PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges
PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges (d)Any Lender that is not a Lender prior to the Forbearance Agreement, Consent and Amendment Effective Date (any such Lender, a “New Lender”) shall become a party to the Facility Agreement with a Commitment as set forth on Schedule 1.01(a) (Commitments) attached hereto as Exhibit A by executing a signature page attached hereto as a New Lender. On the Forbearance Agreement, Consent and Amendment Effective Date, all Borrowings under the Facility Agreement then outstanding shall be deemed to be prepaid with the proceeds of new Borrowings incurred on the Forbearance Agreement, Consent and Amendment Effective Date which shall be incurred from the Lenders ratably in accordance with their Commitments as set forth on Schedule 1.01(a) (Commitments) attached as hereto as Exhibit A (it being understood that the amount of such Borrowings shall not increase the amount of Loans outstanding under the Facility Agreement and the New Lender shall be deemed to have purchased outstanding Loans from Existing Lenders such that after giving effect to such purchase, the percentage of the aggregate outstanding Loans held by each Lender party hereto will equal its Percentage (after giving effect to this Forbearance Agreement, Consent and Amendment on the Forbearance Agreement, Consent and Amendment Effective Date). All such Borrowings shall be made in coordination with the Administrative Agent, and the Administrative Agent may take all actions reasonably necessary to give effect thereto on the Forbearance Agreement, Consent and Amendment Effective Date. Further, each Lender party hereto will automatically and without further act be deemed to have assigned and/or assumed a portion of participations in outstanding Letters of Credit, such that, after giving effect to each such deemed assignment or assumption of participations, the percentage of the aggregate outstanding participations in Letters of Credit held by each Lender party hereto will equal its Percentage (after giving effect to this Forbearance Agreement, Consent and Amendment on the Forbearance Agreement, Consent and Amendment Effective Date). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained in the Existing Facility Agreement shall not apply to the transactions effected pursuant to this Section 7(d). SECTION 8.
PRIVILEGED AND CONFIDENTIAL. (1) If the capital stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of capital stock shall be deemed to be the average of the high and low reported sale prices per share of capital stock thereon during the three trading days immediately preceding the Exercise Date (provided that if no such price is reported on any such day, the Fair Market Value per share of capital stock shall be determined pursuant to clause (2)).
PRIVILEGED AND CONFIDENTIAL. (a) On the date hereof, the Companies, jointly and severally, will pay to the Manager (or its Manager Designee(s)) an initial fee (the “Initial Fee”) equal to $1,000,000, to be paid at the closing of the STG Transaction. In addition to the Initial Fee, on the date hereof, the Companies will pay to the Manager (or its Manager Designee(s)), an amount equal to all reasonable out-of pocket expenses incurred by or on behalf of the Manager and its affiliates in connection with the provision of the Services to the Companies pursuant to this Agreement through the date hereof (all such fees and expenses, in the aggregate, the “Covered Costs”).
PRIVILEGED AND CONFIDENTIAL. (a) advice in connection with the negotiation and consummation of agreements, contracts, documents and instruments necessary to provide the Companies with financing on terms and conditions satisfactory to the Companies;
PRIVILEGED AND CONFIDENTIAL. (b) The license granted in this Agreement shall extend to the Affiliates of Licensee existing as of March 10, 2003. Licensee shall notify ITC of entities that become Licensee Affiliates who engage in the lease, manufacture, having made, sale or transfer of Covered Products during the Term, in each case within the calendar quarter following the event giving rise to the notice obligation. The provisions of Section 3.4 shall apply to entities that become Licensee Affiliates during the Term, and the provisions of Section 8.16 shall apply to entities that cease to be Licensee Affiliates during the Term to the extent relevant. Licensee represents that Attachment A to this Agreement lists all of Licensee's Affiliates as of the Effective Date and as of the execution date of this Agreement.
PRIVILEGED AND CONFIDENTIAL. (ii) the Manager, such Manager Designee and their respective Indemnitees will have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Companies or any of their affiliates or to refrain from any actions specified in Section 6(b)(i), and the Companies, on their own behalf and on behalf of their affiliates, hereby renounce and waive any right to require the Manager, such Manager Designee or any of their respective Indemnitees to act in a manner inconsistent with the provisions of this Section 6(b);
PRIVILEGED AND CONFIDENTIAL. 5.2 The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.
PRIVILEGED AND CONFIDENTIAL. Execution Version
PRIVILEGED AND CONFIDENTIAL. Execution Version For the avoidance of doubt, “business day” herein shall mean any day other than a Saturday or a Sunday or a day on which commercial banking institutions in Israel, the US or Republic of China are authorized or obligated by Law or executive order to be closed. Any reference to “days” (unless business days are specified) shall mean calendar days.
