANCE 4 2.4 CONSULTANTS 4 2.5 PAYMENT OF CONSULTANTS 4 2.6 INSURANCE 4 2.7 INDEMNIFICATION 6 2.8 OWNERSHIP OF DOCUMENTS 6 2.9 CONFIDENTIALITY 7 2.10 LICENSES AND PERMITS 7 2.11 COMPLIANCE WITH LAWS 7 2.12 EQUAL EMPLOYMENT OPPORTUNITY 7 2.13 MINORITY AND WOMEN BUSINESS ENTERPRISES PARTICIPATION 7 2.14 DRUG ABUSE DETECTION AND DETERRENCE 8 2.15 TITLE VI ASSURANCES 9 2.16 PAY OR PLAY 9 2.17 ANTI-BOYCOTT OF ISRAEL 9 2.18 ZERO TOLERANCE POLICY FOR HUMAN TRAFFICKING AND RELATED ACTIVITIES 9 2.19 PRESERVATION OF CONTRACTING INFORMATION 9 ARTICLE 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section DUTIES OF THE CITY 10 3.1 Representations and Warranties of the Company T Shareholder 7 Section COMPENSATION 10 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares METHOD OF PAYMENT 10 Section 4.4 Share Dividends, etc. 3.3 LIMIT OF APPROPRIATION 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 3.4 ACCESS TO DATA 11 ARTICLE V 4 TERM AND TERMINATION 11 4.1 CONTRACT TERM 11 4.2 TERMINATION BY THE CITY FOR CONVENIENCE 11 4.3 TERMINATION BY THE CITY FOR CAUSE 12 4.4 TERMINATION BY ENGINEER FOR CAUSE 12 ARTICLE 5 MISCELLANEOUS PROVISIONS 12 Section 5.1 Interpretation INDEPENDENT CONTRACTOR 12 Section 5.2 Termination BUSINESS STRUCTURE AND ASSIGNMENTS 12 5.3 PARTIES IN INTEREST 13 Section 5.3 Governing Law and Venue 5.4 NON-WAIVER 13 Section 5.4 Notices 5.5 GOVERNING LAW AND VENUE 13 5.6 NOTICES 13 5.7 CAPTIONS 13 5.8 ACCEPTANCES AND APPROVALS 13 5.9 INPECTION AND AUDITS 13 5.10 AMBIGUITIES 13 5.11 ENTIRE AGREEMENT 14 Section 5.5 Amendment 5.12 SURVIVAL 14 Section 5.6 Extension; Waiver 5.13 ENGINEER’S DEBT 14 SIGNATURE PAGE… 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT EXHIBITS "A" ADDITIONAL TERMS "B" PROJECT SCHEDULE “C” MAXIMUM RAW SALARIES "D" CERTIFICATE OF INSURANCE "E" DRUG POLICY COMPLIANCE AGREEMENT "F" DRUG POLICY COMPLIANCE DECLARATION "G" ENGINEER’S CERTIFICATION OF NO SAFETY IMPACT POSITIONS IN PERFORMANCE OF A JOINDER CITY CONTRACT "H" SUBCONTRACTOR’S ASSIGNMENT OF COPYRIGHTS “I” FORM POP 2 - CERTIFICATION OF AGREEMENT 21 INDEX TO COMPLY WITH PAY OR PLAY PROGRAM “J” CERTIFICATION OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).TO COMPLY WITH STANDARD DOT TITLE VI ASSURANCES APPENDIX A LANGUAGE CITY OF HOUSTON AND «ENGNAME» NEGOTIATED WORK ORDER SINGLE PHASE PROFESSIONAL ENGINEERING SERVICES FOR «PROJNAME»
Appears in 1 contract
Samples: www.publicworks.houstontx.gov
TABLE OF CONTENTS. Page ARTICLE I GENERAL 1 - INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation Not Affected by Headings, etc 9 1.3 Number, etc. 10 1.4 Date for Any Action 10 1.5 Entire Agreement 10 1.6 Currency 10 1.7 Accounting Matters 10 1.8 Disclosure in Writing 10 1.9 Interpretation Not Affected by Party Drafting 10 1.10 GP Power and Authority 10 1.11 Exhibits 11 ARTICLE 2 – THE ARRANGEMENT 11 2.1 Plan of Arrangement 11 2.2 Interim Order 11 2.3 Information Circulars and Meetings 12 2.4 Effective Date 13 ARTICLE 3 Section 1.1 Defined Terms 3 - COVENANTS 13 3.1 Covenants of Cervus and Cervus GP 13 3.2 Covenants of Vasogen 15 3.3 Mutual Covenants Regarding the Arrangement 18 3.4 Mutual Covenants Regarding Non-Solicitation 19 3.5 Provision of Information; Access 21 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III 4 - REPRESENTATIONS AND WARRANTIES 7 Section 3.1 22 4.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Cervus 22 4.2 Representations and Warranties of Company Y Vasogen 23 ARTICLE 5 - CONDITIONS PRECEDENT 26 5.1 Mutual Conditions Precedent 26 5.2 Additional Conditions to Obligations of Cervus and Cervus GP 27 5.3 Additional Conditions to Obligations of Vasogen 29 5.4 Notice and Effect of Failure to Comply with Conditions 30 5.5 Satisfaction of Conditions 30 ARTICLE 6 - AMENDMENT 30 6.1 Amendment 30 ARTICLE 7 - TERMINATION 31 7.1 Termination 31 7.2 Notice and Cure Provisions 32 7.3 Termination Fee 33 7.4 Damages and Remedies 33 ARTICLE 8 - CONFIDENTIALITY 34 8.1 Confidentiality 34 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares - NOTICES 35 9.1 Notices 35 ARTICLE 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 - GENERAL 37 10.1 Binding Effect 37 10.2 Assignment 37 10.3 Disclosure 37 10.4 Costs 37 10.5 Severability 37 10.6 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 37 10.7 Time of Essence 38 10.8 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; 38 10.9 Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 38 10.10 Obligations 38 10.11 Counterparts 38 EXHIBIT A JOINDER - FORM OF PLAN OF ARRANGEMENT A-1 EXHIBIT B - FORM OF INDEMNITY AGREEMENT 21 INDEX B-1 EXHIBIT C - REQUIRED APPROVALS C-1 EXHIBIT D - FORMS OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING ARRANGEMENT RESOLUTIONS D-1 EXHIBIT E - FORM OF DIVESTITURE AGREEMENT VOTING AGREEMENT, E-1 ARRANGEMENT AGREEMENT THIS ARRANGEMENT AGREEMENT is dated as of March 11the 14th day of August, 2012 (this “Agreement”)2009, by and among Youku Inc.BETWEEN: CERVUS LP, an exempted company with a limited liability incorporated partnership created under the laws Laws of the Cayman Islands Province of Alberta (“Company Y”hereinafter referred to as "Cervus") and CERVUS GP LTD., a corporation subsisting under the Laws of Alberta (hereinafter referred to as "Cervus GP") AND: VASOGEN INC., a corporation subsisting under the Laws of Canada (hereinafter referred to as "Vasogen"), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).
Appears in 1 contract
Samples: Arrangement Agreement (Vasogen Inc)
TABLE OF CONTENTS. Page ARTICLE I GENERAL Section 1 Definitions 12 Section 2 Program Roles 14 Section 3 Program Documents 15 Section 1.1 Defined Terms 3 ARTICLE II VOTING 4 Outline of Validation and Testing Procedures 16 Section 5 Use of Logo 20 Section 2.1 Agreement to Vote 5 6 Noncompliance 20 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Challenge Procedure 21 Section 3.1 Representations 8 Procedure for Private Labeling Products 22 Section 9 Financing 22 Section 10 Interpretation Procedures 22 Section 11 Product Recalls and Warranties of the Company T Shareholder 7 Modifications 23 Section 3.2 Representations and Warranties 12 Change in Ownership of Company Y 8 ARTICLE IV OTHER COVENANTS 9 or Product Line…………………………………………………. Section 4.1 Prohibition on Transfers 13 Forms 24 XXXXX Surfacing Sample Selection Receipt (Form XXXXX 02s) 26 Corrective Action Request (CAR) (Form XXXXX 03s) 27 XXXXX Inspection Form (Form XXXXX 04s) (four pages) 28 ASTM F2075 for EWF (Form 05s – page 1) 32 Data Log for Tramp Metal Testing (Form XXXXX 05s ‐ page 2) 33 Sieve Analysis Data Sheet, ASTM F2075 (Form XXXXX 06s) 34 Manufacturing Location Test Request (Form XXXXX 07s) 35 XXXXX Certification Challenge Form (Form XXXXX 08s) 36 Request for Validation (Form XXXXX 09s) 37 Procedure and Data Log for Section of Company T Shares 9 ASTM F3012 Tramp Metals Test Data Sheet (Form XXXXX 10s) (two pages) 38 Sieve Analysis Data Sheet, ASTM F3012 (for Rubber Nuggets) (Form XXXXX 11s) 40 Sieve Analysis Data Sheet, ASTM F3012 (for Rubber Buffings) (Form XXXXX 12s) 41 Section 4.2 Prohibition on Transfers 14 Addenda 42 Addendum 1 Required Test Equipment for Sieve Analysis Test/Suggested Equipment Source(s) 43 Addendum 2 Additional Requirements for Engineered Wood Fiber, (EWF) 45 Addendum 3 Additional Requirements for Field Manufactured Unitary (Poured in Place [PIP] 47 Addendum 4 Additional Requirements for Loose Fill Rubber, (LFR) 50 Appendix B Certification Program Logo(s) and Approved Descriptive Verbiage Use 52 Appendix C Fee Schedule 55 SECTION 1 – DEFINITIONS The following definitions are applicable to this Procedural Guide: Administrator: A person or organization designated by the sponsor of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver a Certification program to perform the administrative duties required to manage the affairs of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”)that program.
Appears in 1 contract
Samples: License Agreement
TABLE OF CONTENTS. Page ARTICLE I GENERAL SECTION I. INSTRUCTIONS 1 1. ESCROW PROPERTY 1 2. DISTRIBUTION OF ESCROW PROPERTY 1 3. ADDRESSES 1 4. COMPENSATION 2 SECTION II. TERMS AND CONDITIONS 3 Section 1.1 Defined Terms 1. DUTIES OF THE ESCROW AGENT 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 2. EXCLUSIVITY OF THE AGREEMENT 3 3. COURT ORDER 3 4. RIGHTS AND LIABILITY OF THE ESCROW AGENT 4 5. COLLECTION OF DEPOSITS 6 ARTICLE III 6. STATEMENTS FROM THE ESCROW AGENT 6 7. FORM OF NOTICES AND TIMING 6 8. JOINT AND SEVERAL LIABILITY OF DEPOSITORS 7 9. REMOVAL OF ESCROW AGENT 8 10. AMBIGUITY, UNCERTAINTY OR DISPUTE 8 11. DELEGATION 9 12. GOVERNING LAW AND JURISDICTION 9 13. ‘KNOW YOUR CUSTOMER’ CHECKS 9 14. AMENDMENTS 10 15. NO WAIVER OF RIGHTS 10 16. REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of OF DEPOSITOR 10 17. EFFECT OF INVALIDITY, ILLEGALITY OR UNENFORCEABILITY 10 18. SCHEDULES 10 19. ENTIRE AGREEMENT 10 20. TERMINATION 11 21. ESCROW AGENT MATERIALS 11 22. INTERPRETATION 11 23. COUNTERPARTS 11 SCHEDULE A ESCROW PROPERTY 14 SCHEDULE B PROVISIONS RELATING TO ESCROW SECURITIES 15 SCHEDULE C DISTRIBUTION OF THE ESCROW PROPERTY 20 SCHEDULE D CASH DISBURSEMENT INSTRUCTION 21 SCHEDULE E SECURITIES DISBURSEMENT INSTRUCTIONS 22 SCHEDULE F SPECIMEN SIGNATORY LIST 23 SCHEDULE G SPECIMEN CALL-BACK LIST 24 Sidley sign off version: 22 October 2010 This ESCROW AGREEMENT (the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), ) is made this 30 day of November 2010 by and among Youku Inc., an exempted company with limited liability incorporated under between: THE BANK OF NEW YORK MELLON (the laws of the Cayman Islands (“Company YEscrow Agent”), which expression shall, unless the context otherwise requires, include its successors, assigns, permitted delegates or agents as such Escrow Agent; and the Person listed on Schedule 1 hereto undersigned (collectively the “Company T ShareholderDepositors” and each individually a “Depositor”).
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE I GENERAL PAGE Article 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 11 Article 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 11 Section 2.01 Designation and Amount 11 Section 2.02 Form of Notes 11 Section 2.03 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts 12 Section 2.04 Execution, Authentication and Delivery of Notes 13 Section 2.05 Exchange and Registrati on of Transfer of Notes; Restrictions on Transfer; Depositary 13 Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes 18 Section 2.07 Temporary Notes 19 Section 2.08 Cancellation of Notes Paid, Converted, Etc. 19 Section 2.09 CUSIP Numbers 20 Section 2.10 Additional Notes; Repurchases 20 Article 3 SATISFACTION AND DISCHARGE 20 Section 1.1 Defined Terms 3 ARTICLE II VOTING 3.01 Satisfaction and Discharge 20 Article 4 PARTICULAR COVENANTS OF THE COMPANY 21 Section 4.01 Payment of Principal and Interest 21 Section 4.02 Maintenance of Office or Agency 21 Section 4.03 Appointments to Fill Vacancies in Trustee’s Office 21 Section 4.04 Provisions as to Paying Agent 21 Section 4.05 Corporate Existence 22 Section 4.06 Rule 144A Information Requirement and Annual Reports 22 Section 4.07 Stay, Extension and Usury Laws 23 Section 4.08 Compliance Certificate; Statements as to Defaults 23 Section 4.09 Registration Rights 23 Article 5 LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE 24 Section 2.1 Agreement 5.01 Lists of Holders 24 Section 5.02 Preservation and Disclosure of Lists 24 Article 6 DEFAULTS AND REMEDIES 24 Section 6.01 Events of Default 24 Section 6.02 Acceleration; Rescission and Annulment 25 Section 6.03 Additional Interest 26 Section 6.04 Payments of Notes on Default; Suit Therefor 27 Section 6.05 Application of Monies Collected by Trustee 28 Section 6.06 Proceedings by Holders 28 Section 6.07 Proceedings by Trustee 29 Section 6.08 Remedies Cumulative and Continuing 29 Section 6.09 Direction of Proceedings and Waiver of Defaults by Majority of Holders 30 PAGE Section 6.10 Notice of Defaults 30 Section 6.11 Undertaking to Vote 5 Pay Costs 30 Section 2.2 Grant 6.12 Company’s Failure to Timely Convert 31 Article 7 CONCERNING THE TRUSTEE 32 Section 7.01 Duties and Responsibilities of Proxy 6 ARTICLE III REPRESENTATIONS Trustee 32 Section 7.02 Reliance on Documents, Opinions, Etc. 33 Section 7.03 No Responsibility for Recitals, Etc. 35 Section 7.04 Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes 35 Section 7.05 Monies and Shares of Common Stock to Be Held in Trust 35 Section 7.06 Compensation and Expenses of Trustee 35 Section 7.07 Officer’s Certificate as Evidence 36 Section 7.08 Eligibility of Trustee 36 Section 7.09 Resignation or Removal of Trustee 36 Section 7.10 Acceptance by Successor Trustee 37 Section 7.11 Succession by Merger, Etc. 37 Section 7.12 Trustee’s Application for Instructions from the Company 37 Article 8 CONCERNING THE HOLDERS 38 Section 8.01 Action by Holders 38 Section 8.02 Proof of Execution by Holders 38 Section 8.03 Who Are Deemed Absolute Owners 38 Section 8.04 Company-Owned Notes Disregarded 39 Section 8.05 Revocation of Consents; Future Holders Bound 39 Article 9 HOLDERS’ MEETINGS 39 Section 9.01 Purpose of Meetings 39 Section 9.02 Call of Meetings by Trustee 39 Section 9.03 Call of Meetings by Company or Holders 40 Section 9.04 Qualifications for Voting 40 Section 9.05 Regulations 40 Section 9.06 Voting 40 Section 9.07 No Delay of Rights by Meeting 41 Article 10 SUPPLEMENTAL INDENTURES 41 Section 10.01 Supplemental Indentures Without Consent of Holders 41 Section 10.02 Supplemental Indentures with Consent of Holders 42 Section 10.03 Effect of Supplemental Indentures 43 Section 10.04 Notation on Notes 43 Section 10.05 Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee 43 Article 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND WARRANTIES 7 LEASE 43 Section 3.1 Representations 11.01 Company May Consolidate, Etc. on Certain Terms. 43 Section 11.02 Successor Corporation to Be Substituted 44 Section 11.03 Opinion of Counsel to Be Given to Trustee 44 PAGE Article 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 44 Section 12.01 Indenture and Warranties Notes Solely Corporate Obligations 44 Article 13 [INTENTIONALLY OMITTED] 45 Article 14 CONVERSION OF NOTES 45 Section 14.01 Conversion Privilege 45 Section 14.02 Conversion Procedure; Settlement Upon Conversion 45 Section 14.03 Company’s Mandatory Conversion Option 47 Section 14.04 Adjustment of Conversion Rate 48 Section 14.05 Adjustments of Prices 55 Section 14.06 Shares to Be Fully Paid 55 Section 14.07 Effect of Recapitalizations, Reclassifications and Changes of the Company T Shareholder 7 Common Stock 56 Section 3.2 Representations 14.08 Certain Covenants 57 Section 14.09 Responsibility of Trustee 57 Section 14.10 Notice to Holders Prior to Certain Actions 58 Section 14.11 Stockholder Rights Plans 58 Section 14.12 Exchange in Lieu of Conversion 58 Section 14.13 Limits Upon Issuance of Shares of Common Stock Upon Conversion 59 Section 14.14 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Mandatory Conversion 60 Article 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS 62 Section 15.01 [Intentionally Omitted] 62 Section 15.02 Repurchase at Option of Holders Upon a Fundamental Change 62 Section 15.03 Withdrawal of Fundamental Change Repurchase Notice 64 Section 15.04 Deposit of Fundamental Change Repurchase Price 65 Section 15.05 Covenant to Comply with Applicable Laws Upon Repurchase of Notes 65 Article 16 NO REDEMPTION 66 Section 16.01 No Redemption 66 Article 17 MISCELLANEOUS PROVISIONS 66 Section 17.01 Provisions Binding on Company’s Successors 66 Section 17.02 Official Acts by Successor Corporation 66 Section 17.03 Addresses for Notices, Etc. 66 Section 17.04 Governing Law; Jurisdiction 67 Section 17.05 Evidence of Compliance with Conditions Precedent; Certificates and Warranties Opinions of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Counsel to Trustee 67 Section 4.1 Prohibition on Transfers 17.06 Legal Holidays 67 Section 17.07 No Security Interest Created 67 Section 17.08 Benefits of Company T Shares 9 Indenture 67 Section 4.2 Prohibition on Transfers 17.09 Table of Company Y Shares 9 Contents, Headings, Etc. 68 Section 4.3 Additional Shares 10 17.10 Authenticating Agent 68 Section 4.4 Share Dividends, etc. 10 17.11 Execution in Counterparts 68 Section 4.5 No Solicitation 10 17.12 Severability 69 PAGE Section 4.6 No Inconsistent Agreements 10 Section 4.7 17.13 Waiver of Appraisal and Dissenters’ Rights 11 Jury Trial 69 Section 4.8 Documentation and Information 11 17.14 Force Majeure 69 Section 4.9 Registration 17.15 Calculations 69 Section 17.16 USA PATRIOT Act 69 Section 17.17 Tax Withholding 70 EXHIBIT Exhibit A Form of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, Note A-1 INDENTURE dated as of March 11[ ], 2012 (this “Agreement”)2021 between KALEYRA, by and among Youku Inc.INC., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”)a Delaware corporation, and the Person listed on Schedule 1 hereto as issuer (the “Company T Shareholder”Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1. Definitions and Accounting Matters 1 1.1 Certain Defined Terms 3 ARTICLE II VOTING 5 1 1.2 Accounting Terms and Determinations 15 1.3 Cross-References 16 1.4 Use of Certain Terms 16 Section 2. Loans and Commitments 17 2.1 Agreement to Vote 5 Committed Loans 17 2.2 Changes of Commitments 17 2.3 Money Market Loans 18 2.4 Lending Offices 21 2.5 Several Obligations 21 2.6 Notes 21 2.7 Facility Fee 21 2.8 Extension of Commitment Termination Date 22 2.9 Defaulting Banks 24 Section 2.2 Grant 3. Borrowings and Prepayments 25 3.1 Borrowings 25 3.2 Prepayments of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Loans 25 Section 3.1 4. Payments of Principal and Interest 26 4.1 Maturity of Loans 26 4.2 Interest 26 4.3 Interest Periods 27 Section 5. Payments; Pro Rata Treatment; Computations; Etc. 28 5.1 Payments 28 5.2 Pro Rata Treatment 28 5.3 Computations 28 5.4 Certain Minimum Amounts 29 5.5 Certain Notices 29 5.6 Non-Receipt of Funds by the Administrative Agent 30 5.7 Sharing of Payments, Etc. 31 Section 6. Yield Protection and Illegality 31 6.1 Additional Costs 31 6.2 Limitation on Types of Loans 33 6.3 Illegality 33 6.4 Treatment of Affected Loans 33 6.5 Compensation 34 6.6 Replacement Banks 34 6.7 Taxes 35 i Section 7. Conditions Precedent 38 7.1 Effective Date 38 7.2 All Loans 39 Section 8. Representations and Warranties 39 8.1 Organization and Good Standing 39 8.2 Due Qualification 39 8.3 Power and Authority 40 8.4 Financial Statements 40 8.5 No Consents 40 8.6 Binding Obligations 40 8.7 No Violation 40 8.8 No Proceedings 40 8.9 Compliance with Laws 41 8.10 ERISA 41 8.11 Payment of the Taxes 41 8.12 Investment Company T Shareholder 7 Act 41 8.13 No Margin Credit 41 8.14 No Material Misstatement or Omission 41 8.15 HMC Support Agreement 41 8.16 No Proposed Changes to HMC Support Agreement 41 8.17 Money Laundering Laws 42 8.18 OFAC; Anti-Corruption Laws 42 8.19 EEA Financial Institutions 42 Section 3.2 Representations and Warranties 9. Affirmative Covenants 42 9.1 Information; Notices 42 9.2 Conduct of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Business; Corporate Existence 44 9.3 Compliance with Laws 44 9.4 Payment of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”)Taxes 44 9.5 ERISA 44 9.6 [Reserved.] 45
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE I GENERAL CERTAIN DEFINITIONS 3 Section 1.1 Defined Terms Definitions 3 ARTICLE II VOTING 5 Section THE PURCHASE AND THE MERGERS 31 2.1 Agreement to Vote 5 Section The Purchase 31 2.2 Grant The Mergers 31 2.3 Closing 32 2.4 Effective Times 32 2.5 Effects of Proxy 6 the Mergers 33 2.6 Organizational Documents 33 2.7 Directors and Officers 34 2.8 Instrument of Transfer 35 ARTICLE III PURCHASE PRICE; EFFECT OF THE MERGER ON THE EQUITY INTERESTS OF THE CONSTITUENT ENTITIES 35 3.1 Purchase Price for the Membership Interests 35 3.2 Effects of the Mergers on Capital Stock and Units 36 3.3 Estimated Transaction Consideration 39 3.4 Escrow Accounts 44 3.5 Transaction Costs 44 3.6 Certain Indebtedness 44 3.7 Post-Closing Determination of Additional Transaction Consideration 45 3.8 Withholding Taxes 49 3.9 Unitholders’ Representative; Power of Attorney 50 3.10 Actions of the Unitholders’ Representative 50 3.11 Unitholders’ Representative Expenses Consideration 50 3.12 Limitation on Liability of the Unitholders’ Representative 51 3.13 Release of Unitholders’ Representative Escrow Amount 52 ARTICLE IV REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations OF THE PARTNERSHIP 52 4.1 Organization, Standing and Warranties Power 52 4.2 Authorization 53 4.3 Noncontravention 54 4.4 Governmental Approvals 54 4.5 Capitalization 54 4.6 Financial Statements and Controls 55 4.7 No Undisclosed Liabilities 56 4.8 Absence of Certain Changes 56 4.9 Compliance with Law 57 4.10 Litigation 59 4.11 Taxes 59 4.12 Employee Benefit Plans 61 Page 4.13 Environmental Matters 63 4.14 Material Contracts 63 4.15 Related-Party Transactions 64 4.16 Intellectual Property 64 4.17 Real Property 65 4.18 Insurance 65 4.19 Labor Matters 66 4.20 Brokers’ and Financial Advisers’ Fees 66 4.21 Information Supplied 67 ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER 67 5.1 Organization and Power 67 5.2 Authorization 67 5.3 Noncontravention 67 5.4 Governmental Approvals 67 5.5 Capitalization of General Partner 68 5.6 Title to Membership Interests 68 5.7 No Other Activities 68 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES 68 6.1 Organization, Standing and Power 69 6.2 Authorization 69 6.3 Noncontravention 69 6.4 Governmental Approvals 70 6.5 Capitalization 70 6.6 Litigation 71 6.7 Compliance with Law 71 6.8 Financial Statements; Parent SEC Reports 74 6.9 No Undisclosed Liabilities 75 6.10 Absence of Certain Changes 75 6.11 Financing 75 6.12 Material Contracts 76 6.13 Related Party Transactions 77 6.14 Insurance 77 6.15 Solvency 78 6.16 Investment Representation 78 6.17 Brokers’ and Financial Advisors’ Fees 79 6.18 Takeover Laws 79 6.19 Ownership; No Prior Activities and Agreements 79 6.20 Information Supplied 79 ARTICLE VII COVENANTS 80 7.1 Access to Information 80 7.2 Conduct of the Company T Business of the Partnership and the General Partner Pending the Closing 81 7.3 Conduct of the Business of the Parent Parties Pending the Closing 85 Page 7.4 Conditions 86 7.5 Consents 87 7.6 Regulatory Approvals 87 7.7 Indemnification, Exculpation and Insurance 90 7.8 Preservation of Records 93 7.9 Publicity 94 7.10 Employment and Employee Benefits 94 7.11 Financing 95 7.12 Financing Assistance 97 7.13 Exclusivity 99 7.14 FIRPTA Certificate 100 7.15 Resignation of Directors 100 7.16 Closing Agreements and Filings 100 7.17 Sale Request 101 7.18 Parent Shareholder 7 Approval 101 7.19 Tax Information 102 7.20 Section 3.2 280G 103 7.21 Tax Treatment 104 7.22 Specified Reorganization 104 7.23 Certain Other Stockholder Approvals 105 ARTICLE VIII CONDITIONS TO CLOSING 105 8.1 Conditions Precedent to Obligations of Seller, the Partnership, Sunbeam Primary and the Parent Parties 105 8.2 Conditions Precedent to Obligations of the Parent Parties 106 8.3 Conditions Precedent to Obligations of Seller, the Partnership and Sunbeam Primary 107 8.4 Frustration of Closing Conditions 108 ARTICLE IX TERMINATION 109 9.1 Termination of Agreement 109 9.2 Procedure Upon Termination 110 9.3 Effect of Termination 110 ARTICLE X ADDITIONAL AGREEMENTS 110 10.1 No Other Representations 110 10.2 No Survival of Representations, Warranties and Warranties Covenants 113 ARTICLE XI MISCELLANEOUS 113 11.1 Remedies 113 11.2 Payment of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Transfer Taxes 114 11.3 Expenses 114 11.4 Entire Agreement; Amendments and Waivers 114 11.5 Governing Law 115 11.6 Waiver of Appraisal and DissentersJury Trial 116 11.7 Notices 116 11.8 Severability 118 Page 11.9 Binding Effect; Assignment 118 11.10 Non-Recourse 119 11.11 Provision Respecting Legal Representation 120 11.12 Parent Guarantee 121 11.13 Counterparts 121 EXHIBITS Exhibit A – Illustrative Allocation Schedule Exhibit B – Calculation of Net Working Capital Exhibit C – Form of Working Capital Escrow Agreement Exhibit D – Form of Letter of Transmittal Exhibit E – Form of FIRPTA Certificate Exhibit F – Series D Articles of Amendment Exhibit G – Series E Articles of Amendment Exhibit H – Registration Rights Agreement Exhibit I – Shareholders’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER PURCHASE AGREEMENT 21 INDEX AND AGREEMENT AND PLAN OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING MERGER This PURCHASE AGREEMENT VOTING AGREEMENTAND AGREEMENT AND PLAN OF MERGER, dated as of March 11May 29, 2012 2014 (this “Agreement”), by and among Youku AmSurg Corp., a Tennessee corporation (“Parent”), Arizona Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), Arizona II Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub II” and together with Parent and Merger Sub, the “Parent Parties”), Sunbeam GP Holdings, LLC, a Delaware limited liability company, solely for purposes of Article V and Section 2.8 and solely in its capacity as the sole holder of membership interests in the General Partner (as defined herein) (in such capacity, “Seller”), Sunbeam GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), Sunbeam Primary Holdings, Inc., an exempted company with limited liability incorporated under the laws a Delaware corporation and a wholly owned subsidiary of the Cayman Islands Partnership (“Company YSunbeam Primary”), and HFCP VI Securityholders’ Rep LLC, a Delaware limited liability company, solely in its capacity as agent and attorney-in-fact for Seller and the Person listed on Schedule 1 hereto Unitholders (as defined herein) (in such capacity, the “Company T ShareholderUnitholders’ Representative”, and collectively with the Parent Parties, Seller, the General Partner, the Partnership and Sunbeam Primary, the “parties”).
