Xxxxxxx, President. EXHIBIT A --------- FORM OF ASSIGNMENT OF LESSEE'S INTEREST IN LEASE ------------------------------------------------ RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: O'Melveny & Mxxxx LLP 200 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: Sxxxxxx X. Xxxxx, Esq. -------------------------------------------------- ASSIGNMENT OF LESSEE'S INTEREST IN LEASE ---------------------------------------- This ASSIGNMENT OF LESSEE'S INTEREST IN LEASE (this "ASSIGNMENT") is made as of ____________ ___, 199__, by WXXXXX-XXXXXXX PARTNERS, a California general partnership ("ASSIGNOR"), comprised of Carlyle Real Estate Limited Partnership-IX, an Illinois limited partnership ("CARLYLE"), and Medical Office Buildings, Ltd., a Washington limited partnership ("MOB"), in favor of ______________________, a _________________________ ("ASSIGNEE"). For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby grants, conveys, transfers and assigns to Assignee all of Assignor's rights, title and interest in, to and under that certain Lease, dated as of February 1, 1977, with respect to certain real property located in the County of Los Angeles, California and more particularly described in EXHIBIT A attached hereto (the "PROPERTY"), as amended by that certain First Amendment to Lease, dated as of July 16, 1979, by and between Landlord and MOB, as further amended by that certain Second Amendment of Lease, dated as of December 19, 1985, by and between Landlord and Tenant (as so amended, the "LEASE"), together with (i) any and all rights, title, estates and interests of Assignor, in and to any improvements and fixtures located on the Property, (ii) any and all rights or easements appurtenant to the Property, and (iii) any and all rights, title, estates and interests of Assignor in and to any subleases, if any, relating to the Property (the Lease and the foregoing rights, titles, estates, interests, and easements are referred to collectively herein as the "LEASEHOLD ESTATE"). Assignor hereby covenants, warrants and represents to Assignee that (i) prior to the execution of this Assignment, Assignor has not conveyed the Leasehold Estate, or any right, title or interest therein to any person other than Assignee, and (ii) the Leasehold Estate is, as of the date hereof, free from encumbrances done, made, or suffered by Assignor, or any person claiming under Assignor. The execution of this Assignment has been duly authorized by Assignor's constituent partners, constitutes a legally binding obligation of Assignor, does not require the consent of any other parties, and does not violate the provisions of any agreement to which Assignor is a party. The provisions of this Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Assignee hereby confirms that Carlyle, its present and future constituent partners, their respective successors and assigns, and any persons or entities having a direct or indirect interest in Carlyle shall not have any personal liability of any kind or nature under or in connection with this Assignment. The foregoing shall not in any way affect the effectiveness of this Assignment or limit the liability of Assignor or MOB under this Assignment, regardless of whether Assignor or MOB have any direct or indirect interest in Carlyle. This Assignment shall not be amended except in a writing signed by both Assignor and Assignee. This Assignment shall be governed by and construed in accordance with the laws of the State of California.
Appears in 1 contract
Xxxxxxx, President. Stevxx X. Xxxxxxxxx Secretary EXHIBIT A B --------- FORM OF ASSIGNMENT OF LESSEE'S INTEREST IN LEASE ------------------------------------------------ RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: O'Melveny & Mxxxx LLP 200 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: Sxxxxxx X. Xxxxx, EsqRIGHT CERTIFICATE Certificate No. -------------------------------------------------- ASSIGNMENT OF LESSEE'S INTEREST IN LEASE ---------------------------------------- This ASSIGNMENT OF LESSEE'S INTEREST IN LEASE (this "ASSIGNMENT"R- [A][B](1) is made as of ____________ ___Class [A][B] Rights NOT EXERCISABLE AFTER MAY 14, 199__2009 (SUBJECT TO POSSIBLE EXTENSION AT THE OPTION OF THE COMPANY) OR EARLIER IF REDEEMED, by WXXXXX-EXCHANGED OR AMENDED. THE RIGHTS ARE SUBJECT TO REDEMPTION, EXCHANGE AND AMENDMENT AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR A TRANSFEREE THEREOF MAY BECOME NULL AND VOID. Class [A][B] Right Certificate THE J.M. XXXXXXX PARTNERS, a California general partnership ("ASSIGNOR"), comprised of Carlyle Real Estate Limited Partnership-IX, an Illinois limited partnership ("CARLYLE"), and Medical Office Buildings, Ltd., a Washington limited partnership ("MOB"), in favor of _______XXXPANY This certifies that _______________, a _________________________ ("ASSIGNEE"). For valuable considerationor registered assigns, is the receipt and sufficiency registered owner of the number of Class [A][B] Rights set forth above, each of which are hereby acknowledgedentitles the owner thereof, Assignor hereby grantssubject to the terms, conveysprovisions, transfers and assigns to Assignee all conditions