W I T N E S E T H WHEREAS the Company considers it desirable and in its best interests to grant to Xxxxx an added incentive to advance the interests of the Company by possessing an option to purchase additional shares of common stock, $.05 par value in accordance with the 1996 Executive Stock Option Plan adopted by the directors of the Company on August 15, 1996.
W I T N E S E T H WHEREAS the Company has heretofore executed and delivered to the Trustee an indenture, dated as of December 13, 2021 (the “Indenture”), providing for the issuance of 1.75% Convertible Senior Notes due 2028 (the “Notes”);
W I T N E S E T H WHEREAS this Assignment and Assumption Agreement (the "Agreement") relates to the Credit Agreement dated as of April 1, 1997 among the Borrower, Blount International, Inc., the Assignor and txx xxxer Banks party thereto, as Banks, and the Agent (the "Credit Agreement");
W I T N E S E T H WHEREAS pursuant to Section 2.05(b) of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the Aggregate Revolving Loan Commitment and/or one or more tranches of Incremental Term Loans under the Credit Agreement by requesting one or more Lenders to increase the amount of its Revolving Loan Commitment and/or to participate in such a tranche;
W I T N E S E T H WHEREAS the Credit Agreement provides in Section 2.05(b) thereof that any bank, financial institution or other entity may [extend Revolving Loan Commitments] [and] [participate in tranches of Incremental Term Loans] under the Credit Agreement subject to the approval of the Borrower and the Administrative Agent, by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto; NOW, THEREFORE, each of the parties hereto hereby agrees as follows: 1. The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a [Revolving Loan Commitment of $[__________]] [and] [__________] [a commitment with respect to Incremental Term Loans of $[__________]]. 2. The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto;
W I T N E S E T H WHEREAS the Borrower and the other Credit Parties have requested that the Lenders make certain amendments to that certain Credit Agreement, dated as of January 25, 2019 (amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Parent, the Subsidiary Guarantors party thereto, the Lenders identified therein, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, KeyBank, National Association, as a Swing Line Lender and an L/C Issuer, and Citizens Bank, National Association, as a Swing Line Lender and an L/C Issuer; and WHEREAS, the Lenders party to this Amendment (constituting the Required Lenders) have agreed to make such amendments on the terms and conditions provided herein;
W I T N E S E T H WHEREAS. GSK and NeuroMetrix have entered into that certain Termination Agreement, dated as of [date], 2021 (the “Termination Agreement”), pursuant to which GSK has agreed to convey, deliver, transfer and assign to NeuroMetrix all right, title and interest in, to and under all of the Transferred Assets in consideration of the royalty payments to be made by and the other covenants of, NeuroMetrix under the Termination Agreement, all upon the terms and subject to the conditions set forth therein.
W I T N E S E T H WHEREAS the Company was formed as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation with the Secretary of the State of the State of Delaware on December 21, 2017 (the “Certificate”) and the adoption of the initial Limited Liability Company Agreement of the Company on the same date; WHEREAS, NeuroMetrix and GSK Consumer Healthcare SARL, a société à responsabilité limitée organized under the laws of Switzerland formerly known as Novartis Consumer Health S.A., a société anonyme organized under the laws of Switzerland (“GSK”) entered into the Amended and Restated Limited Liability Company Agreement of the Company on January 12, 2018 (the “Original Agreement”);
W I T N E S E T H WHEREAS the Company considers it desirable and in its best interests to grant to Blaire an added incentive to advance the interests of the Company by possessing an option to purchase additional shares of common stock, $.05 par value in accordance with the 1996 Executive Stock Option Plan adopted by the directors of the Company on August 15, 1996.
W I T N E S E T H WHEREAS each of JELD-WEN, Inc. and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 14, 2017, providing for the issuance of 4.625% Senior Notes due 2025 and 4.875% Senior Notes due 2027 (the “Notes”);