Appears in 1 contract
Samples: Purchase Agreement and Agreement and Plan of Merger (Amsurg Corp)
TABLE OF CONTENTS. Page ARTICLE I GENERAL Article 1 Basic Lease Information 1.1 Basic Lease Information 1.2 Definitions 1.3 Exhibits Article 2 Agreement Article 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING Term, Delivery, and Acceptance of Premises 3.1 Deliver of Possession 3.2 Early Entry Article 4 Monthly Rent Article 5 Section 2.1 Agreement Increases In Taxes and Operating Expenses 5.1 General 5.2 Definitions 5.3 Share of Taxes 5.4 Final Determination 5.5 Operating Expenses 5.6 Disputes 5.7 Audit 5.8 Survival After Termination 5.9 Other Taxes Article 6 Insurance 6.1 Landlord's Insurance 6.2 Tenant's Insurance 6.3 Forms of Policies 6.4 Waiver of Subrogation 6.5 Adequacy of Coverage Article 7 Use Article 8 Requirements of Law; Fire Insurance 8.1 General 8.2 Hazardous Materials 8.3 Certain Insurance Risks Article 9 Assignment and Subletting 9.1 General 9.2 Submission of Information 9.3 Payments to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Landlord 9.4 Prohibited Transfers 9.5 Landlord's Options 9.6 Permitted Transfer Article 10 Rules and Warranties Regulations Article 11 Common Areas Article 12 Landlord's Services 12.1 Landlord's Repair and Maintenance 12.2 Landlord's Other Services 12.3 Tenant's Costs 12.4 Limitation on Liability Article 13 Tenant's Care of the Company T Shareholder 7 Section 3.2 Representations Premises Article 14 Alterations 14.1 General 14.2 Free-Standing Partitions 14.3 Removal Article 15 Mechanics Liens Article 16 End of Term Article 17 Eminent Domain Article 18 Damage and Warranties Destruction Article 19 Subordination 19.1 General 19.2 Attornment Article 20 Entry by Landlord Article 21 Indemnification, Waiver, and Release 21.1 Indemnification 21.2 Waiver and Release Article 22 Security Deposit Article 23 Quiet Enjoyment Article 24 Effect of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Sale Article 25 Default 2.5.l Events of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Default 25.2 Landlord's Remedies 25.3 Certain Damages 25.4 Continuing Liability After Termination 25.5 Cumulative Remedies 25.6 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 Redemption Article 26 Parking Article 27 Miscellaneous 27.1 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Offer 27.2
Appears in 1 contract
Samples: Office Lease (Xcarenet Inc)
TABLE OF CONTENTS. Page ARTICLE Article I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE FORMATION i 1.01. Formation i 1.02. Names and Addresses i 1.03. Nature of Business i 1.04. Term of Company ii Article II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties MANAGEMENT OF THE COMPANY ii 2.01. Management of the Company T Shareholder 7 Section 3.2 Representations ii 2.02. Major Decisions v 2.03. Company Funds viii 2.04. Employees viii 2.05. Insurance ix 2.06. Election, Removal, Resignation ix 2.07. Members Have No Managerial Authority xi 2.08. Meetings xi 2.09. Liability and Warranties Indemnity xi 2.10. Business Plan and Annual Budgets xi 2.11. Management and Leasing Agreements xiii 2.12. Reimbursement and Fees xiii 2.13. Limited Liability xiv Article III MEMBERS’ CONTRIBUTIONS TO COMPANY xiv 3.01. Initial Capital Commitments xiv 3.02. Additional Capital Commitments xiv 3.03. Default in Capital Commitment xv 3.04. Member Loans xvii 3.05. Determination of Company Y 8 ARTICLE IRR Returns xviii 3.06. Capital Contributions in General xviii Article IV OTHER COVENANTS 9 Section 4.1 Prohibition ALLOCATION OF PROFITS AND LOSSES xix 4.01. In General xix 4.02. Special Allocations xix 4.03. Differing Tax Basis; Tax Allocation xx Article V DISTRIBUTION OF CASH FLOW xxi 5.01. Distribution of Net Cash Prior to Removal of JV Member xxi 5.02. Distribution of Net Cash After Removal of the JV Member xxi 5.03. Limitation on Distributions xxii 5.04. In-Kind Distribution xxii 5.05. Tax Distributions xxii 5.06. Credit to Assigned Distributions xxii Article VI RESTRICTIONS ON TRANSFERS OF COMPANY INTERESTS xxii 6.01. Limitations on Transfer xxii 6.02. Permitted Transfers xxiii 6.03. Admission of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etcSubstituted Members xxiv 6.04. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Election; Allocations Between Transferor and Transferee xxiv 6.05. Waiver of Appraisal Withdrawal and Dissenters’ Purchase Rights 11 xxiv Article VII KBS’s RIGHT TO CAUSE SALE OF THE PROJECTS xxiv 7.01. KBS’s Right to Sell the Projects xxv Article VIII DISSOLUTION AND WINDING UP OF THE COMPANY xxvi 8.01. Events Causing Dissolution of the Company xxvi 8.02. Winding Up of the Company xxvi 8.03. Negative Capital Account Restoration xxvi Article IX BOOKS AND RECORDS xxvii 9.01. Books of Account and Bank Accounts xxvii 9.02. Tax Returns xxvii Article X MISCELLANEOUS xxviii 10.01. Notices xxviii 10.02. Construction of Agreement xxviii 10.03. Partnership Intended Solely for Tax Purposes xxix 10.04. Investment Representations xxix 10.05. Waiver of Conflict of Interest xxx 10.06. Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 1031 Exchange xxxi 10.07. Arbitration xxxi 10.08. Outside Activities xxxii 10.09. Limitation on Amendments xxxii 10.10. No Third-Third Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT xxxii Article XI REIT PROTECTION xxxii 11.01. Certain Definitions xxxii 11.02. Prohibited Transactions xxxiii Article XII SINGLE PURPOSE ENTITY xxxiv EXHIBITS: Exhibit A JOINDER NAMES AND ADDRESS, PERCENTAGE INTERESTS AND CAPITAL CONTRIBUTIONS OF THE MEMBERS Exhibit B LEGAL DESCRIPTION OF THE PROPERTY Exhibit C BUSINESS PLAN Exhibit D ANNUAL BUDGET Exhibit E FORM OF MANAGEMENT AGREEMENT 21 INDEX Exhibit F FORM OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING LEASING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Exhibit G SCHEDULE OF SOURCES AND USES OF FUNDS
Appears in 1 contract
Samples: Limited Liability Company Agreement (KBS Strategic Opportunity REIT, Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 1 DEFINITIONS 1 Section 1.1 Defined Terms 3 Definitions 1 ARTICLE II VOTING 5 2 THE OFFER 12 Section 2.1 Agreement to Vote 5 The Offer 12 Section 2.2 Grant Company Actions 14 ARTICLE 3 MERGER TRANSACTION 15 Section 3.1 Merger of Proxy 6 Purchaser into the Company 15 Section 3.2 Effect of the Merger 15 Section 3.3 Closing; Effective Time 15 Section 3.4 Certificate of Incorporation and Bylaws; Directors and Officers 15 Section 3.5 Conversion of Shares 16 Section 3.6 Surrender of Certificates; Stock Transfer Books 16 Section 3.7 Dissenters’ Rights 18 Section 3.8 Treatment of Company Options and Company ESPP 19 Section 3.9 Further Action 20 ARTICLE III 4 REPRESENTATIONS AND WARRANTIES 7 OF THE COMPANY 20 Section 3.1 Representations 4.1 Due Organization; Subsidiaries, Etc. 20 Section 4.2 Certificate of Incorporation and Warranties Bylaws 20 Section 4.3 Authority; Binding Nature of Agreement 20 Section 4.4 Capitalization, Etc. 21 Section 4.5 Non-Contravention; Consents 21 Section 4.6 SEC Filings; Financial Statements 22 Section 4.7 Absence of Changes 23 Section 4.8 Intellectual Property 24 Section 4.9 Contracts 25 Section 4.10 No Undisclosed Liabilities 27 Section 4.11 Litigation 27 Section 4.12 Compliance with Laws 27 Section 4.13 Regulatory Matters 27 Section 4.14 Data Protection; Company Systems 29 Section 4.15 Certain Business Practices 30 Section 4.16 Governmental Authorizations 30 Section 4.17 Tax Matters 30 Section 4.18 Employee Matters; Benefit Plans 31 Section 4.19 Environmental Matters 32 Section 4.20 Real Property 33 Section 4.21 Title to Assets 33 Section 4.22 Insurance 33 Section 4.23 Section 203 of the Company T Shareholder 7 DGCL 33 Section 3.2 Representations 4.24 Merger Approval 33 Section 4.25 Opinion of Financial Advisor 33 Section 4.26 Brokers and Warranties Other Advisors 33 TABLE OF CONTENTS (continued) Page ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER 34 Section 5.1 Due Organization 34 Section 5.2 Purchaser 34 Section 5.3 Authority; Binding Nature of Agreement 34 Section 5.4 Non-Contravention; Consents 34 Section 5.5 Disclosure 34 Section 5.6 Litigation 35 Section 5.7 Ownership of Company Y 8 Common Stock; Absence of Certain Arrangements 35 Section 5.8 Brokers and Other Advisors 35 Section 5.9 Sufficient Funds 35 Section 5.10 Acknowledgement by Parent and Purchaser 35 ARTICLE IV OTHER 6 CERTAIN COVENANTS 9 OF THE COMPANY 36 Section 4.1 Prohibition on Transfers 6.1 Access and Investigation 36 Section 6.2 Operation of Company T Shares 9 the Company’s Business 36 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 6.3 No Solicitation 10 39 ARTICLE 7 ADDITIONAL COVENANTS OF THE PARTIES 41 Section 4.6 No Inconsistent Agreements 10 7.1 Company Board Recommendation 41 Section 4.7 Waiver 7.2 Filings, Consents and Approvals 42 Section 7.3 Continuing Employee Benefits 44 Section 7.4 Indemnification of Appraisal Officers and Dissenters’ Rights 11 Directors 45 Section 4.8 Documentation and Information 11 7.5 Securityholder Litigation 46 Section 4.9 Registration of ADS 11 Section 4.10 7.6 Further Assurances 11 47 Section 7.7 Public Announcements; Disclosure 47 Section 7.8 Takeover Laws 47 Section 7.9 Section 16 Matters 47 Section 7.10 Rule 14d-10 Matters 47 Section 7.11 Purchaser Stockholder Consent 48 Section 7.12 Stock Exchange Delisting; Deregistration 48 Section 7.13 Other Agreements and Understandings 48 ARTICLE V 8 CONDITIONS PRECEDENT TO THE MERGER 48 Section 8.1 No Restraints 48 Section 8.2 Consummation of Offer 48 ARTICLE 9 TERMINATION 49 Section 9.1 Termination 49 Section 9.2 Effect of Termination 50 Section 9.3 Expenses; Termination Fee 50 ARTICLE 10 MISCELLANEOUS 12 PROVISIONS 52 Section 5.1 Interpretation 12 10.1 Amendments 52 Section 5.2 Termination 13 10.2 Waiver 52 Section 5.3 Governing Law and Venue 13 10.3 No Survival 52 Section 5.4 Notices 14 10.4 Entire Agreement; Counterparts 52 Section 5.5 Amendment 14 10.5 Applicable Laws; Jurisdiction; Specific Performance; Remedies 52 Section 5.6 Extension; Waiver 15 10.6 Assignment 53 TABLE OF CONTENTS (continued) Page Section 5.7 Entire Agreement 15 Section 5.8 10.7 No Third-Party Beneficiaries 15 53 Section 5.9 10.8 Notices 54 Section 10.9 Severability 15 55 Section 5.10 Rules 10.10 Obligation of Construction 15 Parent 55 Section 5.11 Assignment 16 10.11 Transfer Taxes 55 Section 5.12 Specific Performance 16 10.12 Interpretations 55 Section 5.13 10.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT Disclosure Schedule References 56 Exhibits Exhibit A JOINDER Surviving Corporation Certificate of Incorporation Annexes Annex I Conditions to the Offer AGREEMENT 21 INDEX AND PLAN OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING MERGER This AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 4, 2021 (the “Agreement Date”), by and among Youku Amgen Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (“Company YParent”), Franklin Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the Person listed on Schedule 1 hereto Five Prime Therapeutics, Inc., a Delaware corporation (the “Company T ShareholderCompany”). Certain capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Five Prime Therapeutics, Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 1. Certain Definitions 1 Section 2.1 Agreement to Vote 5 2. Appointment of Rights Agent 4 Section 2.2 Grant 3. Issue of Proxy Right Certificates 4 Section 4. Form of Right Certificates 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 5. Countersignature and Registration 6 Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 7 Section 3.1 Representations and Warranties 7. Exercise of the Company T Shareholder Rights; Purchase Price; Expiration Date of Rights 7 Section 3.2 Representations 8. Cancellation and Warranties Destruction of Company Y Right Certificates 8 ARTICLE IV OTHER COVENANTS Section 9. Availability of Preferred Shares 8 Section 10. Preferred Shares Record Date 9 Section 4.1 Prohibition on Transfers 11. Adjustment of Company T Purchase Price, Number of Shares or Number of Rights 9 Section 4.2 Prohibition on Transfers 12. Certificate of Company Y Adjusted Purchase Price or Number of Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power 14 Section 14. Fractional Rights and Fractional Shares 14 Section 15. Rights of Action 15 Section 16. Agreement of Right Holders 15 Section 17. Right Certificate Holder Not Deemed a Stockholder 16 Section 18. Concerning the Rights Agent 16 Section 19. Merger or Consolidation or Change of Name of Rights Agent 16 Section 20. Duties of Rights Agent 17 Section 21. Change of Rights Agent 18 Section 22. Issuance of New Rights Certificates 19 Section 23. Redemption 19 Section 24. Exchange 20 Section 25. Notice of Certain Events 20 Section 26. Notices 21 Section 27. Supplements and Amendments 21 Section 28. Successors 22 Section 29. Periodic Review 22 Section 30. Benefits of this Agreement 22 Section 31. Severability 22 Section 32. Governing Law 22 Section 33. Counterparts 22 Section 34. Descriptive Headings 23 Section 35. Determinations and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules Actions by the Board of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT Directors 23 Signatures 24 Exhibit A JOINDER - Certificate of Designation of Preferred Shares Exhibit B - Form of Right Certificate Exhibit C - Summary of Rights to Purchase Preferred Shares RIGHTS AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING RIGHTS AGREEMENT, dated as of March 118, 2012 2010 between Chembio Diagnostics, Inc., a Nevada corporation (this the “AgreementCompany”) and Action Stock Transfer Corp., a Utah corporation (the “Rights Agent”). The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each Common Share (as hereinafter defined) of the Company outstanding on March 8, 2010 (the “Record Date”), by each Right representing the right to purchase one one-thousandth of a Preferred Share (as hereinafter defined) upon the terms and among Youku Inc.subject to the conditions herein set forth, an exempted company and has further authorized and directed the issuance of one Right with limited liability incorporated under respect to each Common Share that shall become outstanding between the laws Record Date and the earliest of the Cayman Islands (“Company Y”)Distribution Date, the Redemption Date and the Person listed on Schedule 1 hereto Final Expiration Date (as such terms are hereinafter defined). IN CONSIDERATION of the “Company T Shareholder”).premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE Definitions 1 Preamble 3 ARTICLE: I GENERAL 3 Recognition 4 Section 1.1 Defined Terms 3 ARTICLE 1: Recognition 4 Section 2: Division of Labor 4 II VOTING