of Assignor's rights, title and interest in, to and under that certain Leasethe Rights Agreement, dated as of February 1April 22, 1977, with respect to certain real property located in the County of Los Angeles, California and more particularly described in EXHIBIT A attached hereto 1999 (the "PROPERTYRights Agreement"), as amended by that certain First Amendment to Leasebetween The J.M. Xxxxxxx Xxxpany, dated as of July 16, 1979, by and between Landlord and MOB, as further amended by that certain Second Amendment of Lease, dated as of December 19, 1985, by and between Landlord and Tenant an Ohio corporation (as so amended, the "LEASECompany"), together with and Harrxx Xxxst and Savings Bank, an Illinois banking corporation, as rights agent (ithe "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) any and all rights, title, estates and interests of Assignor, in and prior to any improvements and fixtures located 5:00 P.M. (Eastern time) on the PropertyExpiration Date (as such term is defined in the Rights Agreement) at the principal office or offices of the Rights Agent designated for such purpose, (ii) any and all rights or easements appurtenant to the Propertyone one-hundredth of a fully paid nonassessable share of Series A Junior Participating Preferred Stock, and (iii) any and all rights, title, estates and interests of Assignor in and to any subleases, if any, relating to the Property without par value (the Lease and "Preferred Shares"), of the foregoing rightsCompany, titles, estates, interests, and easements are referred to collectively herein as at a purchase price of 90.00 per one one-hundredth of a Preferred Share (the "LEASEHOLD ESTATEPurchase Price"). Assignor hereby covenants, warrants upon presentation and represents to Assignee that (i) prior to the execution surrender of this Assignment, Assignor has not conveyed the Leasehold Estate, or any right, title or interest therein to any person other than Assignee, and (ii) the Leasehold Estate is, as of the date hereof, free from encumbrances done, made, or suffered by Assignor, or any person claiming under Assignor. The execution of this Assignment has been duly authorized by Assignor's constituent partners, constitutes a legally binding obligation of Assignor, does not require the consent of any other parties, and does not violate the provisions of any agreement to which Assignor is a party. The provisions of this Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Assignee hereby confirms that Carlyle, its present and future constituent partners, their respective successors and assigns, and any persons or entities having a direct or indirect interest in Carlyle shall not have any personal liability of any kind or nature under or in connection with this Assignment. The foregoing shall not in any way affect the effectiveness of this Assignment or limit the liability of Assignor or MOB under this Assignment, regardless of whether Assignor or MOB have any direct or indirect interest in Carlyle. This Assignment shall not be amended except in a writing signed by both Assignor and Assignee. This Assignment shall be governed by and construed in accordance Right Certificate with the laws Form of the State of California.Election
Appears in 1 contract
Samples: Rights Agreement (Smucker J M Co)
Xxxxxxx, President. EXHIBIT A --------- FORM OF ASSIGNMENT OF LESSEE'S INTEREST IN LEASE ------------------------------------------------ RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: O'Melveny & Mxxxx LLP 200 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx XxxxxxxxxX. Xxxxxxxx, XX 00000 Attn: Sxxxxxx X. Xxxxx, EsqSecretary Exhibit B to Rights Agreement ----------------------------- Form of Right Certificate Certificate No. -------------------------------------------------- ASSIGNMENT OF LESSEE'S INTEREST IN LEASE ---------------------------------------- This ASSIGNMENT OF LESSEE'S INTEREST IN LEASE (this "ASSIGNMENT") is made as of R- ______ Rights NOT EXERCISABLE AFTER JUNE 1, 2011 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT. Right Certificate POWERWAVE TECHNOLOGIES, INC. This certifies that ___________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Agreement, dated as of June 1, 2001 (the "Agreement"), between Powerwave Technologies, Inc., a Delaware corporation (the "Company"), and U.S. Stock Transfer Corporation (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Agreement) and prior to 5:00 P.M., Pacific time, on June 1, 2011 at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non- assessable share of Series A Junior Participating Preferred Stock, par value $.0001 per share, of the Company (the "Preferred Shares"), at a purchase price of $115.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of June 1, 2001, based on the Preferred Shares as constituted at such date. As provided in the Agreement, the Purchase Price and the number of one one-hundredths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Agreement are on file at the principal executive offices of the Company and the offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at a redemption price of $.001 per Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's Common Stock, par value $.001 per share. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but, in lieu thereof, a cash payment will be made, as provided in the Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of_________ ____. ATTEST: POWERWAVE TECHNOLOGIES, 199__, by WXXXXX-XXXXXXX PARTNERS, a California general partnership ("ASSIGNOR"), comprised of Carlyle Real Estate Limited Partnership-IX, an Illinois limited partnership ("CARLYLE"), and Medical Office Buildings, Ltd., a Washington limited partnership ("MOB"), in favor of INC. By:______________________, a _________________________ ("ASSIGNEE"). For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby grants, conveys, transfers and assigns to Assignee all of Assignor's rights, title and interest in, to and under that certain Lease, dated as of February 1, 1977, with respect to certain real property located in the County of Los Angeles, California and more particularly described in EXHIBIT A attached hereto (the "PROPERTY"), as amended by that certain First Amendment to Lease, dated as of July 16, 1979, by and between Landlord and MOB, as further amended by that certain Second Amendment of Lease, dated as of December 19, 1985, by and between Landlord and Tenant (as so amended, the "LEASE"), together with (i) any and all rights, title, estates and interests of Assignor, in and to any improvements and fixtures located on the Property, (ii) any and all rights or easements appurtenant to the Property, and (iii) any and all rights, title, estates and interests of Assignor in and to any subleases, if any, relating to the Property (the Lease and the foregoing rights, titles, estates, interests, and easements are referred to collectively herein as the "LEASEHOLD ESTATE"). Assignor hereby covenants, warrants and represents to Assignee that (i) prior to the execution of this Assignment, Assignor has not conveyed the Leasehold Estate, or any right, title or interest therein to any person other than Assignee, and (ii) the Leasehold Estate is, as of the date hereof, free from encumbrances done, made, or suffered by Assignor, or any person claiming under Assignor. The execution of this Assignment has been duly authorized by Assignor's constituent partners, constitutes a legally binding obligation of Assignor, does not require the consent of any other parties, and does not violate the provisions of any agreement to which Assignor is a party. The provisions of this Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Assignee hereby confirms that Carlyle, its present and future constituent partners, their respective successors and assigns, and any persons or entities having a direct or indirect interest in Carlyle shall not have any personal liability of any kind or nature under or in connection with this Assignment. The foregoing shall not in any way affect the effectiveness of this Assignment or limit the liability of Assignor or MOB under this Assignment, regardless of whether Assignor or MOB have any direct or indirect interest in Carlyle. This Assignment shall not be amended except in a writing signed by both Assignor and Assignee. This Assignment shall be governed by and construed in accordance with the laws of the State of California.By:_____________________________________ Name:_____________________________ Name:___________________________________ Title:____________________________ Title:__________________________________ Countersigned:
Appears in 1 contract
Xxxxxxx, President. Xxxxxxx X. Xxxx, Executive Vice President and Chief Financial Officer Xxxxx Xxxxxx, Chief Operating Officer Xxxx Xxxxxxx, Executive Vice President, Secretary and General Counsel EXHIBIT A --------- FORM OF ASSIGNMENT OF LESSEE'S INTEREST IN LEASE ------------------------------------------------ RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: O'Melveny & Mxxxx LLP 200 LOCK-UP LETTER AGREEMENT Pinnacle Entertainment, Inc. 0000 Xxxxxx Xxxxxx Parkway Suite 1800 Las Vegas, Nevada 89109 Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. As Representatives of the several Underwriters named in Schedule I attached to the Underwriting Agreement referred below c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx XxxxxxxxxXxxx, XX Xxx Xxxx 00000 AttnLadies and Gentlemen: Sxxxxxx X. Xxxxx, Esq. -------------------------------------------------- ASSIGNMENT OF LESSEE'S INTEREST IN LEASE ---------------------------------------- This ASSIGNMENT OF LESSEE'S INTEREST IN LEASE The undersigned understands that Xxxxxx Brothers Inc. and Deutsche Bank Securities Inc. as representatives (this "ASSIGNMENT"the “Representatives”) is made as of ____________ ___, 199__, by WXXXXX-XXXXXXX PARTNERS, a California general partnership the several underwriters ("ASSIGNOR"the “Underwriters”), comprised of Carlyle Real Estate Limited Partnership-IXpropose to enter into an Underwriting Agreement with Pinnacle Entertainment, an Illinois limited partnership Inc. ("CARLYLE"the “Company”), and Medical Office Buildingsproviding for the public offering (the “Public Offering”) by the Underwriters, Ltd.including the Representatives, a Washington limited