XXXXXX. Xhis Agreement is made this 1st day of January, 1998, between Team Financial, Inc., a Kansas corporation ("COMPANY") and Michxxx X. Xxxxxx ("XXECUTIVE").
XXXXXX. Xxcept as set forth in the Schedules hereto, C.R. Xxxxxx xxx not issued or granted nor is it a party to any outstanding warrants, options, rights, calls or commitments of any kind relating to, or any presently effective agreements or understandings with respect to, its capital stock, whether issued or unissued, or securities convertible into its capital stock. Other than as set forth in the C.R. Xxxxxx Xxxorts, C.R. Xxxxxx xx not a party to, or bound by, any contract, indenture, agreement or instrument or any note, debenture, bond or other security, under the terms of which, or pursuant to which, its right to declare or pay dividends on its capital stock is restricted. C.R. Xxxxxx'x xxxital stock is not subject to any preemptive rights of any stockholder.
XXXXXX. Xt the request of Acquiror, C.R. Xxxxxx xxxll take, at its expense, all action necessary to effect any such election, including calling a special meeting of its stockholders and mailing to its stockholders the information required by Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder.
XXXXXX. 161 In this case, Xxxxxx Xxxxx LJ said that where a person acquires an asset from another, with knowledge of the existence of a previous contract in respect of that asset, a court could interfere to ensure that the acquirer of the property shall not use the property in a manner inconsistent with the contractual stipulations of which he is aware. However, the precise ambit of this rule is extremely unclear, and, in addition, subsequent case law has narrowed it down in scope,162 which makes it very uncertain to rely on. In our case the court would probably dismiss a claim based on this rule. Accordingly, the remedies for a breach of the negative pledge are not satisfactory. That is why in practice three alternative mechanisms have developed. They usually go under the names "equal security-", "same security-" and "automatic security" clauses and are inserted into the loan agreement.163 An English court would have to determine whether the legal system having jurisdiction over the asset will recognise and give effect to these clauses, or an order of specific performance to make the borrower fulfil his obligation under the clause in question.164 The same security clause provides that if the borrower does grant a security interest to another creditor in breach of the negative pledge, the borrower shall procure that the lender of the contract will be equally and rateably secured on the same asset.165 Some jurisdictions will not recognise a security created in this way, since the asset is future and has not been identified at the time of the agreement, or because of non-compliance with some other formality, such as registration. Under English law, prior specificity is not necessary. It is sufficient if the asset is identified at the time when the negative pledge is breached.166 The problem is that if the borrower does not grant the creditor of the contract the same security, the third party will have the security interest in the asset alone. It would probably be impossible to erode that security interest by specific performance and create a new one in which the creditors rank equally.167 The equal security clause provides that if the borrower should grant security to another creditor, the borrower has to grant security to the original lender as well. The security has to be equal in value to that granted to the other creditor. Under English law the lender will not be secured by this clause, since the asset over which future security interest is being offered must be...
XXXXXX. Notary Public, State of Illinois (Seal) My Commission expires on July 8, 2006. STATE OF ILLINOIS } } ss. COUNTY OF COOK } On this 19th day of March, 2000, before me, K. GIBSON, a Notary Public, personally appeared D. X. XXXXVAN, Trustee, personally known to me (ox xxxxxx xx xe on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or entity on behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.
XXXXXX. Xxcept as specifically contemplated by this Agreement or otherwise approved in writing by Acquiror, C.R. Xxxxxx xxxther covenants and agrees with Acquiror as follows: