Acknowledgment by Company. The Company covenants and agrees not to make any distribution or payment to any Subordinated Creditor in violation of the terms of this Agreement.
Acknowledgment by Company. The parties hereby acknowledge and agree that the acceptance of any Shares for payment pursuant to the Offer or other tender offer for a majority of the outstanding Shares will constitute a "change of control" under the terms of the various agreements governing the Options set forth on Schedule II hereto and that for purposes of the transactions contemplated by this Agreement all restrictions on transferability and vesting applicable to any of the Unvested Stock or restricted Shares on Schedule I hereto shall be terminated.
Acknowledgment by Company. The Company will, at the time of or ------------------------- at any time after each exercise of this Warrant, upon the request of the holder hereof or of any shares of Common Stock issued upon such exercise, acknowledge in writing its continuing obligation to afford to such holder all rights to which such holder shall continue to be entitled, after such exercise in accordance with the terms of this Warrant, provided, that if any such holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Company to afford such rights to such holder.
Acknowledgment by Company. Company represents and warrants that neither the Buyer, nor any persons or entities representing or purporting to represent the Buyer have made any representation or warranty which is not contained expressly in this Agreement or any other agreements referred to herein. Without limiting the foregoing, Company specifically acknowledges that the Buyer has made no representations that it is a "long term" investor in the Company, or that it intends to hold the Debenture or shares of stock in the Company (obtained by conversions of the Debenture) for any period beyond that which is required under the Securities Act. Company further acknowledges that the Buyer may hedge the shares of stock in the Company prior to or after the conversions of the Debenture, provided that such hedging is done in compliance with the Securities Act, the 1934 Act, any rules applicable to securities traded on the NASD/National Market System and the express terms of this Agreement, the Debenture, the Warrants and the Registration Rights Agreement.
Acknowledgment by Company. If, after a Change in Control, the Company fails to reasonably confirm that it has performed the obligation described in Section 14.1 within twenty (20) days after written notice from Executive, such failure shall be a material breach of this Agreement and shall entitle Executive to resign for Good Reason and to receive the benefits provided under this Agreement in the event of Termination Upon a Change in Control.
Acknowledgment by Company. Company represents and warrants that neither the Buyer, nor any persons or entities representing or purporting to represent the Buyer have made any representation or warranty which is not contained expressly in this Agreement or any other agreements referred to herein. Without limiting the foregoing, Company specifically acknowledges that the Buyer has made no representations that it is a "long term" investor in the Company, or that it intends to hold the Preferred Stock or shares of stock in the Company (obtained by conversions of the Preferred Stock) for any period beyond that which is required under the Securities Act. Company further acknowledges that the Buyer may hedge the shares of stock in the Company prior to or after the conversions of any of the Preferred Stock, provided that such hedging is done in compliance with the Securities Act, Securities Exchange Act, any rules applicable to securities traded on the NASDAQ "Bulletin Board" and the express terms of this Agreement, the Certificate of Designation for the Preferred Stock and the Registration Rights Agreement. Notwithstanding the foregoing, provided that the Company has not defaulted hereunder or under any other agreement entered into in connection herewith (including, without limitation, the Registration Rights Agreement and the Certificate of Designation for the Preferred Stock, both dated the date hereof), each Buyer acting individually shall not "short" (as such term is defined by the Securities Act) shares of Common Stock (calculated pursuant hereto at the time such shares of Common Stock are shorted) in excess of twenty percent (20%) of the sum of (i) the aggregate number of shares of Common Stock the Buyer would receive if all of the shares of Preferred Stock (then held by such Buyer) were converted by Buyer on the day of the "short" sale, plus (ii) the number of shares of Common Shares held by (or deliverable to) such Buyer on the day of the "short sale" as a result of prior conversions.
Acknowledgment by Company. Company represents and warrants that neither the Buyer, nor any persons or entities representing or purporting to represent the Buyer have made any representation or warranty which is not contained expressly in this Agreement or any other agreements referred to herein. Without limiting the foregoing, Company specifically acknowledges that the Buyer has made no representations that it is a "long term" investor in the Company, or that it intends to hold the Preferred Stock or shares of stock in the Company (obtained by conversions of the Preferred Stock) for any period beyond that which is required under the Securities Act. Company further acknowledges that the Buyer may hedge the shares of stock in the Company prior to or after the conversions of any of the Preferred Stock, provided that such hedging is done in compliance with the Securities Act, Securities Exchange Act, any rules applicable to securities traded on the NASDAQ - Bulletin Board (if applicable) and the express terms of this Agreement, the Certificate of Designation for the Preferred Stock and the Registration Rights Agreement.
Acknowledgment by Company. If, after a Change in Control, the ------------------------- Company (or any Successor) fails to reasonably confirm that it has performed the obligation described in Section 13(a) within ten (10) days after written notice from Executive, Executive shall be entitled to terminate Executive's employment with the Company for Good Reason, and to receive the benefits provided under this Agreement in the event of Termination Upon Change in Control.
Acknowledgment by Company. (a) Except for the representations and warranties contained in Section 4, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser makes any express or implied representation or warranty with respect to Parent, Purchaser or any of their respective Subsidiaries or their respective businesses or with respect to any other information provided to the Company or any of its Representatives in connection with the Transactions, including the accuracy or completeness thereof.
Acknowledgment by Company. The Company covenants and agrees not to make any distribution or payment to any Subordinated Creditor in violation of the terms of this Agreement. This Agreement is executed as a sealed instrument as of the 1st of February, 2008. COMPANY BAKERS FOOTWEAR GROUP, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chairman and Chief Executive Officer Address: 0000 Xxxxx Xxxxxx St. Louis, Missouri 63103 Telephone: 000-000-0000 Telecopier: 000-000-0000 SUBORDINATED CREDITORS SUBORDINATED CREDITOR: XXXXXX X. XXXX REVOCABLE TRUST By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Trustee Address for Notice: Facsimile: ___________________ Attn: _______________________ SUBORDINATED CREDITOR: XXXX X. XXXXXX REVOCABLE TRUST By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Trustee Address for Notice: Facsimile: ___________________ Attn: _______________________ Signature Page to the Subordination Agreement (PEMG and Debenture Holders) SUBORDINATED CREDITOR: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Address for Notice: Facsimile: ___________________ Attn: _______________________ SUBORDINATED CREDITOR: XXXXXXXX X. XXXXXX IRREVOCABLE TRUST F/B/O XXXXXXX X. XXXXXX By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Co-Trustee Xxxxxxxx X. Xxxxxx Irrevocable Trust F/B/O Xxxxxxx X. Xxxxxx Address for Notice: Facsimile: ___________________ Attn: _______________________ SUBORDINATED CREDITOR: MISSISSIPPI VALLEY CAPITAL, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx Title: Manager Address for Notice: Facsimile: ___________________ Attn: _______________________ Signature Page to the Subordination Agreement (PEMG and Debenture Holders) SUBORDINATED CREDITOR: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Address for Notice: Facsimile: ___________________ Attn: _______________________ SUBORDINATED CREDITOR: XXXXX X. XXXXXXXX REVOCABLE TRUST DTD 4/15/97 By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Trustee Address for Notice: Facsimile: ___________________ Attn: _______________________ SENIOR LENDER PRIVATE EQUITY MANAGEMENT GROUP, INC., as Administrative Agent By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chairman, CEO Address: Xxx Xxxx Xxxxx, Xxxxx 000 Xxxxxx, XX 00000 Telephone: _______________________ Telecopier: _______________________ Signature Page to the Subordination Agreement (PEMG and Debenture Holders)
