Additional Agreements Contract Clauses (262)

Grouped Into 8 Collections of Similar Clauses From Business Contracts

This page contains Additional Agreements clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Additional Agreements. (a) The Company represents and agrees that, without the prior consent of the Representative, it has not made and will not make any offer relating to the Shares that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act). Each Underwriter represents and agrees that, without the 18 prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus. Any such f...ree writing prospectus the use of which has been consented to by the Company and the Representative is listed on Schedule II or Schedule III hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representative and, if requested by the Representative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The representation and warranty set forth in the immediately preceding sentence does not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by an Underwriter expressly for inclusion therein, which information consists solely of the information set forth in Section 7(b) hereof. View More
Found in Hill International, Inc. contract
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Additional Agreements. (a) The Company CareTrust represents and agrees that, without the prior consent of the Representative, Representatives, it has not made and will not make any offer relating to the Shares that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act). 405). Each Underwriter represents and agrees that, without the 18 prior consent of the Company CareTrust and the Representative, Representatives, it has not made and will not make any offer relating to the Shares... that would constitute a free writing prospectus. Any such free writing prospectus the use of which has been consented to by the Company CareTrust and the Representative Representatives is listed on Schedule II or Schedule III hereto. 22 (b) The Company CareTrust has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company CareTrust agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company CareTrust will give prompt notice thereof to the Representative Representatives and, if requested by the Representative, Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The representation and warranty set forth in the immediately preceding sentence does not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company CareTrust by an Underwriter expressly for inclusion therein, which information consists solely of the information set forth in Section 7(b) hereof. (d) Each of CareTrust and the Operating Partnership acknowledge and agree that (i) the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (ii) the Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to CareTrust, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. Each of CareTrust and the Operating Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters' independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to CareTrust and/or the Operating Partnership by any Underwriter's investment banking division. Each of CareTrust and the Operating Partnership acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of CareTrust. View More
Found in CareTrust REIT, Inc. contract
Additional Agreements. (a) The Company represents and agrees that, without the prior consent of the Representative, it has not made and will not make any offer relating to the Shares that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act). Each Underwriter represents and agrees that, without the 18 prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus. Any such f...ree writing prospectus the use of which has been consented to by the Company and the Representative is listed on Schedule II or Schedule III hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus under "Use of Proceeds." (d) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representative and, if requested by the Representative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The representation and warranty set forth in the immediately preceding sentence does not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by an Underwriter expressly for inclusion therein, which information consists solely of the information set forth in Section 7(b) hereof. 21 5. Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (a) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (b) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(a) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the "blue sky" Memorandum and the preparation, printing and delivery to the Underwriters of copies of the state securities law or "blue sky" survey and any supplements thereto (provided, however, that such Underwriters' counsel's fees shall be limited to $10,000) and any Canadian "wrapper" and any supplements thereto; (c) all fees and expenses in connection with listing the Shares on NASDAQ; (d) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Shares; (e) the cost of preparing share certificates, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Shares to the Underwriters (collectively, "Transfer Taxes") and any Transfer Taxes imposed on the resale of the Shares by the Underwriters to the initial investors; (f) the cost and charges of any transfer agent or registrar; (g) the costs and expenses of the Company and the Underwriters relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics and (e) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. View More
Found in DMC Global Inc. contract