Management Rights 5 Section 2.1 Agreement to Vote 1: Retention of Rights 5 Section 2.2 Grant 2: Uniform Application 5 Section 3: Contracting Out 5 Section 4: Exercise of Proxy Rights 5 III Dues Deduction/Fair Share 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations 1: Fair Share and Warranties Religious Exemption 6 Section 2: Deduction of the Company T Shareholder 7 Dues and Fees 6 Section 3.2 Representations and Warranties 3: Maintenance of Company Y Membership 6 Section 4: Dues Transmittal/Hold Harmless 6 IV Union Rights 8 ARTICLE IV OTHER COVENANTS Section 1: Union Activity 8 Section 2: County-Union 9 Section 4.1 Prohibition on Transfers of Company T Shares 3: Information 9 Section 4.2 Prohibition on Transfers 4: Protection of Company Y Shares Rights 9 Section 4.3 Additional Shares 5: Officers and Representatives 10 Section 4.4 Share Dividends, etc. 6: Orientation of Union Employees 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal V Discipline and Dissenters’ Rights Discharge 11 Section 4.8 Documentation and Information 1: Causes for Discipline 11 Section 4.9 Registration of ADS 2: Pre-disciplinary Hearing 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 3: Effective Date of Discipline 12 Section 5.1 Interpretation 4: Extension of Time 12 Section 5.2 Termination VI Grievance Procedure 13 Section 5.3 Governing Law and Venue 1: Purpose 13 Section 5.4 Notices 2: Grievance Steps 13 Section 3: Arbitration Guidelines 14 Section 5.5 Amendment 4: General Provisions 14 Section 5.6 Extension; Waiver 5: Time Limits 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment VII General Provisions 16 Section 5.12 Specific Performance 1: Employee Information 16 Section 5.13 Company T Shareholder Capacity 2: Personnel File 16 Section 5.14 No Ownership Interest 3: Work Rules 16 Section 5.15 Costs and Expenses 4: Professional Nursing Matters 16 Section 5.16 Counterparts; Effectiveness 5: Expense Reimbursement 16 Section 6: Non-discrimination 17 EXHIBIT Section 7: Uniforms 17 Section 8: Parking 17 Section 9: Substance Abuse Policy 18 Section 10: Licenses 18 VIII Selection/Promotion 19 Section 1: Job Posting 19 Section 2: Legal Requirements 19 Section 3: Promotional Preference 19 Section 4: Lateral Transfers 20 Section 5: Department of Public Safety Positions 21 Section 6: Reclassification 21 Section 7: Flex Staff Series 21 Section 8: Probationary Period 22 IX Hours of Work and Overtime 23 Section 1: Workday/Workweek 23 Section 2: Normal Work Schedule 23 Section 3: Alternate Work Schedules 23 Section 4: Employee Work Schedule 23 Section 5: Overtime 24 Section 6: Meal/Rest Periods 24 Section 7: Reporting Place 25 Section 8: Shift Differential 25 Section 9: On-Call 25 X Wages 26 Section 1: Salary Range Adjustments 26 Section 2: Steps in Compensation Plan 26 Section 3: Promotion 26 Section 4: New or Revised Classifications 26 Section 5: Bilingual Differential 27 Section 6: Direct Deposit 27 XI Leave Time and Holidays 28 Section 1: Holidays 28 Section 2: Time Management 30 Section 3: Occupational Illness or Injury 33 Section 4: Disability Leave 33 Section 5: Personal Time Off (PTO) 34 Section 6: Bereavement 34 Section 7: Substantiation 34 Section 8: Jury Duty 35 Section 9: Leave of Absence 35 Section 10: Military Leave 35 Section 11: Unexcused Absence 36 Section 12: Subrogation 36 XII Insurance and Related 37 Section 1: Types of Insurance 37 Section 2: Health Insurance Plan Design 37 Section 3: Retirement Enrollment 38 Section 4: Retiree Health Benefits 38 Section 5: Personal Property 39 Section 6: Employee Assistance Program 39 Section 7: Fitness Membership 39 XIII Safety 40 Section 1: Safety Policy 40 Section 2: County-wide Safety Committee 40 Section 3: Protective Clothing and Tools 40 XIV Training 41 Section 1: Employee Requests 41 Section 2: Required Training 41 Section 3: Training Proposals 41 Section 4: Continuing Education 41 Section 5: Training for Certified Medical Assistants 42 XV Seniority 43 Section 1: Definition 43 Section 2: Continuous Service 43 Section 3: Seniority List 43 Section 4: Non-Bargaining Xxxx Xxxxxxxxx 00 XXX Xxxxxx and Recall 44 Section 1: Layoff 44 Section 2: Recall 44 Section 3: Responsibilities 45 Section 4: Opportunity for Work During Layoff 46 Section 5: Separate Classifications 46 Section 6: Protection/Rights During Layoff 46 Section 7: Termination for Exhaustion of Non-Occupational Disability Leave 46 XVII Relationships 48 Section 1: Change in Conditions 48 Section 2: Savings Clause 48 Section 3: Individual Agreements 48 Section 4: Joint Labor Relations Committee 48 XVIII Termination 49 Section 1: Duration 49 Section 2: Notice 49 Section 3: Effective Date 49 Section 4: Force of Agreement 49 Signature Page 50 Appendix A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4Flex Staff Classification Series 00 Xxxxxxxx X Classification 52 Lane County CoPay Plan 53 Lane County HSA Plan 54 Schedule A:Salary Schedule 55 Schedule B: Salary Schedule 56 Schedule C: Salary Schedule 57 DEFINITIONS For purposes of this Agreement, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).following definitions shall apply:
Appears in 1 contract
Samples: Nurses Contract
TABLE OF CONTENTS. ARTICLE 10 — Administrative Faculty Ranks, Job Descriptions Page and Internal Postings 17 10.2.1 Administrator I/Trainee 17 10.2.2 Administrator I/Working Xxxxx 00 10.2.3 University Physician 17 10.2.4 Athletic Director (NCAA Division I) 18 ARTICLE I GENERAL 11 — Vacancies 21 ARTICLE 12 — Administrative Faculty Appointments 22 ARTICLE 13 — Temporary and Term Administrative Faculty Appointments 23 13.1 Temporary Appointments 23 13.2 Term Appointments 24 ARTICLE 14 — Renewal and Non-Renewal of Term-Appointed Administrative Faculty Members 25 ARTICLE 15 — Continuing Appointment 26 15.1 Definition 26 15.2 Eligibility 26 15.3 Basis for Awarding Continuing Appointment 27 ARTICLE 16 — Workload 29 16.2 Compensatory Time 29 16.3 Work Schedule Change 29 16.4 Teaching Assignment 30 16.5 Special Projects 30 16.6 Outside Employment 30 16.7 Telecommuting 31 ARTICLE 17 — Working Conditions 33 17.4 Parking 33 17.5 Keys 33 17.6 Closing/Delayed Opening 33 17.7 Supervisor Change 34 ARTICLE 18 — Personnel Files 35 ARTICLE 19 — Administrative Faculty Evaluation 38 19.3 Procedures 39 19.4 Schedule 40 ARTICLE 20 — Discipline 41 20.3.1 Written Reprimand 42 20.3.2 Abandonment 42 ARTICLE 21 — Grievance Procedure 43 21.1 Procedural Guarantees 43 21.2 Definitions 43 Table of Contents Page 21.2.1 Grievance 43 21.2.3 Grievant 43 21.3 Procedure for Handling Grievances 44 21.3.1 Grievance Forms 44 21.3.2 Submission of Grievance Forms 44 21.3.3 Preparation of Grievances 44 21.3.4 Rights of SUOAF-AFSCME 44 21.3.5 Time Limits 44 21.3.6 Expedition of Grievances 45 21.4 Steps in the Grievance Procedure 45 21.4.1 Step 1 – Xxxx/Vice President 45 21.4.2 Step 2 – University President/Chancellor 45 21.4.3 Step 3 Section 1.1 Defined Terms 3 – Board of Regents for Higher Education 46 21.4.4 Step 4 – Arbitration 46 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant 22 — Professional Growth. 48 22.2 Course Privileges 48 22.3 Organizational Memberships 48 22.4 Workshops and Other Activities 49 22.5 Licensing Fees 49 22.6 Professional Development Funds 49 ARTICLE 23 — Professional Travel 50 ARTICLE 24 — Leaves With Pay 51 24.1 Personal Leave 51 24.2 Sick Leave and Sick Leave Bank 51 24.2.1 Sick Leave 51 24.2.10 Sick Leave Bank 53 24.3 Holidays 55 24.4 Vacations 56 24.5 Short-term Leaves for Professional Reasons 57 24.6 Court Leave 57 24.7 Short-term Military Leave 57 24.8 Sabbatic Leaves 57 24.9 Benefits Upon Transfer 58 ARTICLE 25 — Leaves Without Pay 59 25.1 Family and Medical Leave 59 25.2 Other Leaves Without Pay 60 ARTICLE 26 — Maternity Leave 61 26.1 Maternity Leave 61 26.2 Adoption Leave 61 Table of Proxy 6 Contents ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations 27 — Inventions and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”)Marketable Discoveries, and the Person listed on Schedule 1 hereto Page Computer Use 63 ARTICLE 28 — Retrenchment 65 28.1 Declaration of Financial or Programmatic Exigency 65 28.7 Reappointment of a Retrenched Administrative Faculty Member 67 ARTICLE 29 — Compensation 68 29.2 Definitions 68 29.2.1 Current Base Salary Rate 68 29.2.2 Continuing Member 68 29.3 SEBAC Provisions (the “Company T Shareholder”).economic) 68 ARTICLE 30 — Fringe Benefits 72 30.2 Individual Retirement Annuities 72 30.3 Insurance Provisions 72 30.3.1 Health Insurance 72
Appears in 1 contract
Samples: Agreement
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 THE MERGER 1 Section 1.1 Defined 1.01 Terms of the Merger 1 Section 1.02 Bank Merger 1 Section 1.03 Tax Consequences 1 Section 1.04 Articles of Organization and Bylaws 2 Section 1.05 Directors of Surviving Corporation After Effective Time 2 Section 1.06 Effect of the Merger 2 Section 1.07 Effective Date and Effective Time; Closing 2 Section 1.08 Alternative Structure 2 Section 1.09 Additional Actions 2 Section 1.10 Absence of Control 3 ARTICLE II VOTING CONSIDERATION; EXCHANGE PROCEDURES 3 Section 2.01 Merger Consideration 3 Section 2.02 Rights as Shareholders; Stock Transfers 3 Section 2.03 No Fractional Shares 3 Section 2.04 Treasury Shares 3 Section 2.05 Reserved 3 Section 2.06 Exchange Procedures. 3 Section 2.07 Reservation of Shares 5 Section 2.1 Agreement to Vote 2.08 Listing of Additional Shares 5 Section 2.2 Grant 2.09 Effect on Outstanding Shares of Proxy 6 WFD Common Stock 5 Section 2.10 Effect on Outstanding CBNK Equity Awards 5 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 OF CBNK 6 Section 3.1 3.01 Making of Representations and Warranties 6 Section 3.02 Organization, Standing and Authority of the Company T Shareholder CBNK 6 Section 3.03 Organization, Standing and Authority of Chicopee Bank 6 Section 3.04 CBNK Capital Stock 6 Section 3.05 Subsidiaries 7 Section 3.2 Representations 3.06 Corporate Power; Minute Books 7 Section 3.07 Execution and Warranties Delivery 7 Section 3.08 Regulatory Approvals; No Defaults 7 Section 3.09 Financial Statements 8 Section 3.10 Securities Filings 8 Section 3.11 Absence of Company Y Certain Changes or Events. 8 ARTICLE IV OTHER COVENANTS Section 3.12 Financial Controls and Procedures 9 Section 4.1 Prohibition on Transfers of Company T Shares 3.13 Regulatory Matters 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 3.14 Legal Proceedings 10 Section 4.4 Share Dividends, etc. 3.15 Compliance with Laws 10 Section 4.5 No Solicitation 3.16 Material Contracts; Defaults 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 3.17 Brokers 11 Section 4.8 Documentation and Information 3.18 Employee Benefit Plans 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 3.19 Labor Matters 12 Section 5.1 Interpretation 3.20 Environmental Matters 12 Section 5.2 Termination 3.21 Tax Matters 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 3.22 Investment Securities 14 Section 5.5 Amendment 3.23 Derivative Transactions 14 Section 5.6 Extension3.24 Loans; Waiver Nonperforming and Classified Assets 14 Section 3.25 Tangible Properties and Assets 15 Section 5.7 Entire Agreement 3.26 Intellectual Property 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 3.27 Fiduciary Accounts 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).3.28 Insurance 16
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TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 5.1 Accounting and Records to the Certificateholders, the Internal Revenue Service and Others 34 Section 2.1 5.2 Signature on Returns; Partnership Representative 34 Article VI Authority and Duties of Owner Trustee 35 Section 6.1 General Authority 35 Section 6.2 General Duties 36 Section 6.3 Action upon Instruction 36 Section 6.4 No Duties Except as Specified in this Agreement to Vote 5 or in Instructions 38 Section 2.2 Grant 6.5 No Action Except under Specified Documents or Instructions 39 Section 6.6 Restrictions 39 Article VII Concerning the Owner Trustee 39 Section 7.1 Acceptance of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Trusts and Duties 39 Section 3.1 7.2 Furnishing of Documents 42 Section 7.3 Representations and Warranties 42 Section 7.4 Reliance; Advice of the Company T Shareholder 7 Counsel 48 Section 3.2 Representations 7.5 Not Acting in Individual Capacity 43 Section 7.6 Owner Trustee Not Liable for Certificates or Loans 44 Section 7.7 Owner Trustee May Own Certificates and Warranties Notes 44 Section 7.8 Payments from Trust Property 44 Section 7.9 Doing Business in Other Jurisdictions 45 Section 7.10 Owner Trustee Knowledge 45 Article VIII Compensation of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Owner Trustee 46 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs 8.1 Owner Trustee’s Fees and Expenses 16 46 Section 5.16 Counterparts8.2 Indemnification 46 Section 8.3 Payments to the Owner Trustee 47 Section 8.4 Non-Recourse Obligations 48 Article IX Termination of Trust Agreement 48 Section 9.1 Termination of Trust Agreement 48 Article X Successor Owner Trustees and Additional Owner Trustees 50 Section 10.1 Eligibility Requirements for Owner Trustee 50 Section 10.2 Resignation or Removal of Owner Trustee 50 Section 10.3 Successor Owner Trustee 51 Section 10.4 Merger or Consolidation of Owner Trustee 52 Section 10.5 Appointment of Co-Owner Trustee or Separate Owner Trustee 52 Article XI Miscellaneous 53 Section 11.1 Supplements and Amendments 53 Section 11.2 Limitations on Rights of Others 55 Section 11.3 Notices 55 Section 11.4 Severability 55 Section 11.5 Separate Counterparts 56 -ii- TABLE OF CONTENTS Section 11.6 Assignments 56 Section 11.7 No Petition 56 Section 11.8 No Recourse 56 Section 11.9 Certain Damages. 56 Section 11.10 Headings 57 Section 11.11 GOVERNING LAW; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX WAIVER OF DEFINED TERMS Term JURY TRIAL 57 Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange 11.12 Servicer as Administrator 57 Section 11.13 PATRIOT Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING 57 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 11February 21, 2012 2019, among CREDIT ACCEPTANCE FUNDING LLC 2019-1, a Delaware limited liability company (this formerly known as Credit Acceptance Funding LLC 2018-4), as sponsor and seller (the “AgreementSeller”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws each of the Cayman Islands (“Company Y”)initial members of the Board of Trustees of the Trust, as Regular Trustees, and the Person listed on Schedule 1 hereto U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Owner Trustee (solely in such capacity and not in its individual capacity, the “Company T ShareholderOwner Trustee”).
