The Corporation. This Agreement shall be binding upon the Corporation and inure to the benefit of the Corporation and its successors and assigns.
The Corporation. This Agreement shall inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Corporation shall require any successor to all or substantially all of the business and/or assets of the Corporation or the Subsidiary, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Corporation would be required to perform if no such succession had taken place.
The Corporation. Neither this Agreement nor any of the rights or duties of the Corporation set forth herein shall be assigned by the Corporation, in whole or in part, without having first received the written consent of the Majority Investors. Notwithstanding the foregoing, upon the consummation of the Merger with respect to all times after the consummation of the Merger, (i) the Corporation shall, and hereby does, assign all of its rights, duties and obligations under this Agreement to MPMAC and (ii) all references to the “Corporation” in this Agreement and to its capital stock or any other aspects of the Corporation shall be deemed to be references to MPMAC and its capital stock and other applicable aspects of MPMAC. MPMAC, by executing this Agreement as an anticipated successor and assign to the Corporation, does hereby assume, effective upon the consummation of the Merger, all of the Corporation’s rights, duties and obligations under this Agreement. All parties to this Agreement hereby consent to the assignment and assumption contemplated between the Corporation and MPMAC set forth in this paragraph.
The Corporation. This Agreement shall be binding upon the Corporation and inure to the benefit of the Corporation and of its successors and assigns, including (but not limited to) any corporation that may acquire all or substantially all of the corporation's assets or business or into or with which the Corporation may be consolidated or merged. In the event that the Corporation sells all or substantially all of its assets, merges or consolidates, otherwise combines or affiliates with another business, dissolves and liquidates, or otherwise sells or disposes of substantially all of its assets and Xxxxxx does not elect to treat any such transaction as a termination by the Corporation without Cause pursuant to Section 7(c), then this Agreement shall continue in full force and effect. The Corporation's obligations under this Agreement shall cease, however, if the successor to, the purchaser or acquirer either of the Corporation or of all or substantially all of its assets, or the entity with which the Corporation has affiliated, shall assume in writing the Corporation's obligations under this Agreement (and deliver and executed copy of such assumption to Xxxxxx), in which case such successor or purchaser, but not the Corporation, shall thereafter be the only party obligated to perform the obligations that remain to be performed on the part of the Corporation under this Agreement.
The Corporation. (1) will place and maintain on an Electronic Source the following information:
(a) the name of the Corporation;
(b) the name of the Programme;
(c) such other information in connection with the Programme as the Corporation wishes (subject to this Agreement); and
(2) will distribute to each Dealer such number of copies of the Prospectus as the Dealer reasonably requests.
The Corporation. The Corporation hereby represents and warrants to the Subscriber, as a material inducement to their entry into this Agreement, that:
(a) The Corporation is, as of the date of this Agreement, a validly existing Corporation, organized pursuant to the laws of the State of Utah, with all legal and corporate authority and power to conduct its business and to own its properties and that it possesses all necessary permits and licenses required in connection with the conduct of its business;
(b) The conduct of the Corporation's business is in full compliance with all applicable Federal, state and local governmental statutes, rules, regulations, ordinances and decrees;
(c) Pursuant to its Articles of Incorporation the Corporation is authorized to issue 50,000,000 Shares of Common Stock, $.001 par value. Currently, there are 9,005,018 shares of Common Stock outstanding. There are no other authorized or outstanding securities of any class or of any kind or character or, except as reflected in this Agreement, there are no outstanding subscriptions, options, warrants, or other agreements or commitments obligating the Corporation to issue or sell any additional shares of the Corporation's capital stock or any options or rights with respect thereto, or any securities convertible into any shares of Stock of any class;
(d) Upon issuance of the Stock, in accordance with the provisions of Section 1.1 of Article One, the Subscriber will become the owner of approximately 44% of the Corporation's authorized, issued and outstanding Common Stack;
(e) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not result in breach of any terms or provisions of, or constitute a default under, the Articles of Incorporation or By-laws of the Corporation; any indenture, other agreement or instrument to which the Corporation is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Corporation, its securities or its properties;
(f) The Corporation is not a party to any written or oral agreement which grants an option or right of first refusal or other arrangement to acquire any of the Stock or to any agreement that effects the voting rights of any of the Stock, nor has the Corporation made any commitment of any kind relating to the issuance of share...
The Corporation when it is not possible to so schedule a meeting of a local committee, will allow the Association representative affected sufficient time off with pay at the beginning or end of his regular shift, as appropriate, in order to meet the requirement specified in Clause 12.10 above.
The Corporation. The Corporation assumes and shall pay or cause to be paid all other expenses of the Corporation and the Fund (except for the expenses paid by the Mercury Funds Distributor division of Princeton Funds Distributor, Inc. (the "Distributor")), including, without limitation: taxes, expenses for legal and auditing services, costs of printing proxies, shareholder reports, prospectuses and statements of additional information, charges of the custodian, any sub-custodian and transfer agent, expenses of portfolio transactions, expenses of redemption of shares, Securities and Exchange Commission fees, expenses of registering the shares under Federal, state and foreign laws, fees and actual out-of-pocket expenses of Directors who are not affiliated persons of the Administrator, or of an affiliate of the Administrator, accounting and pricing costs (including
The Corporation. Subject to Section 6(c), this Agreement shall be binding upon the Corporation and inure to the benefit of the Corporation and of its successors and assigns.
The Corporation. The Corporation assumes and shall pay or cause to be --------------- paid all other expenses of the Corporation and each Fund, out of the assets of each Fund and based on each Fund's allocable share of such expenses (except for the expenses paid by Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc. (the "Distributor")), including, without limitation: taxes, expenses for legal and auditing services, costs of printing proxies, shareholder reports, prospectuses and statements of additional information, charges of the custodian, any sub-custodian and transfer agent, expenses of portfolio transactions, expenses of redemption of shares, Securities and Exchange Commission fees, expenses of registering the shares under Federal, state and foreign laws, fees and actual out-of-pocket expenses of Directors who are not affiliated persons of the Administrator, or of an affiliate of the Administrator, accounting and pricing costs (including the daily calculation of the net asset value), insurance, interest, brokerage costs, litigation and other extraordinary or non-recurring expenses, and other expenses properly payable by the Corporation or a Fund. It is also understood that the Corporation shall reimburse the Administrator for its costs in providing accounting services to the Corporation and each Fund. The Distributor will pay certain of the expenses of each Fund incurred in connection with the continuous offering of shares of common stock in each Fund.