Additional Agreements. (a) The Each of the Company and the Company Guarantors represents and agrees that, without the prior consent of the Representative, Representatives, it has not made and will not make any offer relating to the Shares Securities that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act). Act Regulations). Each Underwriter Underwriter, severally and not jointly, represents and agrees that, without the 18 prior consent of the Company and the Representative, R...epresentatives, it has not made and will not make any offer relating to the Shares Securities that would constitute a free writing prospectus. Any prospectus other than a free writing prospectus listed on Schedule C hereto or a free writing prospectus that, solely as a result of the use of such free writing prospectus by such Underwriter, would not required to be filed with the Commission pursuant to Rule 433 under the Securities Act Regulations (for the avoidance of doubt, the Underwriters are authorized to use the information contained in the final term sheet prepared and filed pursuant to Section 3(b) hereof relating to the final terms of which has been consented the Securities in communications conveying information relating to by the offering to investors). (b) Each of the Company and the Representative is listed on Schedule II or Schedule III hereto. (b) The Company Guarantors has complied and will comply with the requirements of Rule Rules 164 and 433 under the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Each of the Company and the Company Guarantors agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus Prospectus, or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representative Representatives and, if requested by the Representative, Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The representation and warranty set forth in the immediately preceding sentence does not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company or any of the Company Guarantors by an Underwriter expressly for inclusion therein, which information consists solely of the information set forth described as such in Section 7(b) hereof. -13- 5. Expenses. The Company and the Company Guarantors will pay or cause to be paid: (a) the fees, disbursements and expenses of the Company's and the Company Guarantors' counsel and accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (b) the cost of printing or producing of a reasonable number of each of this Agreement, any underwriting and selling group documents, a Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (c) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 3(e) hereof, including the reasonable fees, disbursements and expenses of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Memorandum (such fees, disbursements and expenses not to exceed $10,000); (d) the filing fees incident to, and the reasonable fees, disbursements and expenses of counsel for the Underwriters in connection with, securing any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities; (e) the fees, disbursements and expenses of the Trustee and any paying agent (including the related fees, disbursements and expenses of any counsel to such parties); (f) any fees charged by rating agencies for rating the Securities; (g) all expenses incurred by the Company and the Company Guarantors in connection with any "road show" presentation to potential investors; and (h) all other costs and expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section 5. 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Found in Cintas Corporation contract
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Additional Agreements. (a) Certain Events. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Covered Shares or the acquisition of Additional Owned Shares or other securities or rights of the Company by the Stockholder or any of its Affiliates, (i) the type and number of Covered Shares shall be adjusted appropriately and (ii) this Agreement and the obligations hereunder shall automatically attach to any additio...nal Covered Shares or other securities or rights of the Company issued to or acquired by such Stockholder or any of its Affiliates. (b) Waiver of Appraisal and Dissenters' Rights. The Stockholder hereby waives and agrees not to demand, assert or exercise any rights of appraisal or rights to dissent from the Merger that such Stockholder may have under NRS 92A.300 through 92A.500 or otherwise. (c) Communications. Except as may be required by applicable Law (including any filing by the Stockholder with the Securities Exchange Commission (the "SEC"), as required by applicable securities laws (including the Exchange Act)), court process or the rules and regulations of any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible), the Stockholder shall not, and shall instruct its Representatives not to, make any press release, public announcement or other communication with respect to the this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Parent. The Stockholder hereby (i) consents to and authorizes the publication and disclosure by Parent of such Stockholder's identity and holding of Covered Shares, and the nature of such Stockholder's commitments, arrangements and understandings under this Agreement, the Merger or any other transactions contemplated by the Merger Agreement and (ii) agrees as promptly as practicable to notify Parent of any required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document. 4 (d) Additional Owned Shares. The Stockholder hereby agrees to notify Parent promptly in writing of the number and description of any Additional Owned Shares. View More
Found in Affinity Gaming contract
Additional Agreements. (a) Certain Events. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Covered Shares or the acquisition of Additional Owned Shares or other securities or rights of the Company by the Stockholder or any of its Affiliates, Stockholder, (i) the type and number of Covered Shares shall be adjusted appropriately appropriately, and (ii) this Agreement and the obligations hereunder shall automat...ically attach to any additional Covered Additional Owned Shares or other securities or rights of the Company issued to or acquired by Stockholder. In the event of a Company Change in Recommendation, to the extent the Covered Shares (together will all shares of Company Common Stock subject to voting agreements entered into on the date hereof by and between Company stockholders and Parent) exceed 30% of the Company Outstanding Shares, then the number of shares of Company Common Stock subject to such voting agreements shall only be 30% of the Company Outstanding Shares in the aggregate, and the number of shares of Company Common Stock of each such Company stockholder subject to each such voting agreement shall be reduced proportionately based upon the number of shares of Company Common Stock subject thereto. (b) Stop Transfer. In furtherance of this Agreement, Stockholder or hereby