Agreement of the Company Clause Samples

Agreement of the Company. In order to induce the Executive to remain in the employ of the Company, the Company agrees, under the terms and conditions set forth herein, that, upon the occurrence of both a Change in Control and a Triggering Event during the term of this Agreement, the Company shall provide to the Executive the benefits described in this Section 3 (the "Severance Benefits").

Agreement of the Company. In order to induce the Executive to remain in the employ of the Company, the Company agrees, under the terms and conditions set forth herein, that, upon the occurrence of both a Change in Control and a Triggering Event during the term of this Agreement, the Company shall provide to the Executive the benefits described in Sections 3.1 through 3.4 below (the "Severance Benefits"), unless prior to the date of any Triggering Event, the Executive's employment with the Company has been terminated for Cause or due to the Executive's Disability or death.

Agreement of the Company. In order to induce the Executive to remain in the employ of the Company, the Company agrees, under the terms and subject to the conditions set forth herein, including timely executing and not revoking the Release Agreement presented by the Company and complying with the notice requirements in Section 6, that, upon the occurrence of a Triggering Event after the Effective Date, provided that such Triggering Event constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), the Company shall provide to the Executive the benefits described in this Section 3 (collectively, the "Severance Benefits").

Agreement of the Company. The Company hereby agrees that it shall not give effect to any vote cast or other action taken by any Stockholder with respect to any matter submitted to a vote of the stockholders of the Company, unless such vote or action is in accordance with the terms of this Agreement.

Agreement of the Company. Subject to (i) the terms and conditions of this RSA and (ii) the terms and conditions set forth in the Restructuring Term Sheet, as applicable, the Company Parties, until execution of Definitive Documentation: (a) agree to use commercially reasonable efforts to (i) support and complete the Restructuring and all other actions contemplated in connection therewith, (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring, (iii) obtain any and all required regulatory approvals and third-party approvals for the Restructuring, and (iv) not take any actions inconsistent with this RSA, the Restructuring Term Sheet and any other related documents executed by the Company or the expeditious consummation of the Restructuring. (b) shall not, directly or indirectly, seek, solicit, negotiate, support or engage in any discussions relating to, or enter into any agreements relating to, any alternative proposal other than the Restructuring, nor shall the Company Parties solicit or direct any person or entity, including, without limitation, any member of the Company’s board of directors or any holder of equity in the Company, to undertake any of the foregoing. (c) agree that all Definitive Documentation shall be consistent with, and approved in accordance with, the Restructuring Term Sheet and in form and substance acceptable to the Requisite Secured Exchanging Holders and/or the Requisite Convertible Exchanging Holders, as applicable, each in their reasonable discretion. (d) agree to pay all reasonable and documented fees and expenses of (i) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ & Marsal, advisors to certain holders of Senior Secured Notes and (ii) Sidley Austin LLP and Macquarie Capital (USA) Inc., advisors to certain holders of Convertible Notes, in each case in accordance with the terms of their existing engagement or fee letters. (e) shall not modify or amend any of the organizational documents of the Company except as required in connection with any existing obligations under equity-based employee compensation plans; (f) shall not issue, or authorize the issuance of, any equity securities of the Company except securities issued in the ordinary course pursuant to existing equity-based compensation plans; (g) shall not split, combine, redeem or reclassify, or purchase or otherwise acquire any equity securities of the Company, as applicable; (h) shall not declare or pay any non-cash dividend or make any non-cash distrib...

Agreement of the Company. The Company, within five (5) business days of execution of this Agreement the Company: (i) will issue a new Convertible Note in the name of: (a) Alpha or Alpha’s designees, in the principal amount of $308,257.50 plus accrued interest; and (b) Brio or Brio’s designees, in the principal amount of $36,742.50 plus accrued interest (each, a, “Purchaser’s Notes” and collectively, the “Purchasers’ Notes”); and (ii) will cause its transfer agent to issue in book entry form certificates evidencing: (c) 102,752.5 Shares in the name of Alpha or Alpha’s designees; and (d) 12,247.5 Shares in the name of Brio or Brio’s designees (the “Purchaser’s Shares” and, collectively, the “Purchasers’ Shares”). The Purchasers’ Notes shall contain such terms and conditions as the Purchasers, collectively, shall direct in writing. In the alternative, the Company and the Purchasers, acting singly and not collectively, can authorize the Company to issue and deliver such other securities of the Company as the respective Purchasers shall determine (the “Purchasers’ Securities”). The Purchasers’ Notes, Purchasers’ Shares and/or Purchaser Securities may be referred to hereinafter as the “Securities.”

Agreement of the Company. The Company will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, seeking to avoid the observance of this Warrant. In the event that the Company completes a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action and the surviving entity is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its Common Stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right, at the Holder’s expense, to have the Company pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.

Agreement of the Company. The Company agrees with the Purchasers as ------------------------ follows: (a) During the five-year period commencing on the Effective Date, the Company will furnish to the Purchasers copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to the Purchasers a copy of each annual or other report it shall be required to file with the Commission. (b) The Company will make generally available to holders of its securities as soon as may be practicable, but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement (which need not be audited but shall be in reasonable detail) for a period of 12 months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (c) The Company will apply the net proceeds from the sale of the Standby Shares to the Purchasers in the manner set forth in the Registration Statement under "Use of Proceeds." (d) The Company will mail or cause to be mailed to the existing shareholders of the Company the Notice of Rights Offering, together with a letter of transmittal, within three days after the expiration of the thirty-day period referred to in the first paragraph of this Agreement.

Agreement of the Company. The Company shall not offer, sell, contract to sell or otherwise dispose of any securities of the Company, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, equity securities or any such substantially similar securities, during (a) with respect to the initial Public Offering, the seven days prior to and the 180-day period beginning on the effective date of such Initial Public Offering, (b) with respect to any other underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included, the seven days prior to and the 90-day period beginning on the effective date of such registration, and (c) upon notice from any holder(s) of Registrable Securities subject to a shelf registration that such holder(s) intend to effect an underwritten distribution of Registrable Securities pursuant to such shelf registration (upon receipt of which, the Company will promptly notify all other holders of Registrable Securities of the date of the commencement of such distribution), the seven days prior to and the 90-day period beginning on the date of the commencement of such distribution, in each case except as part of such underwritten registration or pursuant to registrations on Form F-4, Form S-4 or Form S-8, and in each case unless the underwriters managing the registered public offering otherwise agree.