The Holders. The provisions of Article VIII of the Base Indenture are deleted in their entirety;
The Holders. (i) shall sell Notes to the Final Dealer or Final Dealers in a principal amount which shall be not less than $25,000,000 nor more than $50,000,000 at a price equal to 100% plus the Premium; and
The Holders. Section 901.
The Holders. Other than Lock-Up Shares held directly or indirectly by the MJ Holders or their Permitted Transferees (including holding as a custodian) or with respect to which any XX Xxxxxx has beneficial ownership within the rules and regulations of the SEC, the terms of which shall be governed by Section 2.1(b), each of the Holders agrees that, (i) during the period beginning from the date of this Agreement and continuing to and including the date that is six (6) months after the date of this Agreement (the “Initial Lock-Up Period”), no such Holder will Dispose of any Lock-Up Shares owned directly or indirectly by such Holder (including holding as a custodian) or with respect to which such Holder has beneficial ownership within the rules and regulations of the SEC, and (ii) beginning on the date immediately following the Initial Lock-Up Period, and on each subsequent one (1) month anniversary of such date (each, a “Release Month”), excluding any MJ Release Month, restrictions on Disposition of Lock-Up Shares (and the Lock- Up Period shall expire with respect to) for each Holder shall cease with respect to an additional number of Lock-Up Shares equal to the lesser of (x) such Holder’s Pro Rata Portion of an aggregate of 4,100,000 Lock-Up Shares and (y) one-twelfth (1/12th) of the aggregate number Lock-Up Shares owned, directly or indirectly, by such Holder (including holding as a custodian) or with respect to which such Holder has beneficial ownership within the rules and regulations of the SEC, as of the Closing (assuming full release of the Indemnification Escrow Amount and the payments contemplated by Section 1.4(c) of the Purchase Agreement as of the Closing), in each case subject to applicable securities laws, or, in each case, the total number of Lock-Up Shares that remain subject to the Lock-Up Period at such time (if lower); provided, that Lock-Up Shares that are not deposited in escrow at the time of any such expiration of the Lock-Up period shall be released first in any such Release Month until the restrictions on all such non-escrowed Lock-Up Shares have been released; provided, further, that the termination of the restrictions on Disposition on each Release Month set forth in this Section 2.1(a)(ii) shall not occur on any MJ Release Month. As used in this Section 2.1, “MJ Release Month” means any month during which any XX Xxxxxx becomes entitled to Dispose of any Lock-Up Shares pursuant to Section 2.1(b) on or prior to the eighteen (18) month anniversary ...
The Holders. Section 8.01 Action by Holders. 43 Section 8.02 Proof of Execution by Holders. 44 Section 8.03 Absolute Owners. 44 Section 8.04 Issuer-owned Notes Disregarded. 44 Section 8.05 Revocation of Consents; Future Holders Bound. 44
The Holders. 5 SECTION 2.1. Lists of Holders of Securities......................... 5 SECTION 2.2. Events of Default; Waiver.............................. 5 SECTION 2.3. Event of Default; Notice............................... 5 ARTICLE III............................................................... 6 POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE.................. 6 SECTION 3.1. Powers and Duties of the Preferred Guarantee Trustee... 6 SECTION 3.2. Certain Rights of Preferred Guarantee Trustee.......... 8 SECTION 3.3. Not Responsible for Recitals or Issuance of Guarantee.. 10 ARTICLE IV................................................................ 11
The Holders. Xxxxxx X. Xxxxxxxx 000 Xxxxxxxxx Xxxxx Hillsborough, CA 94010-6740 ----------------------------------------- Delaware Charter Guaranty & Trust Co. (Custodian for Xxxxxx X. Xxxxxxxx Money Purchase Pension Plan) x/x Xxxxxxxxx & Xxxxx LLC Xxx Xxxx Xxxxxx San Francisco, CA 94104 ----------------------------------------- L. S. & Co. 000 Xxxxxxx Xxxxxx Palo Alto, CA 94301 ----------------------------------------- Xxxxxxx X. XxXxxxxx 00000 Xxxxx Xxxxx Xxxx, XX 00000 ----------------------------------------- Xxxxxx X. Case 000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 ----------------------------------------- Xxxxxx Xxxxxxx Case, III 000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 ----------------------------------------- Xxxxxxxxx & Xxxxx Guaranty Finance, LLC Xxx Xxxx Xxxxxx San Francisco, CA 94104 ----------------------------------------- Alps Investments, LLC X.X. Xxx 0000 XxXxxx, XX 00000 ----------------------------------------- Xxxxxx X. Xxxx 00 Xx. Xxxxxx Xxx Tiburon, CA 94920 ----------------------------------------- Xxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx, Trustees Xxxxxxx Family Living Trust UAD 1/1/87 000 Xxxxx Xxxx Xxxxxxxx, CA 94027 ----------------------------------------- Xxxxxx Partners c/o Xxxxxxxx Xxxxxx, General Partner 0000 Xxxxxxxx Xxxxx Beverly Hills, CA 90210 ----------------------------------------- Xxxxxxxx X. Xxxxx - Xxxx XXX 00 Xxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 THE HOLDERS ----------------------------------------- Xxxx Xxxxxxx and Xxxxxx Hordes, Trustees Xxxx Xxxxxxx Retained Annuity Trust UAD 8/31/94 00 Xxxxxx Xxxxx Xxxxxxxx, XX 00000 ----------------------------------------- Xxxx X. Ain 000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxx, XX 00000-0000 ----------------------------------------- Xxxx Xxxxxx and Xxxxxx Xxxxxx Tenants in Common 000 Xxxxxx Xxxx Austin, TX 78746 ----------------------------------------- Xxxxx X. Xxxxxx and June X. Xxxxxx, Trustees, FBO Xxxxx X. Xxxxxx and June X. Xxxxxx Trust UAD 7/20/77 000 Xxxxxxx Xxxx Portola Valley, CA 94028 ----------------------------------------- Xxxxxxx X. Xxxxxxx and Xxxxx Valierote, Trustees Goldman-Valierote Family Trust UAC 11/15/95 000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxx, XX 00000 ----------------------------------------- Xxxxxx X. Gold 0000 X. Xxxxxxxx Boulevard Tulsa, OK 74114 ----------------------------------------- EIC/GDP Investors, LLC Entrepreneurial Corp. 0000 Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 ----------------------------------------- Xxxxx and Xxxxxxxxx Xxxxxxxxx Living Trust UTD 11/14/96 x...
The Holders. THE SHAAR FUND, LTD. By: SS&C Fund Services N.V. By: Name: Title: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx Exhibit A Form of Convertible Note Exhibit B Form of Series D Certificate of Designation Exhibit C Form of Warrant
The Holders and the Pledgor jointly and severally covenant and agree from time to time and at all times hereafter well and truly to save, defend and hold harmless and fully indemnify the Escrow Agent, its successors, and assigns, from and against all loss, costs, charges, suits, demands, claims, damages, fees and expenses (including reasonable attorney's fees and expenses either paid to retained attorneys or amounts representing the fair value of legal services, based on its customary billing rates, rendered to itself) which the Escrow Agent, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason arising out of or in connection with the performance of its obligations in accordance with the provisions of this Agreement or anything in any manner relating thereto or by reason of the Escrow Agent's compliance with the terms hereof. The foregoing indemnities in this Section 4.2 shall survive the resignation or substitution of the Escrow Agent and the termination of this Escrow Agreement.
The Holders. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (including in connection with an offer to purchase). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.