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE I GENERAL 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 38 Section 1.03 Incorporation by Reference of Trust Indenture Act 38 Section 1.04 Rules of Construction 39 ARTICLE 2 THE NOTES 39 Section 2.01 Form and Dating 39 Section 2.02 Execution and Authentication 40 Section 2.03 Registrar and Paying Agent 40 Section 2.04 Paying Agent to Hold Money in Trust 41 Section 2.05 Noteholder Lists 41 Section 2.06 Transfer and Exchange 41 Section 2.07 Replacement Notes 42 Section 2.08 Outstanding Notes 42 Section 2.09 Temporary Notes 42 Section 2.10 Cancellation 42 Section 2.11 Defaulted Interest 43 Section 2.12 CUSIP Numbers 43 Section 2.13 Issuance of Additional Notes 43 ARTICLE 3 REDEMPTION AND PREPAYMENT 44 Section 1.1 Defined Terms 3 3.01 Notices to Trustee 44 Section 3.02 Selection of Notes to Be Redeemed 44 Section 3.03 Notice of Redemption 45 Section 3.04 Effect of Notice of Redemption 46 Section 3.05 Deposit of Redemption Price 46 Section 3.06 Notes Redeemed in Part 47 Section 3.07 Optional Redemption 47 Section 3.08 Mandatory Redemption 48 Section 3.09 Offer to Purchase by Application of Excess Proceeds 49 Section 3.10 No Mandatory Sinking Fund 50 ARTICLE II VOTING 4 COVENANTS 51 Section 4.01 Payment of Notes 51 Section 4.02 Maintenance of Office or Agency 51 Section 4.03 Reports 52 Section 4.04 Compliance Certificate 53 Section 4.05 Taxes 53 Section 4.06 Stay, Extension and Usury Laws 53 Section 4.07 Limitation on Restricted Payments 54 Section 4.08 Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries 59 Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock 61 Section 4.10 Limitation on Asset Sales 66 Section 4.11 Limitation on Transactions with Affiliates 69 Section 4.12 Limitation on Liens 71 Section 4.13 Additional Subsidiary Guarantees 72 Section 4.14 Existence 72 Section 4.15 Offer to Repurchase Upon Change of Control 72 Section 4.16 Payments for Consent 75 Section 4.17 Designation of Restricted and Unrestricted Subsidiaries 75 Section 4.18 Business Activities 75 Section 4.19 Suspended Covenants 76 Section 4.20 After-Acquired Property 76 Section 4.21 Further Assurances 77 ARTICLE 5 SUCCESSORS 77 Section 2.1 Agreement 5.01 Merger, Consolidation, or Sale of Assets 77 Section 5.02 Successor Substituted 79 ARTICLE 6 DEFAULTS AND REMEDIES 79 Section 6.01 Events of Default 79 Section 6.02 Acceleration 82 Section 6.03 Other Remedies 82 Section 6.04 Waiver of Past Defaults 82 Section 6.05 Control by Majority 82 Section 6.06 Limitation on Suits 83 Section 6.07 Rights of Holders of Notes to Vote 5 Receive Payment 83 Section 2.2 Grant 6.08 Collection Suit by Trustee 83 Section 6.09 Trustee is Authorized to File Proofs of Proxy 6 Claim 84 Section 6.10 Priorities 84 Section 6.11 Undertaking for Costs 85 Section 6.12 The Collateral Agent 85 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 TRUSTEE 85 Section 3.1 Representations and Warranties 7.01 Duties of Trustee 85 Section 7.02 Rights of Trustee 86 Section 7.03 Individual Rights of Trustee 87 Section 7.04 Trustee’s Disclaimer 87 Section 7.05 Notice of Defaults 88 Section 7.06 Reports by Trustee to Holders of the Company T Shareholder 7 Notes 88 Section 3.2 Representations 7.07 Compensation and Warranties Indemnity 88 Section 7.08 Replacement of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Trustee 89 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends7.09 Successor Trustee by Merger, etc. 10 90 Section 4.5 No Solicitation 10 7.10 Eligibility; Disqualification 90 Section 4.6 No Inconsistent Agreements 10 7.11 Preferential Collection of Claims Against the Company 90 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 91 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).8.01 Option to Effect Legal Defeasance or Covenant Defeasance 91
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TABLE OF CONTENTS. Page ARTICLE I GENERAL Purchase and Sale 1 Section 1.01 Purchase and Sale of Purchased Assets 1 Section 1.02 Excluded Assets 3 Section 1.1 Defined Terms 1.03 Assumed Liabilities 3 Section 1.04 Excluded Liabilities 4 Section 1.05 Purchase Price; Calculation of Estimated Purchase Price. 5 Section 1.06 Post-Closing Purchase Price Adjustment. 6 Section 1.07 Allocation of Purchase Price 8 Section 1.08 Withholding Tax 8 Section 1.09 Third Party Consents 8 ARTICLE II VOTING 5 Closing; Termination 9 Section 2.1 Agreement 2.01 Closing 9 Section 2.02 Closing Deliverables. 9 Section 2.03 Conditions to Vote 5 Buyer’s Obligations 10 Section 2.2 Grant of Proxy 6 2.04 Conditions to Sellers’ Obligations 11 Section 2.05 Termination. 12 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Sellers and Owner 13 Section 3.2 3.01 Organization and Qualification of Sellers 13 Section 3.02 Authority of Sellers and Owners. 13 Section 3.03 No Conflicts; Consents 14 Section 3.04 Financial Statements 15 Section 3.05 [Reserved] 15 Section 3.06 Absence of Certain Changes, Events and Conditions 15 Section 3.07 Material Contracts 16 Section 3.08 Title to Purchased Assets 19 Section 3.09 Condition of Assets; Sufficiency 19 Section 3.10 Real Property 19 Section 3.11 Intellectual Property 20 Section 3.12 Inventory 23 Section 3.13 Accounts Receivable 23 Section 3.14 Customers and Suppliers 23 Section 3.15 Insurance 24 Section 3.16 Legal Proceedings; Governmental Orders 24 Section 3.17 Compliance With Laws; Permits 24 Section 3.18 [Reserved] 25 Section 3.19 Employee Benefit Matters 25 Section 3.20 Employment Matters 26 ACTIVE 55877614v16 Section 3.21 Taxes 27 Section 3.22 Brokers 28 Section 3.23 Related Parties Transactions 28 Section 3.24 Product Warranty; Product Liability 28 ARTICLE IV Representations and Warranties of Company Y 8 Buyer 29 Section 4.01 Organization of Buyer 29 Section 4.02 Authority of Buyer 29 Section 4.03 No Conflicts; Consents 29 Section 4.04 Brokers 29 Section 4.05 Sufficiency of Funds 29 Section 4.06 Legal Proceedings 29 Section 4.07 No Other Representations 30 ARTICLE IV OTHER COVENANTS 9 V Covenants 30 Section 4.1 Prohibition on Transfers of Company T Shares 9 5.01 Employees and Employee Benefits 30 Section 4.2 Prohibition on Transfers of Company Y Shares 9 5.02 Confidentiality 31 Section 4.3 Additional Shares 10 5.03 Non-Competition; Non-Solicitation 31 Section 4.4 Share Dividends, etc. 10 5.04 Public Announcements 33 Section 4.5 No Solicitation 10 5.05 Bulk Sales Laws 33 Section 4.6 No Inconsistent Agreements 10 5.06 Receivables 33 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 5.07 Transfer Taxes 33 Section 4.8 Documentation and Information 11 5.08 Straddle Period Taxes 34 Section 4.9 Registration of ADS 11 Section 4.10 5.09 Further Assurances 11 34 Section 5.10 Conduct of the Business 34 Section 5.11 Access 35 Section 5.12 Subsequent Actions 35 Section 5.13 Exclusivity 36 Section 5.14 Alternate Procedure 36 Section 5.15 Remotely Transferred Assets 36 Section 5.16 Privileged Communications 36 Section 5.17 Cooperation; Records and Documents 36 Section 5.18 Use of “miraDry” Name; Corporate Name 37 ARTICLE V MISCELLANEOUS 12 VI Indemnification 38 Section 5.1 6.01 Survival 38 Section 6.02 Indemnification By Sellers 38 Section 6.03 Indemnification By Buyer 38 Section 6.04 Certain Limitations 39 Section 6.05 Indemnification Procedures 40 Section 6.06 Payments 41 Section 6.07 Tax Treatment of Indemnification Payments 42 Section 6.08 [Reserved] 42 ACTIVE 55877614v16 Section 6.09 Exclusive Remedies 42 ARTICLE VII Definitions 42 ARTICLE VIII Miscellaneous 52 Section 8.01 Expenses 52 Section 8.02 Notices 52 Section 8.03 Interpretation 12 53 Section 5.2 Termination 13 8.04 Headings 53 Section 5.3 Governing Law and Venue 13 8.05 Severability 53 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 8.06 Entire Agreement 15 53 Section 5.8 8.07 Successors and Assigns 53 Section 8.08 No Third-Party party Beneficiaries 15 53 Section 5.9 Severability 15 8.09 Amendment and Modification; Waiver 54 Section 5.10 Rules 8.10 Governing Law; Submission to Jurisdiction; Waiver of Construction 15 Jury Trial 54 Section 5.11 Assignment 16 Section 5.12 8.11 Specific Performance 16 55 Section 5.13 Company T Shareholder Capacity 16 8.12 Counterparts 55 Section 5.14 No Ownership Interest 16 8.13 Prevailing Party 55 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER 8.14 Guarantee 55 ACTIVE 55877614v16 ASSET PURCHASE AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 This Asset Purchase Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), dated as of May 11, 2021, is entered into by and among Youku (i) miraDry, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (“Company YmiraDry”), (ii) miraDry Holdings, Inc., a Delaware corporation (“MD Holdings”), (iii) miraDry International, Inc., a Delaware corporation (“MD International”, and the Person listed on Schedule 1 hereto collectively with miraDry and MD Holdings, “Sellers”), (the v) miraDry Acquisition Company, Inc., a Delaware corporation (“Company T ShareholderBuyer”), (vi) Sientra, Inc., a Delaware corporation (“Owner”), and, solely for purposes of Section 8.14, 1315 Capital II, LP, a Delaware limited partnership (“Guarantor”).