authorizes and instructs the Company (including through the Company's transfer agent) to enter a stop transfer order with respect to all of the Covered Shares, including authorizing the Company to, as promptly as practicable after the date of this Agreement, make a notation on its records and give instructions to the transfer agent for the Covered Shares not to permit, during the term of this Agreement, the Transfer of the Covered Shares unless such Transfer is a Permitted Transfer, provided that promptly following the earlier of (x) the Expiration Date and (y) obtaining the Company Stockholder Approval, any of its Affiliates. (b) such stop transfer instructions imposed pursuant to this Section 4(b) shall be lifted. (c) Waiver of Appraisal and Dissenters' Rights. The Rights and Actions. Stockholder hereby (i) waives and agrees not to demand, assert or exercise any rights of appraisal or rights to dissent from the Merger that such Stockholder may have under NRS 92A.300 through 92A.500 and (ii) agrees not to commence or otherwise. (c) Communications. Except as may be required by applicable Law participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (A) challenging the validity 5 of, or seeking to enjoin the operation of, any provision of this Agreement (including any filing by claim seeking to enjoin or delay the Stockholder closing of the Merger) or (B) alleging a breach of any fiduciary duty of the Company Board in connection with the Securities Exchange Commission (the "SEC"), as required by applicable securities laws (including the Exchange Act)), court process Merger Agreement or the rules transactions contemplated thereby; provided that nothing in this Section 4(c) shall restrict or prohibit Stockholder from asserting (x) its right to receive the Merger Consideration in accordance with the Merger Agreement and regulations the DGCL or (y) counterclaims or defenses in any proceeding brought or claims asserted against it by Parent, Merger Sub, the Company or any of any national securities exchange their respective Subsidiaries or national securities quotation system (and then only after as much advance notice Affiliates and consultation as is feasible), each of their successors and assigns relating to this Agreement or the Merger Agreement, or from enforcing its rights under this Agreement. (d) Communications. Stockholder shall not, and shall instruct use reasonable best efforts to cause its Representatives not to, make any press release, public announcement or other communication with respect to the business or affairs of any of the Company, Parent or Merger Sub, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Parent. The Stockholder hereby (i) consents to and authorizes the publication and disclosure by Parent of such Stockholder's identity and holding of Covered Shares, and the nature of such Stockholder's commitments, arrangements and understandings under this Agreement, Agreement in any press release or any other disclosure document in connection with the Merger or any other transactions contemplated by the Merger Agreement and (ii) agrees as promptly as practicable to notify Parent of any required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document. 4 (d) (e) Additional Owned Shares. The Stockholder hereby agrees to notify Parent promptly in writing of the number and description of any Additional Owned Shares. View More
Found in Ayala Pharmaceuticals, Inc. contract
Additional Agreements. (a) Certain Events. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Covered Shares or the acquisition of Additional Owned Shares or other securities or rights of the Company by the any Stockholder or any of its Affiliates, (i) the type and number of Covered Shares shall be adjusted appropriately and (ii) this Agreement and the obligations hereunder shall automatically attach to any add...itional Covered Shares or other securities or rights of the Company issued to or acquired by such Stockholder or any of its Affiliates. (b) Waiver of Appraisal and Dissenters' Rights. The Each Stockholder hereby waives and agrees not to demand, assert or exercise any rights of appraisal or rights to dissent from the Merger that such Stockholder may have under NRS 92A.300 through 92A.500 or otherwise. (c) Communications. Except as may be required by applicable Law (including any filing by the Stockholder with the Securities Exchange Commission (the "SEC"), as required by applicable securities laws (including the Exchange Act)), court process or the rules Disclosure and regulations of any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible), the Stockholder shall not, and shall instruct its Representatives not to, make any press release, public announcement or other communication with respect to the this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Parent. The Holdings. Each Stockholder hereby (i) consents to and authorizes the publication and disclosure by Parent the Company of such Stockholder's identity and holding of Covered Shares, and the nature of such Stockholder's commitments, arrangements and understandings under this Agreement, the Merger or any other transactions contemplated by the Merger Agreement and (ii) agrees as promptly as practicable to notify Parent the Company of any required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document. 4 (d) Additional Owned Shares. The Each Stockholder hereby agrees to notify Parent the Company promptly in writing of the number and description of any Additional Owned Shares. View More
Found in Affinity Gaming contract
