FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf,...
FORM OF WAIVER. In consideration for the benefits I will receive as a result of my employer’s participation in the United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily waive any claim against the United States or my employer for any changes to my compensation or benefits that are required to comply with the regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008. I acknowledge that this regulation may require modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements) that I have with my employer or in which I participate as they relate to the period the United States holds any equity or debt securities of my employer acquired through the TARP Capital Purchase Program. This waiver includes all claims I may have under the laws of the United States or any state related to the requirements imposed by the aforementioned regulation, including without limitation a claim for any compensation or other payments I would otherwise receive, any challenge to the process by which this regulation was adopted and any tort or constitutional claim about the effect of these regulations on my employment relationship. ANNEX D
FORM OF WAIVER. Any waiver of any right under this Agreement is only effective if it is in writing and signed by a waiving or consenting Party and it applies only in the circumstances, for which it is given, and shall not prevent a Party who has given the waiver from subsequently relying on the provision it has waived.
FORM OF WAIVER. ((S) 9.2(k)).
FORM OF WAIVER. To: The Board of Directors Name: Sloane Shipping Ltd (the “Company”) Address: I03, Xxxxxxx Xxxxxx Stiges, Strait Street, Valletta VLT 1436, Malta Date: Dear Sirs, RE: PROPOSED TRANSFER OF SHARES IN THE COMPANY We hereby waive any pre-emption rights which we may be entitled to under the Company’s Memorandum and Articles of Association or under applicable law in connection with the proposed transfer of [one][one thousand four hundred ninety nine ([1][1,499]) Ordinary shares of €1 (each) by [—] to SBI Xxxxx Shipping Company Limited for the price of US$4133.33 per share. [—] For and on behalf of [—] Shareholder
FORM OF WAIVER. WAIVER AND AGREEMENT The undersigned is the holder of certain securities issued by Displaytech, Inc., a Colorado corporation (the "Company"), and a party to the Stock Purchase Agreement (this term to include that certain Stock Purchase Agreement, dated as of March 31, 1995, as amended, by and among the Company, J. Xxxxxx Xxxxxxxxxx, Xx. and Century Partners-Dtech, L.P., that certain Stock and Warrant Purchase Agreement, dated as of October 2, 1995, as amended, by and among J. Xxxxxx Xxxxxxxxxx, Xx., Century Partners-Dtech, L.P., and Kingdon Associates, L.P., Kingdon Partners, L.P. and X. Xxxxxxx Offshore NV, that certain Stock Purchase Agreement, dated as of October 11, 1997, as amended, between the Company and InterWest Capital, Inc., that certain Stock Purchase Agreement, dated as of January 27, 1998, as amended, by and among the Company and the Hewlett-Packard Company) and the Shareholders' Rights Agreement, dated as of October 2, 1995, as amended, by and among the Company, Hewlett-Packard Company, a Delaware corporation, and certain other persons including the undersigned (the "Shareholders' Rights Agreement"), granting certain rights to Anti-dilution Warrants and a Right of First Refusal, as such terms are defined in the Stock Purchase Agreement, and certain Registration Rights and Conversion Rights, as such terms are defined in the Shareholders' Rights Agreement. The Company is proposing to issue and sell up to $10,000,000 aggregate principal amount of its 9% Convertible Notes (the "Notes") to Hewlett-Packard Company (the "Purchaser"). The Notes may be converted in part or in whole into shares of a new series of preferred stock of the Company, that is designated the Series HP Convertible Preferred Stock. In connection with the rights granted to the holder of Series HP Convertible Preferred Stock, as described in its Certificate of Designation and Determination, the Series HP Convertible Preferred Stock may be converted into shares of Common Stock of the Company (the "Underlying Common Stock"). Furthermore, as contemplated in the Note Purchase Agreement, to be dated on or about February 12, 1999 (the "Note Purchase Agreement"), pursuant to which the Notes shall be issued and sold, the Shareholders' Rights Agreement will be amended to extend the rights therein to the shares of Common Stock into which the Notes may ultimately be converted. By signing this Waiver, the undersigned agrees to the following:
FORM OF WAIVER. In consideration for the benefits I will receive as a result of my employer’s participation in the United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily waive any claim against the United States or my employer for any changes to my compensation or benefits that are required to comply with the regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008. I acknowledge that this regulation may require modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements) that I have with my employer or in which I participate as they relate to the period the United States holds any equity or debt securities of my employer acquired through the TARP Capital Purchase Program. This waiver includes all claims I may have under the laws of the United States or any state related to the requirements imposed by the aforementioned regulation, including without limitation a claim for any compensation or other payments I would otherwise receive, any challenge to the process by which this regulation was adopted and any tort or constitutional claim about the effect of these regulations on my employment relationship. The form of the letter agreement included in this Exhibit was executed by each of the following senior executive officers: Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxxxxxxx Xxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxx, Xx. Xxxxxxx X. Quick
