Certain Other Provisions Clause Samples

Certain Other Provisions. (a) For purposes of this Section 21 and Section 22. capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in that certain Credit Agreement, dated as of June 30, 2017, among APCO Worldwide, Inc:, certain of its Subsidiaries party thereto, the various financial institutions party thereto, and Monroe Capital Management Advisors, LLC, as amended (the “Credit Agreement”!. (b) Except as otherwise required by the Act, none of the Company, the Member, or any Person that becomes a member, may make or approve, or cause to be made or approved, any issuance, sale, transfer, assignment, pledge, mortgage, hypothecation, or other disposition (each, a “Transfer’’^ of any Equity Interest in the Company or in any of its direct or indirect Subsidiaries, or any instrument convertible, exercisable or exchangeable for, or right to otherwise acquire, any such Equity Interest (collectively, “Convertible-Securities”'). (c) At any time following the occurrence of ah Event of Default (and during the continuance thereof), each Lender shall have the right to Transfer to any third party 100% of the issued and outstanding Equity Interests in, and Convertible Securities of, the Company, regardless of whether such Equity Interests or Convertible Securities constitute Pledged Equity (as defined in the Guaranty and Collateral Agreement), on any terms proposed by any Lender, and each of members and the Company shall (i) approve and, in the case ofthe members, vote their respective Equity Interests in the Company in favor of, any such Transfer, including the terms thereof; and (ii) grant to each Lender a power of attorney and proxy sufficient to so exercise such approval and voting rights. (d) All proceeds from any permitted Transfer of any Equity Interests in, and Convertible Securities of, the Company (other than the proceeds ofthe in itial subscription for Equity Interests by the Member on or prior to the date hereof) or any direct or indirect Subsidiary, regardless of whether such Equity Interests or Convertible Securities are sold by the Company, Administrative Agent or any member of the Company or otherwise, shall be applied first to the payment in full in cash of all ofthe Obligations, prior to the payment or satisfaction of any other obligation or liability, or the dividend or distribution to, the Member, any other member, or any other Person. (e) Any certificates representing the Equity Interests in, and Convertible Securiti...

Certain Other Provisions. 4.3.1.8.1. Initially, record and beneficial ownership of shares of Series A Preferred Stock may not be transferred by their holder, except by operation of law. Following the date that is eighteen months after the date of the Closing, record and beneficial ownership of shares of Series A Preferred Stock may, subject to all applicable state and federal laws, be transferred or sold by their holder. 4.3.1.8.2. In the event any shares of Series A Preferred Stock are converted pursuant to, or are otherwise acquired by the Corporation, the shares so converted or otherwise acquired shall be retired and cancelled, shall not be reissued by the Corporation as Series A Preferred Stock, and shall be eliminated from the shares of Series A Preferred Stock which the Corporation shall be authorized to issue. 4.3.1.8.3. No provision in this Certificate of Incorporation shall be construed to limit or impair (1) the right of each holder of Series A Preferred Stock to participate equally and ratably in dividends and distributions pursuant to Section 4.3.1.3 hereof or Series A Liquidation Preference payments pursuant to Section 4.3.1.4 hereof, in each case, on an as-converted basis as provided therein, or the operation of any of the conversion adjustment and other provisions of Section 4.3.1.4 hereof or (2) any of the other rights, preferences and privileges of a holder of Series A Preferred Stock pursuant to this Certificate of Incorporation or applicable law. 4.3.1.8.4. If any Series A Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation will issue, in exchange and in substitution for and upon cancellation of the mutilated certificate, or in lieu of and substitution for the certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of Series A Preferred Stock, upon receipt of evidence of such loss, theft or destruction of such certificate and, if requested by the Corporation, an indemnity on customary terms for such situations reasonably satisfactory to the Corporation.

Certain Other Provisions. The provisions of Sections 18.1, 18.4, 18.5, 18.7 and 18.9 of the License Agreement shall apply to this Agreement to the same extent as if the full text of such Sections were set forth herein and, for this purpose, any reference in any of such Sections to the term “Agreement” shall be deemed to be, and treated as, a reference to this Agreement.

Certain Other Provisions. Each of Holdings and the Company covenants that if at any time a Principal Credit Facility of Holdings, the Company or any of their respective Subsidiaries includes (a) any one or more covenants or events of default that are not provided in this Agreement or (b) any one or more covenants or events of default that are more restrictive than the same or similar covenants or events of default provided in this Agreement, then such additional or more restrictive covenants or events of default (each, an “Incorporated Term”) will automatically be incorporated into this Agreement (but, for the avoidance of doubt, in the course of the incorporation into this Agreement of any Incorporated Term the scope and meaning of such Incorporated Term will not change) and, once incorporated, may not thereafter be modified except pursuant to the requirements of paragraph 12C, provided that the immediately preceding clauses (a) and (b) shall exclude any covenants or events of default primarily relating to collateral, provided further that: (i) if any Principal Credit Facility is either (x) terminated or (y) reduced to an aggregate principal or commitment amount of less than $40,000,000, in each case, at a time when no event of default exists and no waiver is in effect under any Incorporated Term of such Principal Credit Facility, then any and all Incorporated Terms previously incorporated by reference from such Principal Credit Facility shall, upon such termination or reduction, as the case may be, automatically no longer be incorporated into this Agreement; (ii) if Prudential and Prudential Affiliates at any time hold less than 50% of the total outstanding principal amount of all Notes, then (I) any and all Incorporated Terms previously incorporated by reference from any Principal Credit Facility other than the Bank Credit Agreement and (II) any and all Incorporated Terms previously incorporated by reference from the Bank Credit Agreement other than financial covenants shall, in the case of each of clause (I) and clause (II), on and after such time, automatically no longer be incorporated into this Agreement; and (iii) if the aggregate principal amount of all Notes held by Prudential and Prudential Affiliates at any time is equal to or less than $75,000,000 and if such amount then represents 35% or less of the aggregate principal or commitment amount of all unsecured credit facilities of the Company at such time, then any and all Incorporated Terms previously incorporated by ref...

Certain Other Provisions. ▇▇. ▇▇▇▇▇▇▇▇ will comply with all reasonable and lawful policies, procedures and practices of the Company from time to time in effect of which he is provided notice.

Certain Other Provisions. None of the Lenders or the Agents shall have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to, Competitors. Administrative Agent is hereby authorized by Borrower to make available the list of Competitors on the “public side” of the Platform.

Certain Other Provisions. RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

Certain Other Provisions. 4 2. Definitive Documents, Commitments and Commitment Fee ........................................4

Certain Other Provisions. For all purposes of this Framework Agreement, except as otherwise expressly provided or unless the context otherwise requires: (i) capitalized terms used herein and not defined herein have the meanings set forth in the Form of Loan Agreement and if not defined therein, in the Form of Intercreditor Agreement; (ii) the definitions stated herein apply equally to both the singular and the plural forms of the terms defined; (iii) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Framework Agreement as a whole and not to any particular article, section or other subdivision; and (iv) all references herein to articles, sections, appendices, schedules and exhibits pertain to articles, sections, appendices, schedules and exhibits in or to this Framework Agreement.