Additional Agreements. (a) Certain Events. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Covered Shares or the acquisition by Stockholder of Additional Owned Shares or other securities or rights Equity Interests of the Company by the Stockholder or any of its Affiliates, Company, (i) the type and number of Covered Shares shall be adjusted appropriately appropriately, and (ii) this Agreement and the obligat...ions hereunder shall automatically attach to any additional Covered Shares or other securities or rights of the Company Equity Interests issued to or acquired by such Stockholder or any of its Affiliates. Stockholder. (b) Waiver of Appraisal and Dissenters' Rights. The Rights and Actions. Stockholder hereby (i) waives and agrees not to demand, assert or exercise any rights of appraisal or rights to dissent from the Merger that such Stockholder may have under NRS 92A.300 through 92A.500 and (ii) agrees not to commence or otherwise. join in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Purchaser, the Company, the Company's directors or any of their respective successors, in each case, relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Offer or the Merger, including any claim (w) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement (x) alleging a breach of any fiduciary duty of the board of directors of the Company in connection with the Merger Agreement or any of the transactions contemplated thereby, (y) making any claim with respect to SEC disclosure (or other disclosure to the holders of Shares) in connection with the Merger Agreement or the transactions 4 contemplated thereby, or (z) making any claim against Parent, Purchaser or their respective Representatives in connection with this Agreement or the Merger Agreement or the transactions contemplated thereby. (c) Communications. Except as may be Unless required by applicable Law (including any filing by the Stockholder with the Securities Exchange Commission (the "SEC"), as required by applicable securities laws (including the Exchange Act)), court process or the rules and regulations of any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible), the Law, Stockholder shall not, and shall instruct its Representatives not to, make any press release, public announcement or other communication with respect to the business or affairs of the Company, Parent or Purchaser, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Parent. The Stockholder hereby (i) consents to and authorizes the publication and disclosure by Parent of such Stockholder's identity and holding of Covered Shares, and the nature of such Stockholder's commitments, arrangements and understandings under this Agreement, Agreement in any public disclosure document required by applicable Law in connection with the Offer or the Merger or any other transactions contemplated by the Merger Agreement and (ii) Stockholder agrees as promptly as practicable to notify Parent of any required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document. 4 (d) Additional Owned Shares. The Spousal Consent. If Stockholder hereby agrees is married, Stockholder shall deliver to notify Parent promptly and Purchaser, concurrently herewith, a duly executed consent of Stockholder's spouse, in writing of the number and description of any Additional Owned Shares. form attached hereto as Exhibit A. View More
Found in OPLINK COMMUNICATIONS INC contract
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Additional Agreements. The Borrower further agrees that: (a) Notwithstanding the existence of the Waiver Period or anything contained herein or in the Credit Agreement or the Loan Documents to the contrary, the Loans and other Secured Obligations outstanding shall bear interest at the applicable rate per annum set forth in Section 5.1(b) of the Credit Agreement. (b) Notwithstanding anything contained herein or in the Credit Agreement or the Loan Documents to the contrary, the Borrower shall not designate or permit to ...exist any Unrestricted Subsidiary. (c) During the Waiver Period, the Borrower's senior management and its financial advisors shall meet with the Administrative Agent and the Lenders and their financial advisors from time to time as reasonably requested by the Administrative Agent to discuss the Borrower's business and financial affairs and such matters as the Lenders or the Administrative Agent may reasonably request, and shall promptly provide the Administrative Agent and the Lenders any correspondence, documents or information with respect to the transactions described in Section 4(d) as requested by the Administrative Agent. (d) The Borrower shall, not later than December 18, 2016, enter into an agreement with respect to the sale of the assets or the equity of the Borrower and its Subsidiaries. View More
Found in AZURE MIDSTREAM PARTNERS, LP contract
Additional Agreements. The Borrower further agrees that: (a) Notwithstanding the existence of the Waiver Period or anything contained herein or in the Credit Agreement or the Loan Documents to the contrary, the Loans and other Secured Obligations outstanding shall bear interest at the applicable rate per annum set forth in Section 5.1(b) of the Credit Agreement. (b) Notwithstanding anything contained herein or in the Credit Agreement or the Loan Documents to the contrary, the Borrower shall not designate or permit to ...exist any Unrestricted Subsidiary. (c) During the Waiver Period, the Borrower's senior management and its financial advisors shall meet with the Administrative Agent and the Lenders and their financial advisors from time to time as reasonably requested by the Administrative Agent to discuss the Borrower's business and financial affairs and such matters as the Lenders or the Administrative Agent may reasonably request, and request. (d) The Borrower shall promptly provide such information, correspondence, letters on intent, commitment letters, offer letters, bids, agreements or other documents (or any drafts thereof), in each case, concerning the marketing and sale of the Borrower and its assets and all discussions and negotiations relating thereto, as the Administrative Agent and the Lenders or any correspondence, documents or information with respect Lender shall from to the transactions described in Section 4(d) as requested by the Administrative Agent. (d) time request. (e) The Borrower shall, not later than December 18, 2016, January 30, 2017, enter into an agreement with respect to the sale of the assets or the equity of the Borrower and its Subsidiaries. assets. View More
Found in AZURE MIDSTREAM PARTNERS, LP contract