FORM OF WAIVER. Developer and The Related Companies, L.P., a New York limited partnership (“Related”), each on behalf of itself and the Developer Indemnified Parties (as defined in Section 110 of the Original DDA), hereby fully, finally and forever release and waive all rights, causes of action, claims (including, without limitation, claims for refunds, credits, offsets, reimbursements, damages, costs, expenses and attorneys' fees) and defenses (whether legal or equitable) of every kind and nature whatsoever that Developer or Related or the Developer Indemnified Parties has had or may have now or in the future, whether known or unknown and whether suspected or unsuspected, against any of the Authority Indemnified Parties (as defined in Section 110 of the Original DDA) and their predecessors and successors arising out of or in connection with the DDA, the Ground Lease, the Original Letter Agreement, the February 2013 Letter Agreement, the Additional Letter Agreements, the Civic Park Design Agreement, the Letter Agreement between Developer and Authority dated January 15, 2015 (“January 2015 Letter Agreement”), and/or any documents, certificates or statements related thereto (collectively, the “Grand Avenue Documents”) resulting from any actions, omissions or events that occurred prior to the date of execution of this waiver; provided, however, that the foregoing release and waiver expressly excludes any contractual benefits to which Related or Developer is expressly entitled pursuant to the terms and conditions of the Grand Avenue Documents. Without limiting the generality of the foregoing waiver and release, Developer and Related hereby acknowledge and agree that under no circumstance, whether past, present or future, is Developer, Related or any Developer Indemnified Party entitled to any refund, reimbursement, repayment or recovery of (i) any amounts previously paid to Authority or any of the Governing Entities under any of the Grand Avenue Documents, including, without limitation, the Deposit and the Leasehold Acquisition Fee (as defined in the Original DDA), or (ii) any costs and expenses that have been incurred or expended by Developer or any Developer Indemnified Parties relating to the entitlement, design, construction, processing or otherwise in connection with the Grand Avenue Project. Developer acknowledges that Authority has not breached or defaulted under any provision of the Grand Avenue Documents and that Authority is in full compliance with the same. In furt...
FORM OF WAIVER. Any provision of the Agreement may be waived in whole or in part by a party without prejudice to that party's rights in the event of a breach of any other provision of the Agreement. A waiver shall be binding on the waiving party only if it is in writing and signed by that party. The waiver of any breach of any provision of the Agreement shall not be taken or held to be a waiver of any further breach of the same provision or any breach of any other provision.
FORM OF WAIVER. In consideration for the benefits I will receive as a result of my employer’s participation in the United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily waive any claim against the United States or my employer for any changes to my compensation or benefits that are required to comply with the regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008. I acknowledge that this regulation may require modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements) that I have with my employer or in which I participate as they relate to the period the United States holds any equity or debt securities of my employer acquired through the TARP Capital Purchase Program. This waiver includes all claims I may have under the laws of the United States or any state related to the requirements imposed by the aforementioned regulation, including without limitation a claim for any compensation or other payments I would otherwise receive, any challenge to the process by which this regulation was adopted and any tort or constitutional claim about the effect of these regulations on my employment relationship. Dated: December 5, 2008. OAK VALLEY BANCORP By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Title: President UST # 205 ANNEX C December 5, 0000 XXX XXXXXXXXX XXX XXXXX Xxxxxx Xxxxxx Department of Treasury 0000 Xxxxxxxxxxxx Xxxxxx., XX Xxxxxxxxxx XX, 00000 Re: Oak Valley Bancorp Private Placement of 13,500 Shares of Preferred Stock & a Warrant to Purchase 350,346 Shares of Common Stock UST # 205 Ladies and Gentlemen: We are counsel for Oak Valley Bancorp (the “Company”) in connection with the private placement of 13,500 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Preferred Shares”) and a warrant to purchase 350,346 shares of its common stock (the “Warrant” and, together with the Preferred Shares, the “Purchased Securities”), pursuant to the terms of the Securities Purchase Agreement- Standard Terms (the “Securities Purchase Agreement”) and the Letter Agreement (the “Letter Agreement”), dated as of December 5, 2008 (together referred to as the “Agreement”), between the Company and you. This opinion is furnished to you pursuant to Section 1.2(d)(vi) of the Securities Purchase Agreement. Capitalized terms have the respective meanings given th...
