TRANSACTIONS AND ARRANGEMENTS CONCERNING THE WARRANTS Sample Clauses

TRANSACTIONS AND ARRANGEMENTS CONCERNING THE WARRANTS. Simultaneously with the issuance of the Warrants in May 1995, Xx. Xxxxxx granted the Company the Xxxxxx Option to purchase a number of shares of Common Stock equal to the number of shares purchasable under the Warrants. The Xxxxxx Option Price upon exercise of the Xxxxxx Option will be equal to the sum of (a) the Warrant Exercise Price plus (b) the Tax Amount, an additional amount intended to reimburse Xx. Xxxxxx for any additional taxes per share required to be paid by Xx. Xxxxxx as a result of the payment of the Xxxxxx Option Price being treated for federal, state and local income tax purposes as the distribution to Xx. Xxxxxx of a dividend (taxed at ordinary income rates without consideration of Xx. Xxxxxx'x basis), rather than as a payment to Xx. Xxxxxx for the sale of his Common Stock to the Company (taxed at the capital gains rate with consideration of Xx. Xxxxxx'x basis and considering any stepped up basis to Xx. Xxxxxx'x heirs, successors or assigns) pursuant to the Xxxxxx Option. Other than the transactions described in the foregoing paragraph, neither the Company nor any of its subsidiaries has effected any transactions in the Warrants since the issuance thereof in May 1995. No director or executive officer of the Company listed on Schedule A hereto, or any of its subsidiaries or any associates of any of the foregoing, owns any of the Warrants or has effected any transactions in the Warrants since the issuance of the Warrants in May 1995. None of the Company, any of its directors or executive officers listed on Schedule A hereto nor any of its subsidiaries is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer (whether or not legally enforceable) with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.)
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Related to TRANSACTIONS AND ARRANGEMENTS CONCERNING THE WARRANTS

  • Representations and Warranties Concerning the Transaction (a) Representations and Warranties of the Seller (b) Representations and Warranties of the Buyer

  • Representations and Warranties Concerning Accounts With respect to the Accounts, Borrower represents and warrants to Lender: (a) Each Account represented by Borrower to be an Eligible Account for purposes of this Agreement conforms to the requirements of the definition of an Eligible Account; (b) All Account information listed on schedules delivered to Lender will be true and correct, subject to immaterial variance; and (c) Lender, its assigns, or agents shall have the right at any time and at Borrower's expense to inspect, examine, and audit Borrower's records and to confirm with Account Debtors the accuracy of such Accounts.

  • Representations and Warranties of the Company Concerning the Mortgage Loans With respect to the conveyance of the Mortgage Loans provided for in Section 2.04 herein, the Company hereby represents and warrants to the Trust that as of the Cut-Off Date unless otherwise indicated:

  • Representations and Warranties Concerning the Mortgage Loans The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the representations and warranties made by the Seller in Section [____] and Section [____] of the Mortgage Loan Purchase Agreement concerning the Mortgage Loans and the right to enforce the remedies against the Seller provided in such Section [____] or Section [____] to the same extent as though such representations and warranties were made directly to the Indenture Trustee.

  • Representations and Warranties by the Transaction Entities Each of the Transaction Entities, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties of the Transaction Entities A. Each of the Transaction Entities hereby represents and warrants to, and covenants with, each Underwriter as follows:

  • Representations and Warranties Concerning the Purchaser As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows:

  • REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

  • Representations and Warranties Concerning Collateral, Etc The Company further represents and warrants to the Secured Party as follows: (a) the Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and the Permitted Liens, (b) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (c) the Company holds no commercial tort claim except as indicated on the Company's Perfection Certificate, (d) all other information set forth on the Company's Perfection Certificate pertaining to the Collateral is accurate and complete, and (e) there has been no change in any of such information since the date on which the Company's Perfection Certificate was signed by the Company.

  • Representations and Warranties Concerning the Seller As of the date hereof and as of the Closing Date, the Seller represents and warrants to the Purchaser as to itself in the capacity indicated as follows:

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