Formation Agreements has the meaning assigned to such term in the preamble hereto.
Formation Agreements means, collectively, the [operating agreements][bylaws][partnership agreements] of the Company, as described on Exhibit B attached hereto, pursuant to which the Company was formed, as such agreement may be hereafter amended from time to time in accordance with the terms of this Assignment.
Formation Agreements means the agreements set forth on Schedule B. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-11 (File No. 333-114602), which contains a form of prospectus to be used in connection with the public offering and sale of the Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is called the “Prospectus”. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). Each of the Company and the Operating Partnership hereby confirms its agreement with the Underwriters as follows:
Examples of Formation Agreements in a sentence
For purposes of clarity, nothing in this Agreement will be deemed to modify or amend any provision of any of the Formation Agreements.
This Agreement, the Management Agreements (other than the Staffing Agreement) and the Formation Agreements have been duly authorized, executed and delivered by the Company.
Assignor has delivered to Agent true, correct and complete copies of the Organizational Agreements of the Company, the Lock-up Letter and the Rights Agreement, and the Formation Agreements (as defined below) and the Organizational Agreements of the Company, the Lock-up Letter, the Rights Agreement and the Formation Agreements have not been modified or amended in any respect.
This Agreement, the Subscription Agreements and the Formation Agreements have been duly executed and delivered by the Company.
SCHEDULE II [Formation Agreements] SCHEDULE III [Subsidiaries] SCHEDULE IV Wesley R.
More Definitions of Formation Agreements
Formation Agreements collectively refers to: (1) the Contribution Agreement among NSA Holdings, PCIC and the Operating Partnership (the "NSA Holdings Contribution Agreement"); (2) the Contribution Agreement among NPLP, NFMM Holdings and the Operating Partnership (the "NPLP and NFMM Holdings Contribution Agreement" and together with the NSA Holdings Contribution Agreement, the "Contribution Agreements"); (3) the Shared Facilities and Services Agreement between NCIC and the Company; (4) the Agreement of Limited Partnership of the Operating Partnership, dated as of October __, 2004, by the Company as the sole general partner and as the initial limited partner; (5) the Executive Employment Agreement, dated as of October __, 2004, between the Company and Xxxxx X. Xxxxxxxx; (6) the Executive Employment Agreement, dated as of October __, 2004, between the Company and Xxxx X. Xxxxxxx; (7) the Executive Employment Agreement, dated as of October __, 2004, between the Company and Xxxx-Xxxxxx Xxxxxxxxxx; (8) the Executive Employment Agreement, dated as of October __, 2004, between the Company and Xxxxxx X. Xxxxxxx; (9) the Non-Competition Agreement by and among NCIC, NPLP, the Company and the Operating Partnership; (10) the Restricted Stock Agreement between the Company and W. Xxxxxx Xxxxxxx (the "Xxxxxxx Restricted Stock Agreement"); (11) the Restricted Stock Agreement between the Company and Xxxxxxx Xxxxxxx (the "Xxxxxxx Restricted Stock Agreement"); (12) the Restricted Stock Agreement between the Company and Xxxxxxx Xxxxxxx (the "Butcher Restricted Stock Agreement"); (13) the Restricted Stock Agreement between the Company and Xxxxxx Xxxxxxxx (the "Xxxxxxxx Restricted Stock Agreement"); (14) the Restricted Stock Agreement between the Company and Xxxxxx X. Xxxxxx (the "Minami Restricted Stock Agreement"); (15) the Restricted Stock Agreement between the Company and Xxxxx Xxxx (the "Xxxx Restricted Stock Agreement" and, together with the Xxxxxxx Restricted Stock Agreement, the Xxxxxxx Restricted Stock Agreement, the Butcher Restricted Stock Agreement, the Xxxxxxxx Restricted Stock Agreement and the Minami Restricted Stock Agreement, the "Restricted Stock Agreements"); (16) the LTIP Unit Vesting Agreement, dated as of October __, 2004, between the Operating Partnership and NRF Employee LLC; (17) the Purchase and Sale Agreement between the Operating Partnership and ALGM I Equity LLC; and (18) the Registration Rights Agreement between the Company and the Transferors (the "Registration Rights ...
