Buyers. Each reference to "BUYERS" set forth in the Pledge Agreement shall mean (i) in respect of the period from November 8, 2006 through the day immediately preceding the date hereof, the "Buyers" referenced on the Schedule of Buyers attached to the Securities Purchase Agreement prior to the date hereof and (ii) in respect of the period from and after the date hereof, the "Buyers" referenced on the Schedule of Buyers attached to the Securities Purchase Agreement, after giving effect to (A) the Second Amendment to Securities Purchase Agreement (Notes and Warrants) and First Amendment to Joinder Agreement dated as of even date hereof ("SECOND AMENDMENT") and (B) any other subsequent amendments to the Schedule of Buyers, as applicable.
Buyers. Stockholders Meeting; Filing the Amended Certificate. As soon as practicable following the date of this Agreement, Buyer shall prepare and file with the Securities and Exchange Commission the Proxy Statement and shall mail the Proxy Statement to Buyer's stockholders. Buyer shall also, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Buyer's Stockholders Meeting") for the purpose of, among other things, obtaining approval of (i) the transactions contemplated in this Agreement and (ii) an amendment to Buyer's certificate of incorporation in a form reasonably agreed to by the parties hereto (the "Amended Certificate"), and, Buyer shall, through its Board of Directors, recommend to its stockholders that they approve the foregoing. The approval of the transactions contemplated in this Agreement shall require the approval of the holders of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting at which a quorum is present, excluding shares held by IHC and its Affiliates. However, notwithstanding the preceding sentence, the adoption of the Amended Certificate shall require the approval of the holders of a majority of the outstanding common stock of Buyer entitled to vote at the Buyer's Stockholders Meeting (including shares held by IHC and its Affiliates). Prior to the Closing Date, and subject to approval of the Amended Certificate by Buyer's stockholders, Buyer shall file the Amended Certificate with the Secretary of State of the State of Delaware.
Buyers. All references to “Buyer” in this Agreement shall refer collectively to the “Buyers” party to the Framework Agreement, each as represented for purposes of this Agreement by Rabobank, as Agent. Each such Buyer shall be deemed a party to this Agreement, and upon entry into any Transaction, each such Buyer shall acquire an undivided fractional interest in the Purchased Securities for such Transaction (pro-rata in accordance with its Undivided Funding Percentage) in accordance with Section 4.2(b) of the Framework Agreement until such Purchased Securities are repurchased by Seller pursuant to this Agreement (at which point such undivided fractional interests shall be collectively reconveyed to Seller) or otherwise disposed of hereunder. Subject to the terms and conditions of the Framework Agreement, all powers of Buyers hereunder, including the execution and delivery of Confirmations hereunder or any other matters involving consent or discretion, shall be exercised solely by Agent on behalf of such Buyers. The parties agree that any remedies to be exercised against Seller, Guarantor or the Collateral shall be exercised solely through Agent and not by any Buyer individually.
Buyers. 3.1 The Buyer Parent has incorporated or shall incorporate wholly-owned single purpose Xxxxxxxx Islands entities to be the Buyers of the Rigs and will nominate one such Buyer for each Rig.
Buyers. Set and attend initial meeting with buyers – discuss pre-approval process, wants and needs, etc. • Set up initial tour – previewing prior to showing, etc. • Show properties to buyer(s): Mentor shall attend initial showing. Mentee shall show subsequent properties and follow up with Mentor • Speak with listing agent about subject property (disclosures, inspections/reports, seller(s) desired terms, etc. • Write offer - comparable search, pre-approval letter, cover letter, handling of deposit, etc. • Offer presentation (importance of personal presentation where possible) • Escrow process – ordering and attending inspections, lender communications, tracking of performance dates, reviewing and discussing inspections, discussing repairs (“contractual” versus “requested”), etc. Mentoring Agreement It is agreed that will mentor . (Mentor’s Name) (Agent’s Name) For this they will receive a (20%) mentor fee from the Mentee’s first closings. Upon approval of the Designated Broker, this Mentor relationship can be canceled, in writing, at any time by either party. If this agreement is canceled, the Mentor will be paid accordingly for any transactions actively pending at the time of cancellation. If the Mentee, whether intentionally or not, ends their participation in the Mentor program, the undersigned Mentor will be entitled to (1) one mentor fee payment on the Mentee’s next closed transaction at Accel Realty Partners. The mentor further understands that if he/she leaves Accel Realty Partners, the Mentor relationship will terminate immediately. The preceding pages lists the primary responsibilities of the Mentor to help the Mentee. Mentor Date Agent (Mentee) Date