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Additional Agreements. (a) The MG Capital Parties shall comply, and shall cause each of their Affiliates and Associates (as hereinafter defined) to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Associate. (b) The MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree... to terminate any solicitation of proxies in connection with the 2020 Annual Meeting. 2 (c) The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree that they shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period (unless expressly requested to do so by the Board), and that they shall vote all shares of Common Stock beneficially owned by the MG Capital Parties at such meeting or in such consent solicitation, (A) in favor of all directors nominated by the Board for election and against the removal of any member of the Board, (B) in accordance with the Board's recommendation with respect to any "say-on-pay" proposal and (C) in accordance with the Board's recommendation with respect to any other Company proposal or stockholder proposal or nomination presented at such meeting or solicitation of consents; provided, however, that in the event that both Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis") recommend otherwise with respect to the Company's "say-on-pay" proposal presented at an annual or special meeting held during the Standstill Period, the MG Capital Parties shall be permitted to vote in accordance with the recommendation of ISS and Glass Lewis. (d) The MG Capital Parties agree that the Board or any committee thereof, solely to fulfill the discharge of its fiduciary duties upon the advice of its legal counsel, may recuse either of Messrs. Courtis or Gorzynski by majority vote of the members of the Board (but excluding the applicable director), from the portion of any Board or committee meeting at which the Board or any such committee is evaluating and/or taking action with respect to and after the right of the recused director to be present prior to recusal (A) the exercise of any of the Company's rights or enforcement of any of the obligations under this Agreement, and (B) any transaction proposed by, or with, the MG Capital Parties, their Affiliates or Associates, as long as all other similarly situated directors are similarly recused. The Board or such committee, as applicable, may withhold from either of Messrs. Courtis or Gorznyski any material distributed to the directors to the extent directly relating to the subject of that recusal. View More
Found in HC2 HOLDINGS, INC. contract
Additional Agreements. (a) The MG Lancer Capital Parties shall comply, and shall cause each of their its Affiliates and Associates (as hereinafter defined) to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Associate. (b) The MG Lancer Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewi...th and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting. 2 (c) The MG Capital Parties hereby agree agrees to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree agrees that they it shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period (unless expressly requested to do so by the Board), and that they it shall vote all shares of Common Stock beneficially owned by the MG Lancer Capital Parties at such meeting or in such consent solicitation, solicitation (A) in favor of all directors nominated by the Board for election and against the removal of any member of the Board, (B) in accordance with the Board's recommendation with respect to any "say-on-pay" proposal and (C) in accordance with the Board's recommendation with respect to any other Company proposal or stockholder proposal or nomination presented at such meeting or solicitation of consents; provided, however, that in the event that both Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis") recommend otherwise with respect to the Company's "say-on-pay" proposal presented at an annual or special meeting held during the Standstill Period, the MG Lancer Capital Parties shall be permitted to vote in accordance with the recommendation of ISS and Glass Lewis. (d) The MG (c) Lancer Capital Parties agree agrees that the Board or any committee thereof, solely to fulfill the discharge of its fiduciary duties upon the advice of its legal counsel, may recuse either of Messrs. Courtis or Gorzynski Mr. Glazer by majority vote of the members of the Board (but excluding the applicable director), director) from the portion of any Board or committee meeting at which the Board or any such committee is evaluating and/or taking action with respect to and after the right of the recused director to be present prior to recusal (A) the exercise of any of the Company's rights or enforcement of any of the obligations under this Agreement, Agreement and (B) any transaction proposed by, or with, the MG Lancer Capital Parties, their or its Affiliates or Associates, as long as all other similarly situated directors are similarly recused. The Board or such committee, as applicable, may withhold from either of Messrs. Courtis or Gorznyski Mr. Glazer any material distributed to the directors to the extent directly relating to the subject of that recusal. View More
Found in HC2 HOLDINGS, INC. contract
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Additional Agreements. 4.1 Upsider's Agreements. To the extent not inconsistent with applicable law, Upsider agrees that upon request of the Company or the underwriters managing any Underwritten Offering of the Company's securities, it will (i) not offer, sell, contract to sell, loan, grant any option to purchase, make any short sale or otherwise dispose of, hedge or transfer any of the economic interest in (or offer, agree or commit to do any of the foregoing) any shares of Common Stock, or any options or warrants to... purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired by such holder, owned directly (including holding as a custodian) or with respect to which such holder has beneficial ownership within the rules and regulations of the Commission (other than those included by such holder in the offering in question, if any) without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and during the ninety (90) day period following, the effective date of the registration statement for such Underwritten Offering, and (ii) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director of the Company also agrees to substantially similar restrictions. 