Formation Agreements collectively refers to: (1) the Formation and Structuring Agreement, by and among the Operating Company, MHG, NorthStar Hospitality LLC, NorthStar, RSA and certain individuals, dated as of October 25, 2005 (the “Formation and Structuring Agreement”) and (2) the Limited Liability Company Agreement of the Operating Company, dated , 2006 (the “OC Agreement”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the
Formation Agreements has the meaning set forth in the recitals hereto.
Formation Agreements means the Contribution Agreement, the Limited Liability Company Agreement, the Limited Partnership Agreement, the Interest Purchase Agreement, the Erie Lease Agreement, the Accuride Administrative Services Agreement, the Accuride Technical Services Agreement, the Kaiser Technical Services Agreement, the Accuride Sales and Marketing Agreement, the Xxxxxx Production Services Agreement, the Kaiser Administrative Services Agreement and any other "Ancillary Agreements" (as defined in Article I of the Contribution Agreement) entered into by Kaiser, Accuride, Accuride Sub, the Company and/or the General Partner in connection with the transactions contemplated by the Contribution Agreement.
Formation Agreements means (a) the contribution agreement, described in the Prospectus, among the Company and the members of the Operating Company dated November 20, 2003 (the “Contribution Agreement”); (b) the registration rights agreement, described in the Prospectus, among the Company and the members of the Operating Company; (c) the employment agreements between the Company and each of Xxxx X. XxXxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxxx; and (d) the several subscription agreements among the Company and certain current and former employees of the Operating Company relating to the sale by the Company of 139,134 shares of Common Stock. The Company understands that the Underwriters propose to make a public offering of the Shares as soon as the Underwriters deem advisable after this Agreement has been executed and delivered.
Formation Agreements means (1) the Contribution Agreements with respect to each of the Contributed Entities, (2) the Tax Indemnification and Debt Maintenance Agreements, dated as of August , 2004, among the Company and the Contributors with respect to each of the Contributed Entities, (3) (A) the Director Designee Agreement dated as of , 2004, between the Company and Corporex, (B) the Non-Competition and Right of First Refusal Agreement, dated as of , 2004, among the Operating Partnership, the Manager, Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxx, and (C) the Strategic Alliance Agreement among the Operating Partnership, the Company, Corporex and Xxxxxxx X. Xxxxxx, (4) the Management Agreement between the TRS Lessee and Commonwealth Hotels, Inc., (5) the Lease Agreement between the Operating Partnership and the TRS Lessee with respect to each of the Properties, (6) the Subscription Agreement, and (7) the [Closing Agreement] for each of the Contributed Entities, and (k) Independent Directors means those directors determined by the Company’s Board of Directors to be “independent” in accordance with the Corporate Governance Rules of the New York Stock Exchange or, in the event that the Common Stock is not listed on the New York Stock Exchange, in accordance with applicable rules. If the foregoing is in accordance with your understanding, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. EAGLE HOSPITALITY PROPERTIES TRUST, INC. By: Name: Title: EHP OPERATING PARTNERSHIP, L.P. By: Eagle Hospitality Properties Trust, Inc., its general partner By: Name: Title: Accepted in St. Louis, Missouri as of the date first above written, on behalf of ourselves and each of the several Underwriters named in Schedule I hereto.
Formation Agreements means (i) the Purchase and Sale Agreements; (ii) the Assignment Agreement; (iii) the License and Non-Competition Agreement, and (iv) the Employee Lease and Transition Services Agreement. The Company understands that the Underwriters propose to make a public offering of the Shares, subject to and in accordance with the terms hereof after this Agreement, has been executed and delivered.