Execution Copy. (or to allow any of the Borrower’s direct or indirect parent companies to so redeem, retire, acquire or repurchase their Capital Stock) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof) and its Subsidiaries, with the proceeds of Dividends from, seriatim, Holdings or the Borrower, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that, except with respect to non-discretionary repurchases, acquisitions, retirements or redemptions pursuant to the terms of any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreement or equity holders’ agreement, the aggregate amount of all cash paid in respect of all such shares of Capital Stock (or any options or warrants or stock appreciation rights issued with respect to any of such Capital Stock) so redeemed, acquired, retired or repurchased in any calendar year does not exceed the sum of (i) $7,500,000 (which shall increase to $15,000,000 subsequent to the consummation of a Qualifying IPO) plus (ii) all net cash proceeds obtained by Holdings or the Borrower during such calendar year from the sale of such Capital Stock to other present or former officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements plus (iii) all net cash proceeds obtained from any key-man life insurance policies received during such calendar year; notwithstanding the foregoing, 100% of the unused amount of payments in respect of this Section 10.6(b)(i) (before giving effect to any carry forward) may be carried forward to the immediately succeeding fiscal year (but not any other) and utilized to make payments pursuant to this Section 10.6(b) (any amount so carried forward shall be deemed to be used last in the subsequent fiscal year);
Execution Copy information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which such information or data was furnished; it being understood and agreed that for purposes of this Section 7.8(a), such factual information and data shall not include projections (including financial estimates, forecasts and other forward-looking information), pro forma financial information or information of a general economic or general industry nature.
Execution Copy. Information for purposes of performing the Receiving Party’s responsibilities or exercising the Receiving Party’s rights under this Agreement, (B) advise those Representatives of the obligation not to disclose the Confidential Information, (C) copy the Confidential Information only as necessary for those Representatives who need it for performing the Receiving Party’s responsibilities under this Agreement, and ensure that confidentiality is maintained in the copying process; and (D) protect the Confidential Information, and require those Representatives to protect it, using the same degree of care as the Receiving Party uses with its own Confidential Information, but no less than reasonable care.
Execution Copy. The parties have executed this Unit Purchase Agreement as of the date first written above. COMPANY:
Execution Copy. (b) The Buyer's obligations with respect to the Bank Loan shall be subject to the terms and conditions of the Buyer Pledge Agreement which shall include, inter alia, the following conditions: (i) the Buyer's liability with respect to the Bank Loan shall be limited only to the Security Interest and the sole recourse that Bank Hapoalim shall have against the Buyer with respect to the Bank Loan shall be the Security Interest; (ii) Bank Hapoalim shall have the right to realize the Security Interest only to the extent that the outstanding aggregate principal amount of the Bank Loan exceeds the total consideration received or to be received by Bank Hapoalim from the sale of the Pledged Shares and then only to the extent of such excess; (iii) (1) any dividend distributed by the Company to the Seller prior to the Assumption Closing; and (2) any amount received by the Seller in consideration for the sale of Ordinary Shares of the Company owned by the Seller prior to the Assumption Closing, shall have been used by the Seller solely for the purpose of reducing first, the interest payments due with respect to the Bank Loan, and, second, the principal amount of the Bank Loan; (iv) at the Closing, the Seller shall (1) deposit with Bank Hapoalim, in a separate account, an amount in USD equal to NIS 15,000,000 (fifteen million) (in accordance with the conversion rate applied under the Bank Loan), which shall be used solely for the purpose of securing the interest payments due with respect to the Bank Loan and the actual payment thereof, and shall pledge such account to Bank Hapoalim (the "Initial Deposit"); and (2) in addition to security provided by the Seller in the form of the Pledged Shares, secure the interest amounts due to Bank Hapoalim with respect to the Bank Loan by creating, for the benefit of Bank Hapoalim, a first ranking Fixed Charge over 1,700,000 Company Ordinary Shares owned by the Seller numbered as of the date hereof 13,651,631 to 15,351,630 on share certificate no. 367 (the "Additional Pledged Shares"), and granting the Trustee irrevocable instructions pursuant to which the Trustee shall be required to to sell such Additional Pledged Shares as the Buyer shall instruct it, in accordance with the terms of Section 2.03(c) herein , (v) the Seller shall have paid all interest and/or any other fees, commissions and other payments due with respect to the Bank Loan prior to the Assumption Closing, if any; (vi) the Seller shall not change or amend its agreement...