partnership of common stock ("MOB"the “Common Stock”), of the Company. To induce the Underwriters that may participate in favor of ______________________, a _________________________ ("ASSIGNEE"). For valuable considerationthe Public Offering to continue their efforts in connection with the Public Offering, the receipt and sufficiency undersigned agrees that, without the prior written consent of which are hereby acknowledgedXxxxxx Brothers Inc., Assignor hereby grantsthe undersigned will not, conveysdirectly or indirectly offer, transfers and assigns sell, pledge, contract to Assignee all of Assignor's rights, title and interest in, to and under that certain Lease, dated as of February 1, 1977, with respect to certain real property located in the County of Los Angeles, California and more particularly described in EXHIBIT A attached hereto sell (the "PROPERTY"including making any short sale or covering any short position), as amended sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common Stock (including, without limitation, shares of Common Stock of the Company which may be deemed to be beneficially owned by that certain First Amendment to Leasethe undersigned on the date hereof in accordance with the rules and regulations of the Securities and Exchange Commission, dated as shares of July 16, 1979, by Common Stock which may be issued upon exercise of a stock option or warrant and between Landlord and MOB, as further amended by that certain Second Amendment of Lease, dated as of December 19, 1985, by and between Landlord and Tenant any other security convertible into or exchangeable for Common Stock) or enter into any Hedging Transaction (as so amended, the "LEASE"), together with (idefined below) any and all rights, title, estates and interests of Assignor, in and to any improvements and fixtures located on the Property, (ii) any and all rights or easements appurtenant to the Property, and (iii) any and all rights, title, estates and interests of Assignor in and to any subleases, if any, relating to the Property Common Stock (each of the foregoing referred to as a “Disposition”) for a period from the date hereof until and including the date that is 90 days after the date of the final prospectus supplement relating to the Public Offering (the Lease and the foregoing rights, titles, estates, interests, and easements are referred to collectively herein as the "LEASEHOLD ESTATE"“Lock-Up Period”). Assignor hereby covenantsThe foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a Disposition during the Lock-Up Period even if the securities would be disposed of by someone other than the undersigned. “Hedging Transaction” means any swap or other arrangement (including, warrants and represents without limitation, any put or call option) that transfers to Assignee that another, in whole or in part, any economic consequences of ownership of the Common Stock. Notwithstanding the foregoing, if (i1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the execution expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxx Brothers Inc. waives, in writing, such extension. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Assignment, Assignor has not conveyed Lock-Up Letter Agreement during the Leasehold Estate, or any right, title or interest therein period from the date of this Lock-Up Letter Agreement to any person other than Assignee, and (ii) including the Leasehold Estate is, as 34th day following the expiration of the date hereofLock-Up Period, free from encumbrances done, made, or suffered by Assignor, or any person claiming under Assignor. The execution of this Assignment has been duly authorized by Assignor's constituent partners, constitutes a legally binding obligation of Assignor, does not require the consent of any other parties, and does not violate the provisions of any agreement to which Assignor is a party. The provisions of this Assignment shall be binding upon, and shall inure it will give notice thereof to the benefit of, Company and will not consummate such transaction or take any such action unless it has received written confirmation from the parties hereto and their respective successors and assigns. This Assignment Company that the Lock-Up Period (as such may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Assignee hereby confirms that Carlyle, its present and future constituent partners, their respective successors and assigns, and any persons or entities having a direct or indirect interest in Carlyle shall not have any personal liability of any kind or nature under or in connection with been extended pursuant to this Assignment. The foregoing shall not in any way affect the effectiveness of this Assignment or limit the liability of Assignor or MOB under this Assignment, regardless of whether Assignor or MOB have any direct or indirect interest in Carlyle. This Assignment shall not be amended except in a writing signed by both Assignor and Assignee. This Assignment shall be governed by and construed in accordance with the laws of the State of Californiaparagraph) has expired.
Appears in 1 contract
Samples: Underwriting Agreement (Pinnacle Entertainment Inc)
