Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible:
(a) prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective, and keep such Registration Statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;
(c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included;
(d) furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;
(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;
(f) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state ...
Obligations of the Corporation. The liability of the Corporation under the Plan and this Agreement is limited to the obligations set forth therein. No term or provision of the Plan or this Agreement will be construed to impose any liability on the Corporation in favor of the Grantee with respect to any loss, cost or expense which the Grantee may incur in connection with or arising out of any transaction in connection therewith.
Obligations of the Corporation. The Corporation shall have the following obligations under this Agreement:
(a) To keep the Adviser continuously and fully informed as to the composition of the Funds' investments and the nature of all of their respective assets and liabilities;
(b) To furnish the Adviser with a copy of any financial statement or report prepared for it by certified or independent public accountants, and with copies of any financial statements or reports made to the Funds' shareholders or to any governmental body or securities exchange;
(c) To furnish the Adviser with any further materials or information which the Adviser may reasonably request to enable it to perform its functions under this Agreement; and
(d) To compensate the Adviser for its services in accordance with the provisions of paragraph 5 hereof.
Obligations of the Corporation. This Agreement is executed by and on behalf of the Corporation and the obligations of the Corporation hereunder are not binding upon any of the directors, officers or shareholders of the Corporation individually but are binding only upon the Corporation and with respect to the Funds to which such obligations pertain.
Obligations of the Corporation. (A) The obligations of the Corporation under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances:
(I) any lack of validity or enforceability of any of the Transaction Documents (other than this Agreement) or any other agreement or instrument contemplated thereby or related thereto;
(II) any amendment or waiver of or any consent to departure from all or any of the documents contemplated hereby;
(III) the existence of any claim, setoff, defense or other rights which the Corporation may have at any time against any beneficiary or any transferee of the Letter of Credit (or any persons or entities for whom such beneficiary may be acting), the Lender or any other Person, whether in connection with the Loan Agreement or any unrelated transaction;
(IV) any breach of contract or other dispute between the Corporation and any beneficiary of the Letter of Credit (or any persons or entities for whom any such beneficiary may be acting), Lender, Issuing Bank, Bank or any other Person;
(V) any statement or any other document presented under the Transaction Documents proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;
(VI) payment by the Issuing Bank under the Letter of Credit against presentation of a sight draft or certificate which does not comply with the terms of the Letter of Credit, provided that such payment shall not have constituted an act of gross negligence or willful misconduct by Lender as determined by a court of competent jurisdiction; or
(VII) any delay, extension of time, renewal, compromise or other indulgence or modification granted or agreed to by Lender, with or without notice to or approval by the Corporation, as the case may be, in respect of any of the Corporation's indebtedness to Lender under this Agreement.
(B) Lender shall not be deemed to have waived or released any of its rights or remedies (whether specified in or arising under this Agreement or otherwise available to it by law or agreement) unless it signs a written waiver or release. Delay or failure to act on the Lender's part shall not constitute a waiver of or otherwise preclude enforcement of any of its
Obligations of the Corporation. In the event that the Executive is employed by a Subsidiary, the Corporation, while remaining as primary obligor, may cause such Subsidiary to perform the Corporation’s obligations hereunder.
Obligations of the Corporation. A. Within fifteen (15) days after a Severance of Employment or at such earlier time as may be required by law, the Corporation shall pay to the Executive:
1. The full amount of any earned but unpaid base salary through the date of the Severance of Employment, plus a cash payment for all unused vacation time which the Executive has accrued as of the Severance of Employment.
2. If and only if the Corporation has made a final and good faith determination prior to the Severance of Employment as to the amount, if any, of Executive's bonus for any quarter prior to the quarter during which the Severance of Employment occurs (the "Severance Quarter") but such bonus has not been paid prior to the Severance of Employment, a bonus equal to the amount, if any, so determined.
3. If and only if the Corporation has not made a final and good faith determination prior to the Severance of Employment as to Executive's bonus, if any, for any quarter prior to the Severance Quarter, a bonus equal to the bonus, if any, that the Executive would have received in the absence of a Severance of Employment, as determined by the Corporation in good faith.
B. Within thirty (30) days after a Severance of Employment, the Corporation shall pay to the Executive an amount equal to three (3) times the average annual compensation (annualized for short or incomplete years) earned by the Executive from the Corporation which was includible in the Executive's gross income for federal income tax purposes during the five-taxable-year period (or period of actual service, if less than five years) immediately preceding the taxable year of the Change in Control, less one dollar. The Executive shall be eligible to make contributions to the Corporation's Section 401(k) plan from amounts payable to the Executive under Article III.A and this paragraph.
C. Within forty-five (45) days after the end of the Severance Quarter, the Corporation shall pay to the Executive a bonus for the Severance Quarter in an amount equal to the bonus, if any, that the Executive would have received in the absence of a Severance of Employment, as determined by the Corporation in good faith. Such bonus shall be prorated for the portion of the Severance Quarter prior to the Severance of Employment.
D. Within thirty (30) days after a Severance of Employment, the Corporation shall establish an irrevocable trust and contribute to it an amount equal to the Executive's deferred compensation account under the Deferred Compensation Plan of...
Obligations of the Corporation. The Corporation shall not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in Section 2(d) and paragraphs (b) and (c) above.
Obligations of the Corporation. The liability of the Corporation under the Plan and this Agreement and any sale made hereunder is limited to the obligations set forth herein with respect to such sale. No term or provision of the Plan or this Agreement will be construed to impose any liability on the Corporation in favor of the Employee with respect to any loss, cost or expense which the Employee may incur in connection with or arising out of any transaction in connection therewith. Nothing in the Plan or this Agreement will confer upon the Employee any right to continue in the employ of the Corporation or any subsidiary or Affiliate of the Corporation, to be entitled to any remuneration or benefits not set forth in the Plan or this Agreement or interfere with or limit the right of the Corporation or any subsidiary or Affiliate of the Corporation to terminate the Employee’s employment at any time.
Obligations of the Corporation. (a) Notwithstanding anything to the contrary contained herein, neither the Corporation nor its transfer agent shall be required to issue any fraction of a share of Common Stock, and the Corporation shall issue the largest number of whole Restricted Shares of Common Stock to which Employee is entitled and shall return to the Employee the amount of any unissued fractional share in cash.
(b) The Corporation may endorse such legend or legends upon the certificates for Restricted Shares issued to the Employee pursuant to the Plan and may issue such "stop transfer" instructions to its transfer agent in respect of such Restricted Shares as, in its discretion, it determines to be necessary or appropriate to: (i) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act; (ii) implement the provisions of the Plan and any agreement between the Corporation and the Employee or grantee with respect to such Restricted Shares; or (iii) as may be required pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended.
(c) The Corporation shall pay all issue or transfer taxes with respect to the issuance or transfer of Restricted Shares to Employee, as well as all fees and expenses necessarily incurred by the Corporation in connection with such issuance or transfer.
(d) All Restricted Shares issued following vesting shall be fully paid and non-assessable to the extent permitted by law.