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE I GENERAL DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Definitions 2 Section 1.2 Incorporation by Reference of Trust Indenture Act 2 Section 1.3 Rules of Construction 2 ARTICLE II THE NOTES 3 Section 1.1 Defined Terms 2.1 Form 3 ARTICLE II VOTING Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.1 Agreement to Vote 2.4 Tax Treatment 5 Section 2.2 Grant 2.5 Registration; Registration of Proxy Transfer and Exchange 6 Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 13 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 15 Section 2.15 Retained Notes 16 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 COVENANTS 20 Section 3.1 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement 20 Section 3.2 Maintenance of Office or Agency 22 Section 3.3 Money for Payments To Be Held in Trust 22 Section 3.4 Existence 23 Section 3.5 Protection of Trust Estate 24 Section 3.6 Opinions as to Trust Estate 24 Section 3.7 Performance of Obligations; Servicing of Receivables 25 Section 3.8 Negative Covenants 27 Section 3.9 Annual Statement as to Compliance 28 Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms 28 Section 3.11 Successor or Transferee 30 Section 3.12 No Other Business 30 Section 3.13 No Borrowing 30 Section 3.14 Servicer’s Obligations 30 Section 3.15 Guarantees, Loans, Advances and Other Liabilities 30 Section 3.16 Capital Expenditures 31 Section 3.17 Restricted Payments 31 Section 3.18 Notice of Events of Default 31 Section 3.19 Removal of Administrator 31 Section 3.20 Further Instruments and Acts 31 Section 3.21 Sales Finance Company Licenses 31 Section 3.22 Representations and Warranties by the Issuer to the Indenture Trustee 31 ARTICLE IV SATISFACTION AND DISCHARGE 32 Section 4.1 Satisfaction and Discharge of Indenture 32 Section 4.2 Satisfaction, Discharge and Defeasance of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Notes 33 Section 4.3 Additional Shares 10 Application of Trust Money 34 Section 4.4 Share DividendsRepayment of Monies Held by Paying Agent 34 ARTICLE V REMEDIES 34 Section 5.1 Events of Default 34 Section 5.2 Acceleration of Maturity; Rescission and Annulment 35 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 36 Section 5.4 Remedies; Priorities 38 Section 5.5 Optional Preservation of the Receivables 41 Section 5.6 Limitation of Suits 42 Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest 42 Section 5.8 Restoration of Rights and Remedies 43 Section 5.9 Rights and Remedies Cumulative 43 Section 5.10 Delay or Omission Not a Waiver 43 Section 5.11 Control by Noteholders of the Controlling Class 43 Section 5.12 Waiver of Past Defaults 44 Section 5.13 Undertaking for Costs 44 Section 5.14 Waiver of Stay or Extension Laws 44 Section 5.15 Action on Notes 45 Section 5.16 Performance and Enforcement of Certain Obligations 45 ARTICLE VI THE INDENTURE TRUSTEE 46 Section 6.1 Duties of Indenture Trustee 46 Section 6.2 Rights of Indenture Trustee 48 Section 6.3 Individual Rights of Indenture Trustee 49 Section 6.4 Indenture Trustee’s Disclaimer 49 Section 6.5 Notice of Defaults 49 Section 6.6 Reports by Indenture Trustee to Holders 49 Section 6.7 Compensation and Indemnity 50 Section 6.8 Replacement of Indenture Trustee 51 Section 6.9 Successor Indenture Trustee by Xxxxxx 51 Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 52 Section 6.11 Eligibility; Disqualification 53 Section 6.12 Preferential Collection of Claims Against Issuer 54 Section 6.13 Communications Regarding Demands to Purchase Receivables 54 ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS; ASSET REPRESENTATIONS REVIEW 54 Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders 54 Section 7.2 Preservation of Information; Communications to Noteholders 54 Section 7.3 Reports by Issuer 55 Section 7.4 Reports by Indenture Trustee 55 Section 7.5 Noteholder Communications 55 Section 7.6 Asset Representations Review 56 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 57 Section 8.1 Collection of Money 57 Section 8.2 Trust Accounts 58 Section 8.3 General Provisions Regarding Accounts 58 Section 8.4 Release of Trust Estate 59 Section 8.5 Opinion of Counsel 60 ARTICLE IX SUPPLEMENTAL INDENTURES 60 Section 9.1 Supplemental Indentures Without Consent of Noteholders 60 Section 9.2 Supplemental Indentures with Consent of Noteholders 61 Section 9.3 Execution of Supplemental Indentures 63 Section 9.4 Effect of Supplemental Indenture 63 Section 9.5 Conformity with Trust Indenture Act 63 Section 9.6 Reference in Notes to Supplemental Indentures 63 ARTICLE X REDEMPTION OF NOTES 63 Section 10.1 Redemption 63 Section 10.2 Form of Redemption Notice 64 Section 10.3 Notes Payable on Redemption Date 64 ARTICLE XI MISCELLANEOUS 65 Section 11.1 Compliance Certificates and Opinions, etc 65 Section 11.2 Form of Documents Delivered to Indenture Trustee 66 Section 11.3 Acts of Noteholders 67 Section 11.4 Notices, etc. 10 ., to Indenture Trustee, Issuer and Rating Agencies 68 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 11.5 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extensionto Noteholders; Waiver 15 69 Section 5.7 Entire Agreement 15 11.6 Alternate Payment and Notice Provisions 69 Section 5.8 11.7 Conflict with Trust Indenture Act 69 Section 11.8 Effect of Headings and Table of Contents 70 Section 11.9 Successors and Assigns 70 Section 11.10 Severability 70 Section 11.11 Benefits of Indenture 70 Section 11.12 Legal Holiday 70 Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF RIGHT TO JURY TRIAL 70 Section 11.14 Counterparts and Electronic Signature 71 Section 11.15 Recording of Indenture 71 Section 11.16 Trust Obligation 71 Section 11.17 No Petition 72 Section 11.18 Inspection 72 Section 11.19 Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).72
Appears in 1 contract
Samples: Indenture (Carmax Auto Funding LLC)
TABLE OF CONTENTS. Page ARTICLE Article I GENERAL 3 DEFINITIONS 1 Section 1.1 Defined Terms 3 ARTICLE Definitions 1 Section 1.2 Construction 17 Section 1.3 Including 17 Article II VOTING 5 ORGANIZATION 17 Section 2.1 Agreement to Vote 5 Formation 17 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Company Name 17 Section 3.1 Representations and Warranties 2.3 The Certificate, Etc 17 Section 2.4 Term of the Company T Shareholder 7 17 Section 2.5 Registered Office, Registered Agent, Principal Office, Other Offices 17 Section 2.6 Purposes 18 Section 2.7 Powers of the Company 18 Section 2.8 Foreign Qualification 19 Section 2.9 No State Law Partnership 19 Section 2.10 Subsidiaries 20 Article III COMPANY INVESTMENTS; MEMBERSHIP; CAPITAL CONTRIBUTIONS 20 Section 3.1 Company Investments. 20 Section 3.2 Representations and Warranties Members 21 Section 3.3 No Liability of Company Y 8 ARTICLE Members. 24 Section 3.4 Capital Contributions. 24 Section 3.5 Mortgage Loan; Financing 28 Section 3.6 Certification of Membership Interests 29 Section 3.7 Other Activities 29 Article IV OTHER COVENANTS 9 CAPITAL ACCOUNTS 30 Section 4.1 Prohibition on Transfers Establishment and Determination of Company T Shares 9 Capital Accounts 30 Section 4.2 Prohibition on Transfers Computation of Company Y Shares 9 Amounts 30 Section 4.3 Additional Shares 10 Negative Capital Accounts 31 Section 4.4 Share Dividends, etc. 10 Company Capital 31 Section 4.5 No Solicitation 10 Adjustments to Book Value 31 Section 4.6 No Inconsistent Agreements 10 Compliance With Treasury Regulations Section 1.704-l(b) 32 Section 4.7 Waiver Transfer of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE Capital Accounts 32 Article V MISCELLANEOUS 12 DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES 32 Section 5.1 Interpretation 12 Generally 32 Section 5.2 Termination 13 Initial Distribution 33 Section 5.3 Governing Law and Venue 13 Net Operating Cash Flow Distributions 33 Section 5.4 Notices 14 Profits Interest 33 Section 5.5 Amendment 14 Allocation of Profits and Losses. 34 Section 5.6 Extension; Waiver 15 Special Allocations 34 Section 5.7 Entire Agreement 15 Tax Allocations. 36 Section 5.8 No Third-Party Beneficiaries 15 Definitions. 36 Section 5.9 Severability 15 Section 5.10 Rules 754 Election 37 Article VI MANAGEMENT POWER, RIGHTS AND DUTIES 38 Section 6.1 Management by the Members. 38 Section 6.2 Manager. 38 Section 6.3 Restrictions on Certain Actions 40 Section 6.4 Limitation on Authority of Construction 15 Members 41 Section 5.11 Assignment 16 6.5 Meetings of and Voting by Members. 41 Section 5.12 Specific 6.6 Asset Management Fee 41 Section 6.7 Management Agreement 42 Section 6.8 Intentionally Omitted. 42 Section 6.9 Annual Operating Budget 42 Section 6.10 Reporting Requirements 43 Section 6.11 Agreements with PECO Affiliates 44 Section 6.12 Property Insurance 45 Section 6.13 Contribution Agreement 45 Article VII EXCULPATION AND INDEMNIFICATION 46 Section 7.1 Performance 16 of Duties; No Liability 46 Section 5.13 7.1 Confidential Information 46 Section 7.2 Transactions Between the Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Members. 47 Section 7.3 Right to Indemnification 47 Section 7.4 Advance Payment 48 Section 7.5 Indemnification of Agents 48 Section 7.6 Indemnitor of First Resort 48 Section 7.7 Indemnity Survival Period 49 Section 7.8 Appearance as a Witness 49 Section 7.9 Nonexclusivity of Rights 49 Section 7.10 Insurance 49 Section 7.11 Savings Clause 49 Section 7.12 Limited Liability 49 Article VIII TAXES 50 Section 8.1 Tax Returns; Tax Elections 50 Section 8.2 Tax Matters Partner 50 Section 8.3 Reserves 51 Section 8.4 Code Section 83 Safe Harbor Election 51 Article IX TRANSFERS AND OTHER EVENTS 52 Section 9.1 Transfer of Interest 52 Section 9.2 Assignments Generally; Substituted Member 52 Section 9.3 Rights and Obligations of Assignees and Transferring Members
Appears in 1 contract
Samples: Limited Liability Company Agreement (Phillips Edison Grocery Center Reit Ii, Inc.)
TABLE OF CONTENTS. Page ARTICLE I GENERAL PAGE SECTION 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Other References 3 Section 1.1 Defined Terms 1.3 Construction 5 SECTION 2 COVENANT TO PAY 6 SECTION 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy CHARGE 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section SECTION 4 CONTINUING SECURITY 6 4.1 Prohibition on Transfers of Company T Shares 9 Section Continuing Security 6 4.2 Prohibition on Transfers of Company Y Shares 9 Section Reinstatement 6 4.3 Additional Shares 10 Section Other Security 6 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal defenses 7 4.5 Appropriations 8 4.6 Non-competition 8 SECTION 5 FURTHER ASSURANCE AND PERFECTION 9 5.1 General Assurance 9 5.2 Additional Documents 9 5.3 Further Advances 9 5.4 Retention of Documents 9 5.5 Power to Remedy 9 SECTION 6 NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS 9 SECTION 7 REPRESENTATIONS 10 7.1 Reliance 10 7.2 Representations 10 7.3 Repetition 10 SECTION 8 UNDERTAKINGS 11 8.1 Duration of Undertakings 11 8.2 Title Documents 11 8.3 Registration 11 8.4 Shares Before a Declared Default 11 8.5 Shares After a Declared Default 11 8.6 Exclusion of duties of Security Agent 12 SECTION 9 INDEMNITY 12 SECTION 10 POWER OF ATTORNEY 13 SECTION 11 ENFORCEMENT 13 11.1 Enforcement 13 11.2 No Liability as Mortgagee in Possession 13 SECTION 12 POWERS OF THE SECURITY AGENT 13 12.1 Statutory Restrictions 14 12.2 Enforcement Powers 14 12.3 Statutory Powers 14 12.4 Appointment of Receiver or Administrator 14 12.5 Exercise of Powers 14 SECTION 13 RECEIVER 14 13.1 Receiver as Agent 14 13.2 Powers of Receiver 15 13.3 Removal of Receiver 16 13.4 Remuneration of Receiver 16 13.5 Several Receivers 16 SECTION 14 APPLICATION OF MONEYS 16 14.1 Order of Application 16 14.2 Section 109 Law of Property Xxx 0000 17 14.3 Application against Secured Obligations 17 14.4 Suspense Account 17 SECTION 15 PROTECTION OF THIRD PARTIES 17 15.1 No Obligation to Enquire 17 15.2 Receipt Conclusive 18 SECTION 16 PROTECTION OF SECURITY AGENT AND RECEIVER 18 16.1 No liability 18 16.2 Liability of Chargor 18 SECTION 17 COSTS AND EXPENSES 18 17.1 Expenses 18 17.2 Enforcement Expenses 18 17.3 Stamp Duties, etc 19 17.4 Default Interest 19 SECTION 18 CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS 19 18.1 Cumulative Powers 19 18.2 Amounts Avoided 19 18.3 Discharge Conditional 19 SECTION 19 RELEASE OF SECURITY 20 SECTION 20 RULING OFF ACCOUNTS 20 SECTION 21 DELEGATION 20 SECTION 22 REDEMPTION OF PRIOR CHARGES 20 SECTION 23 SET-OFF 20 23.1 Set-Off Rights 20 23.2 Different Currencies 21 23.3 Unliquidated Claims 21 SECTION 24 NOTICES 21 24.1 Mode of Service 21 24.2 Deemed Service 22 SECTION 25 CHANGES TO PARTIES 23 25.1 Assignment by the Security Agent 23 25.2 Changes to Parties 23 SECTION 26 CURRENCY 23 26.1 Conversion 23 26.2 No Discharge 23 SECTION 27 MISCELLANEOUS 23 27.1 Payments 23 27.2 Certificates Conclusive 24 27.3 Invalidity 24 27.4 Counterparts 24 27.5 Failure to Execute 24 27.6 Perpetuity Period 24 27.7 Third Party Rights 24 SECTION 28 GOVERNING LAW 24 SECTION 29 JURISDICTION 24 29.1 Submission to Jurisdiction 25 29.2 Forum Convenience The Chargor: 25 29.3 Service of Process 25 29.4 Waiver of Immunity 25 29.5 Waiver of trial by jury 26 SCHEDULE I THIS DEED is dated June 5, 2007 and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).is made BETWEEN:
