Recital B Sample Clauses

Recital B. Effective as of the Execution Date of the Eleventh Amendment, Recital B of the Eleventh Amendment is hereby deleted in its entirety and replaced with the following:
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Recital B of the Pledge Agreement shall be deleted and shall be replaced in its entirety with the following:
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Recital B. Recital E shall be deleted in its entirety and substituted with the following language:
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Recital B. Recital B of the Pledge Agreement is amended in its entirety to read as follows:
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Recital B. Company............................................................Intro.
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Recital B. (a) and B.(b) of the Agreement is hereby amended to read in its entirety as follows:
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Recital B. The definition of "Exchange Party Stations" as set forth in Recital B shall only include the following stations: WYHT-FM, WSWR-FM and WMAN-AM, licensed to Mansfield/Shelby, Ohio, and KATJ-FM, KZXY-FM, KIXA-FM, KROY-AM and KIXW-AM, licensed to Victorville, California.
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Recital B. The parties hereto hereby acknowledge and agree that the minimum number of shares of the Common Stock to be purchased and sold pursuant to the Securities Purchase Agreement, as amended hereby, shall be the quotient of (i) the aggregate of the dollar amounts appearing on the Schedule of Investors attached as Exhibit A to this Agreement, divided by (ii) $0.10 and, in any event, shall be less than the minimum number referenced in Recital B of the Securities Purchase Agreement.
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Recital B. The words “an undivided fifty percent (50%)” in Recital B of the Purchase Agreement are hereby amended to read “an undivided 61.5892655%.”
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Related to Recital B

  • RECITALS 1. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein) of the Company.

  • PREAMBLE The parties agree that this article constitutes the method and procedure for a final and conclusive settlement of any dispute (hereinafter referred to as "the grievance") respecting the interpretation, application, operation or alleged violation of this Collective Agreement, including a question as to whether a matter is arbitrable.

  • RECITAL Lender has agreed to make and Borrower has agreed to accept a loan in the original principal amount of $350,000,000.00 (the “Loan”). Lender is willing to make the Loan to Borrower upon the terms and subject to the conditions set forth in this Loan Agreement.

  • PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.

  • RECITALS WHEREAS UGSI desires to employ Executive pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Executive desires to enter the employ of UGSI pursuant to such terms and conditions and for such consideration;

  • Recitals and Definitions Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

  • Recitals; Definitions The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof. All capitalized terms used but not otherwise defined herein have the meanings given such terms in the Loan Agreement.

  • Recitals; Defined Terms The above recitals are true and correct and are incorporated herein by reference. When used in this Agreement, a “Change in Control” shall be deemed to occur if:

  • Introductory Period ‌ The first 120 calendar days of continuous employment with the employer shall be considered an introductory period. During or at the conclusion of the introductory period, the Employer may decide to terminate the employment relationship for any reason without notice or pay in lieu of notice, and such termination shall not be subject to the grievance procedure. The introductory period, with mutual agreement between the Employer and the Union, may be an extended for up to 60 additional days.

  • Agreement Preamble Adjusted Estimated Purchase Price Section 2.1(a)(iv) Adjustment Amount Section 2.2(c) Allocable Purchase Price Section 2.5(b) Allocation Principles Section 2.5(b) Allocation Schedule Section 2.5(c) Available Insurance Policies Section 6.15 Balance Sheet Section 4.6(a) Balance Sheet Date Section 4.6(a) Bankruptcy and Equity Exception Section 3.1(a) Base Amount Section 2.1 Change In Control Customer Contracts Section 4.14(b) Closing Section 1.2 Closing Date Section 1.2 COBRA Section 4.12(a) Company Preamble Company Contracts Section 4.14(b) Company Disclosure Schedules Article IV Company Intellectual Property Section 4.16(a)(i) Company Organizational Documents Section 4.1(a) Company Plans Section 4.12(a) Company Technology Section 4.16(a)(ii) Computer Systems Section 4.16(b) Continuing Employees Section 6.11(a) Continuation Period Section 6.11(a) Contract Section 3.1(b) Copyrights Section 4.16(a)(iii) Customer Contract Section 4.14(a)(ix) D&O Indemnified Parties Section 6.12(a) Deal Communications Section 10.14(d) Deductible Section 9.3(a)(iii) Deficit Amount Section 2.2(e) De Minimis Threshold Section 9.3(a)(iv) Determination Date Section 2.2(b) Dispute Notice Section 2.2(b) Employees Section 4.12(a) Environmental Laws Section 4.13(b)(i) Environmental Liabilities Section 4.13(b)(ii) ERISA Section 4.12(a) ERISA Affiliate Section 4.12(a) Escrow Agent Section 2.3(a) Escrow Agreement Section 2.3(a) Estimated Purchase Price Section 2.1(a)(ii) Estimated Closing Date Net Working Capital Section 2.1(a)(i) Estimated Closing Statement Section 2.1(a)(i) Estimated Transaction Expenses Section 2.1(a)(i) Federal Health Care Program Section 4.19(c)(ii) Final Closing Statement Section 2.2(a) Financial Statements Section 4.6(a) Firm Section 10.14(a) Governmental Approval Section 3.2 Governmental Damages Section 7.2(d) Governmental Investigation Section 7.2(d) Granite Agreement Preamble Hazardous Materials Section 4.13(b) Hot Asset Section 2.5(c) Increase Amount Section 2.2(d) Indemnification Notice Section 9.5(a) Indemnifying Parties Section 9.2(a) Indemnitors Section 6.12(b) Independent Accounting Firm Section 2.2(b) Intellectual Property Rights Section 4.16(a)(iii) Interests Recitals Interim Period Section 6.8(d) Manufacturer Contract Section 4.14(a)(x) Marks Section 4.16(a)(iii) Material Contract Section 4.14(a) Parent Preamble Parent Indemnified Parties Section 9.2(a) Parent’s Proposed Calculations Section 2.2(a) Patents Section 4.16(a)(iii) Permitted Lien Section 4.15 PHI Section 9.2(a)(iv) Pharmacy Section 4.6(a) Policies Section 4.17 Post-Signing Changes Section 10.13(b) Pre-Closing Insurance Policy Section 9.8 Privileged Deal Communications Section 10.14(d) Publicly Available Software Section 4.16(a)(iv) Purchase Price Section 2.1 Re-Calculated Closing Date Net Working Section 2.2(f) Capital Related Persons Section 4.21 Release Section 4.13(b)(iv) Release Date Section 9.3(a)(i) Remaining Disputed Items Section 2.2(b) Representatives Section 6.2(a) Requisite Approval Section 4.4(a) Restraint(s) Section 7.1(b) Sale Recitals Securities Act Section 5.8 Seller Preamble Seller Parties Section 10.14(b) Short Period Section 6.8(d) Software Section 4.16(a)(v) Subsidiary Documents Section 4.2(b) Supplemental Disclosure Schedule Section 10.13(b) Takeover Proposal Section 6.2(c) Tax Returns Section 4.11(l) Tax Sharing Agreement Section 4.11(f) Taxes Section 4.11(l) Technology Section 4.16(a)(vi) Third Party Claim Section 9.5(b)(i) Third Party Claim Notice Section 9.5(b)(i) Trade Secrets Section 4.16(a)(iii) Walk-Away Date Section 8.1(b)(i) WARN Section 4.12(a)