] Shares SMILE BRANDS GROUP INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec • New York
DIRECTED STOCK TRANSFER AGREEMENT BY AND AMONG [STOCKHOLDER], [OPTION HOLDER], AND [PARENT]Directed Stock Transfer Agreement • March 26th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec
THIS DIRECTED STOCK TRANSFER AGREEMENT (this “Agreement”) dated as of [ ], 20[ ], is entered into by and among [ ], D.D.S. (the “Stockholder”), [PARENT OF OPTION HOLDER], a [ ] corporation (“Parent”), and [OPTION HOLDER], a [ ] corporation (“Option Holder”).
CREDIT AGREEMENT among SMILE BRANDS INC., SMILE BRANDS WEST, INC., SMILE BRANDS OF TEXAS, L.P., and SMILE BRANDS EAST, INC. as Borrowers, THE LENDERS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent,...Credit Agreement • March 26th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec • New York
Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the fifth Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(a)(iii) with respect to any fiscal quarter; provided, that the Applicable Margin in effect as of the Closing Date shall be based on Tier I for the six month period commencing thereon. Notwithstanding anything to the contrary herein, if no Compliance Certificate is delivered when due in accordance with Section 5.01(a)(iii), then Tier I shall apply as of the date of the failure to deliver such Compliance Certificate until such date as the Borrowers deliver such Compliance Certificate in form and substance reasonably acceptable to the Administrative Agent and thereafter the Applicable Margin shall be based on the Total Leverage Ratio indicated on such Compliance Certificate until such time as the Applicable Margin is further adjusted as set fort
