Holding Co hereby employs the Executive, and the Executive hereby accepts employment, as the Chief Claims Officer under the terms and conditions set forth herein. During the Term (as defined herein), the Executive agrees to serve, without additional compensation, in one or more executive positions and/or as a member of the board of directors of Holding Co. or any affiliate of Holding Co.
Holding Co hereby represents and warrants to the other Members, as of the date hereof, that the following representations and warranties are true and correct:
Holding Co. Holding Co. is, and will remain, a holding company (i) whose sole business will be the holding of the Capital Stock of Borrower and (ii) which does not have (a) any Indebtedness except the Senior Notes Obligations or the Obligations or (b) assets other than the Capital Stock of Borrower.
Holding Co pledges all stock in Leading Borrower to the Lender pursuant to a pledge agreement in form and substance acceptable to the Lender, simultaneous with the closing of the Holding Co. Restructure; (iv) Holding Co. guarantees all Obligations pursuant to a guaranty to be in form and substance acceptable to Lender, simultaneous with the closing of the Holding Co. Restructure; and (v) Leading Borrower will be the surviving Person.; or
Holding Co. Shares. Each share of Holding Co. Common Stock issued and outstanding immediately prior to the Merger shall be canceled.
Holding Co. Shares Issued in connection with the Merger. On or prior to the Effective Time, Holding Co. shall deliver to First National Bank of Boston as transfer agent (the "Transfer Agent") two or more certificates representing a number of shares of Holding Co. Common Stock equal to the difference between the number of shares of Holding Co. Common Stock outstanding pursuant to Section 2.1 of this Agreement and the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Transfer Agent shall deliver to each record holder, as of the Effective Time, of Holding Co. Common Stock, a certificate or certificates representing the number of additional shares of Holding Co. Common Stock, to which such record holder is entitled to pursuant to Section 2.1 of this Agreement. Such new certificates shall bear such restrictive legends, if any, as are required to assure compliance with all applicable securities laws and the transfer of the shares represented thereby shall be restricted accordingly.
Holding Co. Common Stock Listed. The Holding Co. Common Stock to be issued and to be reserved for issuance pursuant to the Merger shall have been approved for listing, upon official notice of issuance, by the New York Stock Exchange.
Holding Co a Maryland non-stock corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President TENANT: CHP DUNKIRK MOB OWNER, LLC, a Delaware limited liability company By: X. X. Xxxx Name: Xxxx X. Xxxx Title: Vice President EXHIBIT A Land [Intentionally Omitted] EXHIBIT 5.2 Prohibitions and Limitations on Use [Intentionally Omitted] EXHIBIT 5.4 Restricted Zip Codes [Intentionally Omitted] EXHIBIT 7.3(i) Proposed Tenant Form [Intentionally Omitted] EXHIBIT 10.1 Insurance Requirements
Holding Co and Borrower have requested Agent and the Lenders to amend the Financing Agreement to (i) permit the issuance of the HoldCo Notes and the security therefor granted to the HoldCo Notes Collateral Agent and (ii) permit certain dividends from Borrower to Holding Co. in connection with Holding Co.’s obligations under the HoldCo Notes.
Holding Co and its Subsidiaries' failure to maintain a Fixed Charge Coverage Ratio of at least 1.5 to 1.0 as of September 30, 2001 and at all prior times;