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE SECTION A - GENERAL Article A1. Purpose of Agreement 1 Article A2. Application, Duration and Amendments 1 Article A3. Interpretation and Definitions 1 Article A4. Recognition 3 Article A5. Administrative Authority 4 Article A6. Information 4 Article A7. Correspondence. 4 Article A8. Negotiations 5 Article A9. General Grievance Procedure 6 Article A10. Mediation 7 Article A11. Interest Arbitration 7 Article A12. Rights Arbitration 9 Article A13. Responsibility for the Continuance of Operations 9 Article A14. Committee Structures and Purposes 9 Article A15. Savings Clause 10 Article A16. Discrimination. 11 Article A17. Election of Payment Modality 11 Article A18. Shadow Billing. 11 SECTION B - SALARIED PHYSICIANS Article B1. Application of Sections A, C & D to Salaried Physicians 12 Article B2. Employing Authority - Management Rights. 12 Article B3. Job Descriptions 12 Article B4. Grievance Procedure - Salaried Physicians 13 Article B5. Hours of Work 14 Article B6. Workers’ Compensation 15 Article B7. Sick Leave 15 Article B8. Special Leave 16 Article B9. Vacations. 17 Article B10. Statutory Holidays 18 Article B11. Maternity/Paternity/Parental Leave 19 Article B12. Compassionate Leave 20 Article B13. Travel 20 Article B14. Loss of Personal Effects. 20 Article B15. Termination of Employment and Discipline. 21 Article B16. Liability 21 Article B17. Continuing Medical Education (CME) 22 Article B18. Salaries 24 Article B19. Pension and Benefit Coverage 26 Article B20. Compensation for Uninsured Services/Third Party Xxxxxxxx 26 Article B21. On-Call Duty (Salaried Specialists Only) 27 SECTION C - OTHER PHYSICIAN SERVICES Article C1. Tariff of Fees 28 Article C2. Emergency Department Services 28 Article C3. On-Call Services 31 Article C4. Independent Contractors 35 Article C5. Clinical Work Incentive 36 Article C6. Long Term Care 38 Article C7. Visiting Specialists. 39 Article C8. Chief and Deputy Chief Health Officers 40 Article C9. Honoraria 41 Article C10. Medical Trainee Sponsorship 42 Article C11. Partial Payment for Physicians Outside the Complement 42 Article C12. International Classification of Diseases Coding (ICD) 42 Article C13. Patient Access To Physician Program 42 Article C14. Collaborative Family Practice Incentive Program 43 SECTION D - NON-CLINICAL PROGRAM FUNDING Article D1. Physician Retention Program 45 Article D2. CMPA Assistance 45 Article D3. CME and Clinical Skills Upgrade. 47 Article D4. Summer Program for Medical Students 48 Article D5. MD Support Program 49 Article D6. Maternity/Parental Benefits Program 49 ATTACHMENTS Memorandum of Agreement - Chief Coroner 52 Appendix A Contract of Employment: Salaried Physician 00 Xxxxxxxx X Contract for Services. 56 Appendix C Contract for Services: Long Term Care 61 Appendix D Emergency Service Coverage Agreement 00 Xxxxxxxx X Emergency Department On-Site Coverage - Funded Hours. 70 Appendix F Long Term Care Facilities and Bed Count 71 Appendix G Locum Tenens Policy and Support Program 72 Appendix H Patient Access To Physician Program Agreement 79 Appendix I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant Maternity/Parental Benefits Program 80 Appendix J Physician Honoraria Policy. 84 Appendix K Clinical Work Incentive Threshold Xxxxxxxxx 00 Xxxxxxxx X New Fee Codes 87 Schedule A Tariff of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share DividendsFees (Preamble, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT Visits, Procedures, Fee Code Index) 92 SECTION A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).- GENERAL
Appears in 1 contract
Samples: Master Agreement
TABLE OF CONTENTS. Page 6.4 Pre-Closing Access 45 6.5 Regulatory Compliance 46 6.6 Stockholder Consent 47 6.7 Transaction Expenses 47 6.8 Directors’ and Officers’ Indemnification and Insurance 47 6.9 Post-Closing Access 49 6.10 Contact with Customers, Suppliers and Other Business Relations 49 6.11 Resignations 49 6.12 Further Assurances 50 6.13 Exclusivity 50 6.14 Release 50 6.15 Consents 51 6.16 Termination of Certain Contracts 52 6.17 Deliveries 52 ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 VII CONDITIONS TO CLOSING 52 7.1 Conditions to all Parties’ Obligations 52 7.2 Conditions to the Parent’s and MergerCo’s Obligations 53 7.3 Conditions to the Company’s Obligations 54 ARTICLE II VOTING 5 Section 2.1 VIII EMPLOYMENT AND EMPLOYEE BENEFIT ARRANGEMENTS 54 8.1 Health and Welfare Plans 54 8.2 Crediting of Service 55 8.3 COBRA 55 8.4 No Third Party Beneficiaries 55 ARTICLE IX SURVIVAL; NO POST-CLOSING REMEDY 55 ARTICLE X TERMINATION 57 10.1 Termination of Agreement to Vote 5 Section 2.2 Grant 57 10.2 Effect of Proxy 6 Termination 58 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations XI MISCELLANEOUS 58 11.1 Entire Agreement; Waivers 58 11.2 Amendment or Modification 58 11.3 Severability 58 11.4 Successors and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share DividendsAssigns 58 TABLE OF CONTENTS Page 11.5 Notices 59 11.6 Public Announcements 60 11.7 Headings, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 61 11.8 Disclosure 61 11.9 Third Party Beneficiaries 61 11.10 Counterparts 61 11.11 Governing Law 61 11.12 CONSENT TO JURISDICTION 62 11.13 WAIVER OF JURY TRIAL 62 11.14 Specific Performance 62 11.15 Construction; Negotiation of Agreement 63 11.16 Interpretation 63 11.17 Stockholder Representative 63 11.18 Non-Recourse 65 11.19 Waiver of Appraisal Conflicts 65 EXHIBITS Exhibit A* Net Working Capital Exhibit B* Form of Escrow Agreement Exhibit C* Form of Certificate of Merger Exhibit D* Exhibit E* Form of Letter of Transmittal Form of Stockholder Consent * The above exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K and Dissenters’ Rights 11 Section 4.8 Documentation will be provided to the Securities and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER Exchange Commission upon request. AGREEMENT 21 INDEX AND PLAN OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING MERGER This AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 AND PLAN OF MERGER (this “Agreement”)) is made as of December 30, 2020, by and among Youku CENTRAL GARDEN & PET COMPANY, a Delaware corporation (the “Parent”), GENESIS MERGERCO, INC., a Delaware corporation (“MergerCo”), Flora Parent, Inc., an exempted company with limited liability incorporated under a Delaware corporation (the laws of the Cayman Islands (“Company YCompany”), and FS Equity Partners VII, L.P., a Delaware limited partnership, in its capacity as the Person listed on Schedule 1 hereto Stockholder Representative hereunder (the “Company T ShareholderStockholder Representative”).. Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Central Garden & Pet Co)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS 1 Section 1.1 1.01 Certain Defined Terms 3 1 Section 1.02 Definitions 6 Section 1.03 Interpretation and Rules of Construction 7 ARTICLE II VOTING 5 PURCHASE AND SALE OF EQUITY 7 Section 2.1 Agreement to Vote 5 2.01 Sale and Issuance of Class B Units 7 Section 2.2 Grant of Proxy 6 2.02 Purchase Price 7 Section 2.03 Closing 7 Section 2.04 Withholding 7 Section 2.05 Purchase Price Allocation 7 ARTICLE III CLOSING DELIVERABLES 8 Section 3.01 Closing Deliveries by the Company 8 Section 3.02 Closing Delivery by the Investor 8 ARTICLE IV REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS OF THE SELLER PARTIES 9 Section 4.1 Prohibition on Transfers of Company T Shares 4.01 Existence and Power 9 Section 4.2 Prohibition on Transfers of Company Y Shares 4.02 Authorization 9 Section 4.3 Additional Shares 4.03 Capitalization and Ownership; Subsidiaries; Indebtedness 9 Section 4.04 Valid Issuance of Class B Units 10 Section 4.4 Share Dividends, etc. 4.05 No Conflict 10 Section 4.5 No Solicitation 4.06 Governmental Consents and Approvals 10 Section 4.6 No Inconsistent Agreements 4.07 Financial Information 10 Section 4.7 Waiver 4.08 Absence of Appraisal and Dissenters’ Rights 11 Undisclosed Material Liabilities 10 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 4.09 Conduct in the Ordinary Course; No Material Adverse Effect 11 Section 4.10 Further Assurances Litigation; Orders 11 Section 4.11 Sufficiency of and Title to Assets 11 Section 4.12 Intellectual Property 11 Section 4.13 Taxes 12 Section 4.14 Compliance with Laws 14 Section 4.15 Insurance 14 Section 4.16 Environmental and Safety Laws 15 Section 4.17 Products 15 Section 4.18 Employees 15 Section 4.19 Permits 15 Section 4.20 Real Estate 15 Section 4.21 Affiliate Agreements 15 Section 4.22 Brokers 15 Section 4.23 Disclosure 15 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment REPRESENTATIONS AND WARRANTIES OF THE INVESTOR 16 Section 5.12 Specific Performance 5.01 Existence and Power 16 Section 5.13 Company T Shareholder Capacity 5.02 Authorization 16 Section 5.14 No Ownership Interest 5.03 Investment Purpose 16 Section 5.15 Costs and Expenses 5.04 Restricted Securities 16 Section 5.16 Counterparts; Effectiveness 5.05 No Public Market 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).5.06 Accredited Investor 17
Appears in 1 contract
TABLE OF CONTENTS. Page CONTRACT FORMAT INDEXING SYSTEM vi ARTICLE I GENERAL 1 – PARTIES TO THE AGREEMENT 1 ARTICLE 2 – RECOGNITION 2 ARTICLE 3 – TERM OF AGREEMENT 4 Section 1.1 Defined Terms 3 ARTICLE II VOTING 1. Effective Date. 4 Section 2. Notice to Negotiate 4 Section 3. Commencing Negotiations 4 Section 4. Scheduling Negotiations 4 Section 5. Mediation and Binding Arbitration. 4 Section 6. Agreement Extension. 4 Section 7. Reopening of Agreement 5 Section 2.1 8. Process to Open Agreement to Vote During Term 5 Section 2.2 Grant of Proxy ARTICLE 4 – COMPLETE AGREEMENT 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 5 – SEPARABILITY 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y ARTICLE 6 – NO STRIKE/NO LOCKOUT 8 ARTICLE IV OTHER COVENANTS 7 – UNION RIGHTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 1. Centralized State Payment System 9 Section 4.2 Prohibition on Transfers of Company Y Shares 2. Bulletin Boards 9 Section 4.3 Additional Shares 3. Union Presentations at Trainings 9 Section 4. Homecare and Personal Support Worker New Member Orientation. 9 Section 5. Employer Indemnity 9 Section 6. Service Period and Deductions 10 Section 4.4 Share Dividends, etc7. List of Representatives 10 Section 8. List and Information. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and 9. New Provider List Information 11 Section 4.9 Registration of ADS 10. Dues Deduction. 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 11. Associated Costs 12 Section 5.1 Interpretation 12. Other Deductions 12 Section 5.2 Termination 13. Service Period and Deductions 13 Section 5.3 Governing Law and Venue 14. Personal Support Workers in the Independent Choices Program (ICP) 13 Section 5.4 Notices 15. Paycheck Remittance Advice. 13 ARTICLE 8 – PAYROLL/VOUCHER SYSTEMS 14 Section 5.5 Amendment 1. Properly Completed Voucher or Timesheet 14 Section 5.6 Extension; Waiver 2. Voucher Submission Timelines 15 Section 5.7 Entire Agreement 3. For PSWs Paid Through a Fiscal Intermediary 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 4. Voucher Payment Processing Timelines 16 Section 5.12 Specific Performance 16 5. Timely and Accurate Pay 18 Section 5.13 Company T Shareholder Capacity 16 6. Payroll Transition for HCWs/PSWs 19 Section 5.14 7. Voucher Issuance Timelines 20 Section 8. Direct Deposit Options 20 Section 9. Termination of Employment 20 Section 10. Voucher Date Stamp Process 21 Section 11. HCW/PSW Credentials 21 ARTICLE 9 – NO DISCRIMINATION 23 Section 1. No Ownership Interest 16 Discrimination. 23 Section 5.15 Costs 2. Consumer Rights 23 ARTICLE 10 – OREGON HOME CARE COMMISSION REGISTRY (Registry) 24 Section 1. Inclusion in the Registry 24 Section 2. Definitions 24 Section 3. Available for Referral 25 Section 4. Online Referral Authorization 25 Section 5. Seeking Employment 26 Section 6. Registry Referrals and Expenses 16 Consumer Choice 26 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term 7. Personal Information – Credential Information Quarterly Review 26 Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 8. Unavailability for Referral in the Registry due to DHS/OHA Oregon Administrative Rule (this “Agreement”OARs), by and among Youku Inc., an exempted company with limited liability incorporated under the laws . Employment Status in one of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).State Provider Database Systems. 27
Appears in 1 contract
Samples: Letter of Agreement
TABLE OF CONTENTS. Page ARTICLE I GENERAL 1 - DEFINITIONS AND INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 13 ARTICLE 2 - PURCHASE AND SALE TRANSACTION 14 2.1 Purchase and Sale 14 2.2 No Financing Contingency 14 2.3 Seller Financing 14 ARTICLE 3 Section 1.1 Defined Terms 3 - PURCHASE PRICE 14 3.1 Extension Deposit 14 3.2 Cash at Closing 14 ARTICLE II VOTING 4 - DUE DILIGENCE 15 4.1 As Is Sale 15 4.2 Release from Liability 15 4.3 Release of Holding Company and Property Owner 16 4.4 Acknowledgment 17 ARTICLE 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant - ADJUSTMENTS AND PRORATIONS 17 5.1 Rent 17 5.2 Security Deposits 18 5.3 Real Estate Taxes, Other Taxes and Special Assessments 18 5.4 Special Assessments 18 5.5 Operating Expenses 19 5.6 Prepaid Expenses 19 5.7 Intentionally Omitted 19 5.8 Other Customary Prorations 19 5.9 Closing Costs 19 5.10 Calculation of Proxy Adjustments and Prorations 20 ARTICLE 6 - CLOSING 21 6.1 Closing Date 21 6.2 Payment of Purchase Price 21 6.3 Seller’s Closing Deliveries 22 6.4 Buyer’s Closing Deliveries 24 ARTICLE III 7 - REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and 24 7.1 Buyer’s Warranties of the Company T Shareholder 7 Section 3.2 Representations and 24 7.2 Seller’s Warranties of Company Y 25 7.3 General Provisions 34 7.4 No Consequential Damages 35 7.5 Remedies 35 7.6 Indemnity Escrow Funds 37 ARTICLE 8 - COVENANTS 37 8.1 Publicity 37 8.2 Brokers 37 8.3 Tax Matters 38 8.4 Audited Financials 39 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 - MISCELLANEOUS 39 9.1 Assignment 39 9.2 Integration; Waiver; Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Bulk Sales Compliance 40 9.3 Governing Law and Venue 13 Section 5.4 40 9.4 Captions Not Binding; Exhibits 40 9.5 Binding Effect 40 9.6 Severability 40 9.7 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; 40 9.8 Counterparts 41 9.9 No Recordation 41 9.10 Limitation of Liability 41 9.11 Construction 42 9.12 Time of Essence 42 9.13 Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 of Jury Trial 42 9.14 No Third-Presumption Regarding Drafting 42 9.15 Facsimile Signatures 42 9.16 No Third Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER 42 9.17 Prior Agreements 42 MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”)) is executed as of September 30, 2016, by and among Youku Inc.between MSR I, an exempted company with LP, a Delaware limited liability incorporated under the laws of the Cayman Islands partnership (“Company YSeller”), and the Person listed on Schedule 1 hereto Altisource Residential, L.P., a Delaware limited partnership (the “Company T ShareholderBuyer”).
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Altisource Residential Corp)
TABLE OF CONTENTS. Page ARTICLE I GENERAL Introduction Article 1 - Recognition 1 Article 2 - Non-Discrimination 2 Article 3 Section 1.1 Defined Terms - Union Security 2 Article 4 - Management Rights 3 ARTICLE II VOTING Article 5 Section 2.1 - Management-Union Committee 4 Article 6 - Grievance and Arbitration 4 Article 7 - Medical Arbitration 7 Article 8 - Seniority 7 Article 9 - Probationary Period 8 Article 10 - Job Postings 9 Article 11 - Lay-Off Postings 10 Article 12 - Severance Pay 11 Article 13 - Hours of Work and Overtime 11 Article 14 - Sick/Personal Leave/Attendance 12 Article 15 - Discipline Process 14 Article 16 - Classification and Wages 15 Article 17 - Safety and Health 15 Article 18 - Benefits 17 Article 19 - Holidays 19 Article 20 - Vacation 20 Article 21 - Union Leaves of Absence 21 Article 22 - Family and Medical Leave 21 Article 23 - Military Service 23 Article 24 - Bereavement Leave 23 Article 25 - Jury and Witness Duty 23 Article 26 - Contracting Out 24 Article 27 - Miscellaneous 24 Article 28 - Mine/Plant Closure 26 Article 29 - No Strike 26 Article 30 - Past Practice 27 Article 31 - Validity 27 Article 32 - Complete Agreement 27 Article 33 - Term of Agreement 28 Appendix A - Base Rate Structure 30 - Lines of Progression 31 - Memoranda of Understanding 32-43 ARTICLES OF AGREEMENT This Agreement is between Stillwater Mining Company East Boulder operation (hereinafter referred to Vote 5 Section 2.2 Grant as the “Company”), its successors and assigns, and the USW International Union (hereinafter referred to as the “Union”), its successors and assigns. The general purpose of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations this agreement is to fxxxxx and Warranties promote a consistent, stable and cooperative relationship between the Company and its represented employees to promote the mutual interests of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (Union. By setting forth mutual promises and obligations herein assumed, the “Company T Shareholder”).parties agree as follows:
Appears in 1 contract
Samples: Contract (Stillwater Mining Co /De/)
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section DEFINITIONS 1 1.1 Defined Terms 3 Definitions 1 1.2 Certain Interpretive Provisions 19 ARTICLE II VOTING 5 Section PURCHASE AND SALE OF PROPERTIES 21 2.1 Agreement to Vote 5 Section Purchase and Sale of Properties 21 2.2 Grant of Proxy 6 Purchase Price 21 2.3 Closing Date Payments 21 2.4 Guaranty 22 2.5 Performance Deposit 22 ARTICLE III PREFERENTIAL RIGHTS AND CONSENTS TO ASSIGNMENT 22 3.1 Allocated Values. 22 3.2 Preferential Rights to Purchase. 23 3.3 Consents to Assignment. 25 3.4 Applicable Consents and Waivers 26 ARTICLE IV TITLE REVIEW 26 4.1 Review of Title Records 26 4.2 Waiver 26 ARTICLE V CONDITION OF THE PROPERTIES 26 5.1 Access 26 5.2 Alleged Adverse Conditions. 28 5.3 Waiver 29 ARTICLE VI ACCOUNTING 30 6.1 Products and Line Fill 30 6.2 Revenues, Expenses and Capital Expenditures 30 6.3 Taxes. 31 6.4 Obligations and Credits 33 6.5 Preliminary Settlement Statement 33 6.6 Final Settlement Statement 34 6.7 Post-Closing Revenues 35 6.8 Post-Closing Expenses 35 6.9 Audits 35 ARTICLE VII CASUALTY LOSS 36 7.1 Notice of Casualty Loss 36 7.2 Resolution of Casualty Loss. 36 ARTICLE VIII ALLOCATION OF RESPONSIBILITIES AND INDEMNITIES 38 8.1 Opportunity for Review 38 8.2 Seller's Non-Environmental Indemnity Obligation 38 8.3 Purchaser's Non-Environmental Indemnity Obligation 38 8.4 Seller's Environmental Indemnity Obligation. 39 i HOUSTON 1151220v.11 8.5 Purchaser's Environmental Indemnity Obligation 40 8.6 Seller Retained Liabilities 40 8.7 Limitations 41 8.8 Notice of Claims 42 8.9 Defense of Third Party Claims 42 8.1 Cooperation and Mitigation 43 8.11 Right to Participate 44 8.12 Waiver of Certain Damages 44 8.13 No Duplication of Remedies 44 8.14 Survival 44 8.15 Exclusive Remedy 45 8.16 Existing Contracts between the Parties 45 8.17 Tax Treatment of Indemnity Payment 45 ARTICLE IX SPECIAL WARRANTY OF TITLE AND DISCLAIMERS 45 9.1 Special Warranty of Title 45 9.2 Disclaimer - Representations and Warranties 45 9.3 Disclaimer - Statements and Information 46 ARTICLE X SELLER'S REPRESENTATIONS AND WARRANTIES 7 Section 3.1 46 10.1 Seller's Representations and Warranties of the Company T Shareholder 7 Section 3.2 46 10.2 Purchaser's Knowledge 50 ARTICLE XI PURCHASER'S REPRESENTATIONS AND WARRANTIES 50 11.1 Purchaser's Representations and Warranties 50 ARTICLE XII ADDITIONAL COVENANTS 52 12.1 Subsequent Operations 52 12.2 Rights of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Non-Exclusive Use 52 12.3 Purchaser's Assumption of Company T Shares 9 Section 4.2 Prohibition on Transfers Obligations 52 12.4 Asbestos and NORM 53 12.5 Decommissioning 54 12.6 Process Safety Management 54 12.7 Imbalances. 55 12.8 Suspense Funds 56 12.9 Technology and Confidential Data. 57 12.1 Transition Services Agreement 57 12.11 Conduct of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etcBusiness 58 12.12 Notification of Breaches 58 12.13 Removal of Seller Marks 58 12.14 Replacement of Seller Guaranties 59 12.15 Letters-in-Lieu 59 12.16 Seller Standards. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).59 12.17 Required Bonding 60 12.18 Seismic Data 60 ii HOUSTON 1151220v.11
Appears in 1 contract
TABLE OF CONTENTS. Page ARTICLE I GENERAL SALE OF MEMBERSHIP INTERESTS 1 Section 1.1 Sale of Membership Interests 1 Section 1.2 Adjustments to Purchase Price 1 Section 1.3 Pre-Closing Distribution of Cash 3 Section 1.1 Defined Terms 3 1.4 Closing Payment Holdback 4 Section 1.5 Time and Place of Closing 4 Section 1.6 Closing Deliveries 5 Section 1.7 Partial Refunds 6 Section 1.8 Option for Additional Capacity 7 Section 1.9 Release of Capacity 9 ARTICLE II VOTING 5 REPRESENTATIONS AND WARRANTIES OF THE SELLER 10 Section 2.1 Agreement to Vote 5 Organization 10 Section 2.2 Grant of Proxy 6 Authority and Approval 10 Section 2.3 No Conflict; Consents 11 Section 2.4 Capitalization; Title to Membership Interests 11 Section 2.5 Subsidiaries; Assets; Indebtedness 11 Section 2.6 Title to Properties; Pipeline Matters 12 Section 2.7 Litigation; Laws and Regulations 13 Section 2.8 Financial Information; No Undisclosed Liabilities 13 Section 2.9 No Adverse Changes 14 Section 2.10 Taxes; Tax Classification 14 Section 2.11 Environmental Matters 14 Section 2.12 Permits 15 Section 2.13 Contracts 15 Section 2.14 Employees and Employee Benefits 18 Section 2.15 Transactions with Affiliates 18 Section 2.16 Insurance 18 Section 2.17 Intellectual Property Rights 18 Section 2.18 Brokerage Arrangements 19 Section 2.19 Books and Records 19 Section 2.20 Accounts Receivable 19 Section 2.21 Throughput and Imbalances 19 Section 2.22 Performance Collateral 20 Section 2.23 Bank Accounts 20 Section 2.24 Waivers and Disclaimers 20 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 OF THE BUYER 21 Section 3.1 Representations Organization and Warranties Existence 21 Section 3.2 Authority and Approval 21 Section 3.3 No Conflict; Consents 21 Section 3.4 Brokerage Arrangements 22 Section 3.5 Investment Representation 22 Section 3.6 Access to Data 22 Section 3.7 Litigation 22 Table of Contents (Continued) Section 3.8 Waivers and Disclaimers 23 ARTICLE IV ADDITIONAL AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS 23 Section 4.1 Operation of the Company T Shareholder 7 Section 3.2 Representations Transferred Assets and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Transferred Business 23 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Access and Inspection Indemnity 24 Section 4.3 Additional Shares 10 Amendments to Schedules 25 Section 4.4 Share Dividends, etc. 10 Cure of Breach 25 Section 4.5 Cooperation; Further Assurances 26 Section 4.6 Maintenance of Records. From and after the Closing: 27 Section 4.7 Casualty Loss 28 Section 4.8 Insurance 28 Section 4.9 Return of Confidential Information 29 Section 4.10 No Solicitation 10 of Transactions 29 Section 4.6 No Inconsistent 4.11 Confidential Use of Information 29 Section 4.12 Delivery of Data Room Documents 30 Section 4.13 Cancellation of Intercompany Payables 30 Section 4.14 Financial Statements and Regulatory Filings 30 Section 4.15 MarkWest Agreements 10 31 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 4.16 Pressure Testing 31 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 4.17 FERC Filings; Compliance 31 ARTICLE V MISCELLANEOUS 12 CONDITIONS TO CLOSING 33 Section 5.1 Interpretation 12 Conditions to the Obligation of the Buyer 33 Section 5.2 Conditions to the Obligation of the Seller 34 ARTICLE VI TAX MATTERS 35 Section 6.1 Liability for Taxes 35 Section 6.2 Tax Returns 36 Section 6.3 Tax Audits 37 Section 6.4 Pre- and Post-Closing Actions; Post-Closing Assistance 38 Section 6.5 Transfer Taxes 38 Section 6.6 Final Purchase Price Allocation 38 Section 6.7 Like-Kind Exchange 39 Section 6.8 Survival 39 Section 6.9 Conflict 39 ARTICLE VII TERMINATION 40 Section 7.1 Events of Termination 13 40 Section 5.3 7.2 Effect of Termination 40 ARTICLE VIII INDEMNIFICATION UPON CLOSING 41 Section 8.1 Indemnification of the Buyer 41 Section 8.2 Indemnification of the Seller 41 Section 8.3 Survival 41 Section 8.4 Demands 42 Section 8.5 Right to Contest and Defend 42 Table of Contents (Continued) Section 8.6 Cooperation 43 Section 8.7 Right to Participate 44 Section 8.8 Payment of Damages 44 Section 8.9 Limitations on Indemnification 44 Section 8.10 Sole Remedy 45 ARTICLE IX MISCELLANEOUS 45 Section 9.1 Expenses 45 Section 9.2 Notices 45 Section 9.3 Governing Law and Venue 13 Jurisdiction 46 Section 5.4 Notices 14 9.4 Waiver of Jury Trial 46 Section 5.5 Amendment 14 9.5 Confidentiality; Public Statements 47 Section 5.6 Extension9.6 Entire Agreement; Waiver 15 Amendments and Waivers 47 Section 5.7 Entire Agreement 15 9.7 Binding Effect and Assignment 47 Section 5.8 9.8 Severability 48 Section 9.9 Interpretation 48 Section 9.10 Headings 48 Section 9.11 Multiple Counterparts; Electronic Signature 48 Section 9.12 Disclosure Schedules 49 Section 9.13 Specific Enforcement 49 Section 9.14 No Third-Third Party Beneficiaries 15 50 Section 5.9 Severability 15 9.15 Seller Parent Guaranty 50 Section 5.10 Rules 9.16 Buyer Parent Guaranty 52 ARTICLE X DEFINITIONS 53 Section 10.1 Definitions 53 Section 10.2 Construction 64 Exhibits: Exhibit A – Contribution Agreement Exhibit B – Form of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 and Assumption Agreement Exhibit C – Form of Amendments to Transportation Services Agreements (Existing Capacity) Exhibit D – Form of Amended and Restated Operation and Management Services Agreement Exhibit E – Targets Exhibit F – Form of Precedent Agreement (Option 1 and Option 2) Exhibit G – Pipeline Excavation Plan Exhibit H – Form of 35,821 Dth/d Transportation Agreement Disclosure Schedules: Schedule 2.3 — No Ownership Interest 16 Section 5.15 Costs Conflicts; Consents Schedule 2.6 — Title to Properties; Pipeline Matters Schedule 2.7 — Litigation; Laws and Expenses 16 Section 5.16 CounterpartsRegulations Schedule 2.8 — Financial Matters; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).No Undisclosed Liabilities
Appears in 1 contract
Samples: Purchase and Sale Agreement (Spectra Energy Partners, LP)