4.2 Suspension of Resales. (a) The Company shall be entitled to suspend the use of the prospectus forming any part of a Demand Registration Statement or Piggyback Registration Statement for a reasonable "blackout period" not in excess of one hundred twenty (120) days (provided the time periods with respect to the effectiveness of such registration statement shall be tolled correspondingly) if (i) the Board determines that such registration or offering could materially interfere with a bona fide business, financing or business combination transaction of the Company or is reasonably likely to require premature disclosure of material non-public information, which premature disclosure could materially and adversely affect the Company, (ii) an offering or sale pursuant to such prospectus would require the Company to recast its historical financial statements or prepare pro forma financial statements, acquired business financial statements or other information, with which requirement the Company is reasonably unable to comply, or (iii) render the Company unable to comply with requirements under the Securities Act or the Exchange Act. 5 (b) The blackout period will end upon the earlier to occur of (i) in the case of a bona fide business, financing or business combination transaction, or rendering the Company unable to comply with requirements under the Securities Act or the Exchange Act, a date not later than one hundred twenty (120) days from the date such deferral commenced, (ii) in the case of disclosure of non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed, (iii) in the case of the recasting of historical financial statements, the date upon which such financial statements are filed by the Company with the Commission, provided however, the Company shall use its reasonable best efforts to file such statements as promptly as practicable and (iv) in the case of preparation of pro forma or acquired business financial statements, a date not later than seventy-five (75) days after the date of such acquisition. In no event shall there be more than one (1) blackout periods during any rolling period of three hundred sixty-five (365) days. (c) Upon its receipt of a written certification from the Company notifying Upsider of such suspension, Upsider will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until Upsider has received copies of the supplemented or amended prospectus or until such Upsider is advised in writing that the use of the prospectus forming a part of such registration statement may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference in such prospectus. View More
Found in TRULI TECHNOLOGIES, INC. contract
Additional Agreements. 4.1 Upsider's Parrut's Agreements. To the extent not inconsistent with applicable law, Upsider Parrut agrees that upon request of the Company or the underwriters managing any Underwritten Offering of the Company's securities, it will (i) not offer, sell, contract to sell, loan, grant any option to purchase, make any short sale or otherwise dispose of, hedge or transfer any of the economic interest in (or offer, agree or commit to do any of the foregoing) any shares of Common Stock, or any option...s or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired by such holder, owned directly (including holding as a custodian) or with respect to which such holder has beneficial ownership within the rules and regulations of the Commission (other than those included by such holder in the offering in question, if any) without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and during the period of up to ninety (90) day period days following, the effective date of the registration statement for such Underwritten Offering, and (ii) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director of the Company also agrees to substantially similar restrictions. 4.2 Suspension of Resales. (a) The Company shall be entitled to suspend the use of the prospectus forming any part of a Demand Registration Statement or Piggyback Registration Statement for a reasonable "blackout period" not in excess of ninety (90) consecutive calendar days or more than one hundred twenty (120) total calendar days in each case during any twelve (12)-month period (provided the time periods with respect to the effectiveness of such registration statement shall be tolled correspondingly) if (i) the Board determines that such registration or offering could materially interfere with a bona fide business, financing or business combination transaction of the Company or is reasonably likely to require premature disclosure of material non-public information, which premature disclosure could materially and adversely affect the Company, (ii) an offering or sale pursuant to such prospectus would require the Company to recast its historical financial statements or prepare pro forma financial statements, acquired business financial statements or other information, with which requirement the Company is reasonably unable to comply, or (iii) render the Company unable to comply with requirements under the Securities Act or the Exchange Act. 5 (b) The blackout period will end upon the earlier to occur of (i) in the case of a bona fide business, financing or business combination transaction, or rendering the Company unable to comply with requirements under the Securities Act or the Exchange Act, a date not later than one hundred twenty (120) ninety (90) days from the date such deferral commenced, (ii) in the case of disclosure of non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed, (iii) in the case of the recasting of historical financial statements, the date upon which such financial statements are filed by the Company with the Commission, provided however, the Company shall use its reasonable best efforts to file such statements as promptly as practicable and (iv) in the case of preparation of pro forma or acquired business financial statements, a date not later than seventy-five (75) days after the date of such acquisition. In no event shall there be more than one (1) blackout periods during any rolling period of three hundred sixty-five (365) days. days pursuant to this Section 4.2 or Section 2.5. (c) Upon its receipt of a written certification from the Company notifying Upsider Parrut of such suspension, Upsider Parrut will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until Upsider Parrut has received copies of the supplemented or amended prospectus or until such Upsider Parrut is advised in writing that the use of the prospectus forming a part of such registration statement may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference in such prospectus. View More
