Certain Commitments. The Stockholder hereby represents that the Stockholder is not, and that from the date hereof through and including the Closing Date, neither the Stockholder nor any transferee of the Owned Shares shall become, subject to a binding commitment to sell, exchange or transfer by gift (or take any other action that would be treated for federal income tax purposes as a disposition of) any of the Offer Consideration to be received by it pursuant to the Offer.
Certain Commitments. From and after the Effective Time, Parent will, and will cause its Affiliates to, treat the Transactions as constituting a “change in control,” “change of control” or similar terms under the Company Benefit Plans and any such other Company compensation and severance arrangements or agreements.
Certain Commitments. Except as set forth on the Disclosure ------------------- Schedule, prior to the Effective Time, the Company shall not, nor shall it permit any of the Subsidiaries (except with the prior written approval of Parent and Purchaser) to, enter into, amend or affirmatively renew any contract, commitment, lease or other transaction (whether of real or personal property) except such contracts, commitments, leases or other transactions that are not material or are in the ordinary course of business and do not involve affiliates of the Company.
Certain Commitments. The Stockholder hereby represents that neither the Stockholder nor any Stockholder Subsidiary is, and that from the date hereof through and including the Closing Date, neither the Stockholder nor any Stockholder Subsidiary or transferee of the Owned Shares shall become, subject to a binding commitment to sell, exchange or transfer by gift (or take any other action that would be treated for federal income tax purposes as a disposition of) any of the Preferred Stock Consideration or the Common Stock Consideration to be received by it pursuant to the Amended Merger Agreement.
Certain Commitments. From and after the Effective Time, (i) Parent shall honor, and shall cause its Affiliates to honor, all obligations under the Company Benefit Plans and compensation and severance arrangements (subject to Parent’s commitments in Section 6.5(a) and Section 6.5(b)) and agreements in accordance with their terms as in effect immediately before the Effective Time, and (ii) Parent will, and will cause its Affiliates to, treat the Transactions as constituting a “change in control,” “change of control” or similar terms under the Company Benefit Plans and such compensation and severance arrangements or agreements.
Certain Commitments. Each Seller hereby agrees that during the time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, Seller shall vote the Securities: (i) in favor of any proposal for any recapitalization, merger, sale of stock, sale of assets, other business combination or other similar transaction between or involving the Company or any of its subsidiaries and Buyer or an affiliate of Buyer; (ii) after consultation with Buyer, against any proposal for any recapitalization, merger, sale of stock, sale of assets, other business combination or other similar transaction involving the Company or any of its subsidiaries or which is reasonably likely to materially and adversely affect Buyer or prevent or delay the consummation of the transactions contemplated by this Agreement (other than a transaction referred to in clause (i) above); and (iii) subject to any required regulatory approvals, with respect to directors of the Company, in favor of any individuals designated by Buyer and, without prior written instructions from Buyer to the contrary, against any other individuals. If requested by Buyer, each Seller will execute and deliver a written consent pursuant to Section 228 of the Delaware General Corporation Law wherein such Seller shall take one or more of the actions described in the preceding sentence.
Certain Commitments. Except pursuant to Material Contracts, neither Seller nor Subsidiary has outstanding any commitment relating to FunTown Business, whether oral or written, that involves the sale of a system for aggregate proceeds in excess of NT$3 million.
Certain Commitments. Each Seller hereby agrees that during the time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, Seller shall vote the Common Stock: (i) in favor of any proposal for any recapitalization, merger, sale of stock, sale of assets, other business combination or other similar transaction between or involving the Company or any of its subsidiaries and Buyer or an affiliate of Buyer; (ii) after consultation with Buyer, against any proposal for any recapitalization, merger, sale of stock, sale of assets, other business combination or other similar transaction involving the Company or any of its Subsidiaries or which is reasonably likely to materially and adversely affect Buyer or prevent or delay the consummation of the transactions contemplated by this Agreement (other than a transaction referred to in clause (i) above); and (iii) subject to any required regulatory approvals, with respect to directors of the Company, in favor of any individuals designated by Buyer and, without prior written instructions from Buyer to the contrary, against any other individuals.
Certain Commitments. Except as set forth on Schedule 5.29, neither the Company nor any Company Subsidiary is a party to any agreement (i) that provides that when losses of one of its clients exceed $25,000, the Company or the Company Subsidiary, as the case may be, is obligated to assume, directly or indirectly, or to reimburse any other Person for, any portion of said losses, or (ii) under which an amount in excess of $25,000 in any fiscal year of fees, commissions or other payments earned by or payable to the Company or any Company Subsidiary are required to be shared with any other Person (other than with the Company or another Company Subsidiary or payable to officers and employees of the Company and the Company Subsidiaries as compensation in the ordinary course of business).
Certain Commitments. (a) Nuveen will commit up to $5 million in aggregate over the first three years following the effective date hereof for the Company to build breadth and depth in its investment platform (including, e.g., various costs of hiring individuals such as first year base salaries, retention payments, signing bonuses, search fees and relocation allowances) in consultation with Nuveen as the Company seeks to capitalize on scale advantage resulting from the transactions contemplated by the Purchase Agreement. Nuveen will make such funds available over such period as reasonably requested by the Executive Committee in connection with its business plan as discussed and reviewed with Nuveen. Any such expenses of the Company funded by Nuveen will not be taken into consideration in determining Pre-Bonus Operating Income. In addition, in connection with the operation of the business conducted by the Company, certain of the Company’s administrative, legal, compliance, human resources, tax, accounting and other administrative and similar services and personnel will be provided by Nuveen to the Company. The costs of such services and personnel will be allocated to the Company only to the extent of any direct costs occurred by Nuveen or its affiliates and relating to the Company (including any personnel principally dedicated to the Company’s business or any fees paid relating specifically to the Company’s clients’ accounts), which allocated costs shall be taken into consideration in determining Pre-Bonus Operating Income. In addition, the Company will pay to Nuveen a development fee for each Fiscal Year, but only if and to the extent that (i) the Company’s earnings before (x) income tax expense, (y) amortization of intangibles resulting from the Contribution and the acquisition of the Interests as contemplated hereby and by the Purchase Agreement and (z) any reduction for the Bonus Pool of the Company for such Fiscal Year, exceeds (ii) an amount equal to 75.00% of the Company’s revenues for such Fiscal Year.