Found in TRULI TECHNOLOGIES, INC. contract
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Additional Agreements. Each Sponsor hereby represents and warrants to AAC and the Company, severally and not jointly, that (i) on or prior to the date hereof, it has delivered to AAC and the Company a capitalization table showing all of the direct equity owners of such Sponsor (each, a "Sponsor Cap Table") and (ii) its Sponsor Cap Table is true, correct and complete in all respects as of the date hereof. Notwithstanding anything to the contrary herein, following the date hereof, each Sponsor shall provide written noti...ce to AAC and the Company promptly following any change in its Sponsor Cap Table. View More
Found in Cannae Holdings, Inc. contract
Additional Agreements. Each Sponsor hereby represents and warrants to AAC FTAC and the Company, Tempo, severally and not jointly, that (i) on or prior to the date hereof, it has delivered to AAC FTAC and the Company Tempo a capitalization table showing all of the direct equity owners of such Sponsor (each, a "Sponsor Cap Table") and (ii) its Sponsor Cap Table is true, correct and complete in all respects as of the date hereof. Notwithstanding anything to the contrary herein, following the date hereof, each Sponsor sha...ll provide written notice to AAC FTAC and the Company Tempo promptly following any change in its Sponsor Cap Table. View More
Found in Cannae Holdings, Inc. contract
Additional Agreements. Each Sponsor hereby represents and warrants to AAC FTAC and the Company, Tempo, severally and not jointly, that (i) on or prior to the date hereof, it has delivered to AAC FTAC and the Company Tempo a capitalization table showing all of the direct equity owners of such Sponsor (each, a "Sponsor Cap Table") and (ii) its Sponsor Cap Table is true, correct and complete in all respects as of the date hereof. Notwithstanding anything to the contrary herein, following the date hereof, each Sponsor sha...ll provide written notice to AAC FTAC and the Company Tempo promptly following any change in its Sponsor Cap Table. View More
Found in Foley Trasimene Acquisition Corp. contract
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Additional Agreements. 3.1. Trust Account Waiver. Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the "Trust Account") for the benefit of its public shareholders upon the closing of the IPO. Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rig...hts, if any, the Purchaser may have in respect of any Class A Shares held by it. Purchaser further agrees that it shall have no right of set-off or any right, title, interest or claim of any kind ("Claim") to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares held by it. In the event Purchaser has any Claim against the Company under this Agreement, Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, Purchaser may have in respect of any Class A Shares held by it. 7 3.2. Waiver of Redemption Rights. Purchaser hereby waives any and all rights to redeem the Shares for a portion of the amounts held in the Trust Account in the event of (a) the Company's failure to timely complete an initial Business Combination, (b) an extension of the time period to complete an initial Business Combination or (c) upon the consummation of an initial Business Combination. For purposes of clarity, in the event Purchaser purchases Class A Shares included in the Units issued in the IPO ("Public Shares"), either in the IPO or in the aftermarket, any Public Shares so purchased shall be eligible to be redeemed for the applicable portion of the amounts held in the Trust Account in the event of (i) the Company's failure to timely complete an initial Business Combination, (ii) an extension of the time period to complete an initial Business Combination or (iii) upon the consummation of an initial Business Combination. 3.3. Advisory Services. The Company acknowledges that Purchaser has been engaged by Sponsor to assist Sponsor in providing advisory services to the Company, which services shall include the sourcing of potential counterparties to a potential Business Combination, assisting the Company in the conduct of diligence with respect to such Business Combination, advising the Company on the retention and engagement of investment bankers, legal counsel and other advisors in connection with the evaluation, negotiation and execution of the Business Combination, and advising the Company with respect to the negotiation and documentation of a Business Combination, and such other related services as reasonably requested by the Company and Sponsor. In performing such advisory services, Purchaser will rely upon and assume the accuracy and completeness of all such documentation and information provided to it without independent verification thereof, and Purchaser will not assume responsibility for the accuracy or completeness thereof. In its capacity as provider of such advisory services, Purchaser will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Company or any potential counterparty to any Business Combination or any other party or to advise or opine on any related solvency issues. The Company shall be solely responsible, and, in its capacity as provider of such advisory services, Purchaser shall have no liability with respect to any action taken by the Company in connection with such advisory services, including the financial performance of the Company or any counterparty to any Business Combination. The Company will cooperate with Purchaser in its provision of such services to Sponsor, including by providing such access to Company personnel, records and management as may be necessary for Purchaser to effect its services. The Company acknowledges that such services to be provided to Sponsor, assuming appropriate quality and standard of care of performance, will be for the benefit of, and will benefit, the Company and all of its shareholders. View More
Found in Battery Future Acquisition Corp. contract
Additional Agreements. 3.1. 5.1. Trust Account Waiver. Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the "Trust Account") for the benefit of its public shareholders upon the closing of the IPO. Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidatio...n rights, if any, the Purchaser may have in respect of any Class A Ordinary Shares held by it. Purchaser further agrees that it shall have no right of set-off or any right, title, interest or claim of any kind ("Claim") to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Ordinary Shares held by it. In the event Purchaser has any Claim against the Company under this Agreement, letter agreement, Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, Purchaser may have in respect of any Class A Ordinary Shares held by it. 7 3.2. 5.2. Waiver of Redemption Rights. Purchaser hereby waives any and all rights to redeem the Shares for a portion of the amounts held in the Trust Account trust account into which substantially all of the proceeds of the Company's IPO will be deposited (the "Trust Account") in the event of (a) (i) the Company's failure to timely complete an initial Business Combination, (b) business combination, (ii) an extension of the time period to complete an initial Business Combination business combination or (c) (iii) upon the consummation of an initial Business Combination. business combination. For purposes of clarity, in the event Purchaser purchases Class A Ordinary Shares included in the Units issued in the IPO ("Public Shares"), either in the IPO or in the aftermarket, any Public Shares so purchased shall be eligible to be redeemed for the applicable a portion of the amounts held in the Trust Account in the event of (i) the Company's failure to timely complete an initial Business Combination, (ii) business combination (but, for the avoidance of doubt, not in connection with an extension of the time period to complete an initial Business Combination business combination or (iii) upon the consummation of an initial Business Combination. 3.3. Advisory Services. The Company business combination). 5.3. Voting Agreement. Purchaser acknowledges that Purchaser has been engaged by Sponsor to assist Sponsor in providing advisory services to the Company, which services shall include the sourcing of potential counterparties to a potential Business Combination, assisting the Company was formed for the purpose of effecting a business combination. Purchaser agrees that Purchaser shall vote all of its Shares in the conduct of diligence with respect to such Business Combination, advising same way that the Company Sponsor votes its Founder Shares on the retention and engagement of investment bankers, legal counsel and other advisors in connection with the evaluation, negotiation and execution of the Business Combination, and advising the Company with respect to the negotiation and documentation of a Business Combination, and such other related services as reasonably requested any proposal submitted by the Company and Sponsor. In performing such advisory services, Purchaser will rely upon and assume the accuracy and completeness of all such documentation and information provided to it without independent verification thereof, and Purchaser will not assume responsibility for the accuracy vote or completeness thereof. In consent of its capacity as provider of such advisory services, Purchaser will have no obligation to conduct any independent evaluation or appraisal shareholders (up and through the closing of the assets or liabilities initial business combination). For the avoidance of doubt, the Company or any potential counterparty to any Business Combination or any other party or to advise or opine on any related solvency issues. The Company shall be solely responsible, and, in its capacity as provider of such advisory services, foregoing agreement that Purchaser shall have no liability with respect to any action taken by the Company in connection with such advisory services, including the financial performance of the Company or any counterparty to any Business Combination. The Company will cooperate with Purchaser in its provision of such services to Sponsor, including by providing such access to Company personnel, records and management as may be necessary for Purchaser to effect its services. The Company acknowledges that such services to be provided to Sponsor, assuming appropriate quality and standard of care of performance, will be for the benefit of, and will benefit, the Company and vote all of its shareholders. Shares in favor of such proposed business combination shall only be between Purchaser and the Company. View More
Found in Battery Future Acquisition Corp. contract
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Additional Agreements. (a) This Agreement shall be effective upon its execution by each of the Parties hereto. (b) Each of the Parties hereto shall execute such documents and perform such further acts as may be reasonably required to carry out the provisions hereof and the actions contemplated hereby. (c) No Party shall, and each Party shall cause their respective Affiliates not to, in each case, whether directly or indirectly, for itself or through or on behalf of any other Party not to, make any disparaging comments... (or induce or encourage others to make disparaging comments) about any other Party or its officers, directors, shareholders, employees and agents, or their respective operations, financial condition, prospects, products or services. View More
Found in Pulse Evolution Group, Inc. contract
Additional Agreements. (a) 9.1. This Agreement shall be effective upon its execution by each of the Parties hereto. (b) Parties. 9.2. Each of the Parties hereto shall execute such documents and perform such further acts as may be reasonably required to carry out the provisions hereof and the actions contemplated hereby. (c) 9.3. No Party shall, and each Party shall cause their respective Affiliates not to, in each case, whether directly or indirectly, for itself or through or on behalf of any other Party not to, make ...any disparaging comments (or induce or encourage others to make disparaging comments) about any other Party or its officers, directors, shareholders, employees and agents, or their respective operations, financial condition, prospects, products or services. View More
Found in Rokk3r Inc. contract
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