XXXXXXXXXXX XXXXXXXXX. The Employee acknowledges that restrictive covenants contained in Section 5 of the Change of Control Agreement will survive the termination of his employment. The Employee affirms that those restrictive covenants are reasonable and necessary to protect the legitimate interests of the Company, that he received adequate consideration in exchange for agreeing to those restrictions and that he will abide by those restrictions.
XXXXXXXXXXX XXXXXXXXX. A. Secured Party has agreed to make a loan to LFSRI II SPV REIT CORP., a Delaware corporation ("ORIGINAL BORROWER") and SENIOR QUARTERS FUNDING CORP., a Delaware corporation ("NEW BORROWER," and collectively with Original Borrower, the "BORROWER"), in the aggregate principal sum of $110,000,000 a portion of which has been advanced prior to the date hereof (the "LOAN") in accordance with the provisions of a certain Amended and Restated Loan Agreement (the "LOAN AGREEMENT") dated of even date herewith, which Loan shall be evidenced by, and payable, together with interest thereon, in accordance with the provisions of three promissory notes collectively referred to therein as the "NOTES." The Notes, the Loan Agreement, this Agreement and all other documents of any nature whatsoever evidencing, securing or guaranteeing the Loan in whole or in part, or otherwise executed and delivered in connection with the Loan or relating thereto, as the same may be modified or amended from time to time, are hereinafter referred to collectively as the "LOAN DOCUMENTS".
XXXXXXXXXXX XXXXXXXXX. 4-6, 47-49 Assault on an Employee ........................................................................................................ 7
XXXXXXXXXXX XXXXXXXXX. “The Only Way to Find Out if You Can Swim Is to Get into the Water: An Introductory Interview.” The Castoriadis Reader. Ed. and trans. Xxxxx Xxxx Xxxxxx. 1874. London: Xxxxxxxxx, 1997.
XXXXXXXXXXX XXXXXXXXX. Xxxx the Manager or those officers of the LLC and/or any other individuals associated with the LLC who have been given authority by the Manager to do so may execute on behalf of the LLC any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, or any assignment or endorsement thereof. Any person dealing with the LLC or the Manager may rely upon a certificate signed by the Manager as to (a) the identity of the Manager or any other Member of the LLC, (b) the persons who are authorized to execute and deliver any instrument or document for or on behalf of the LLC or (c) any act or failure to act by the LLC or as to any other matter whatsoever involving the LLC or any Member.
XXXXXXXXXXX XXXXXXXXX. NUMBER OF SHARES NUMBER OF COMMON STOCK DEPOSITED WITH SHARES TO BE CERTIFICATE NUMBER TRANSFER AGENT REGISTERED IN NAME OF SOLD ================== ============== ===================== ============ _________, 2000 PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED FIRST UNION SECURITIES, INC. SANDXXX XXXRXX XXXXXX Xs Representatives of the several Underwriters c/o PaineWebber Incorporated 1285 Avenue of the Americas New Xxxx, Xxx Xxxx 00000 Xear Sirs: In consideration of the agreement of the several Underwriters, for which PaineWebber Incorporated, Prudential Vector Healthcare, First Union Securities, Inc. and Sandxxx Xxxrxx Xxxxxx (xxe "Representatives") intend to act as Representatives to underwrite a proposed public offering (the "Offering") of 5,000,000 shares of Common Stock, par value $0.005 per share (the "Common Stock") of Texas Biotechnology Corporation, a Delaware corporation, as contemplated by a registration statement with respect to such shares filed with the Securities and Exchange Commission on Form S-3 (Registration No. 333-31932), the undersigned hereby agrees that the undersigned will not, for a period of 90 days after the commencement of the public offering of such shares, without the prior written consent of PaineWebber Incorporated, offer to sell, sell, contract to sell, grant any option to sell, or otherwise dispose of, or require the Company to file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 to register any shares of Common Stock or securities convertible into or exchangeable for Common Stock or warrants or other rights to acquire shares of Common Stock of which the undersigned is now, or may in the future become, the beneficial owner within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) (other than pursuant to employee stock option plans or in connection with other employee incentive compensation arrangements). Very truly yours, By: ---------------------------- Print Name: --------------------
XXXXXXXXXXX XXXXXXXXX. Xxe EqualNet Companies have entered into a Note and Warrant Purchase Agreement, dated as of January __, 1997 (the "NOTE AGREEMENT"; capitalized terms defined in the Note Agreement and not otherwise defined herein being used herein as therein defined), with the Purchaser. It is a condition to the Purchaser's obligation to purchase the Notes, Refinancing Notes and Warrants under the Note Agreement that this Security Agreement be executed and delivered.
XXXXXXXXXXX XXXXXXXXX. X. Secured Party has agreed to make a loan to LFSRI II Borrower and SENIOR QUARTERS FUNDING CORP., a Delaware corporation ("SENIOR QUARTERS BORROWER"; Senior Quarters Borrower, collectively with LFSRI II Borrower, the "BORROWER"), in the aggregate in the principal sum of up to $65,000,000 (the "LOAN"), in accordance with the provisions of a certain Loan Agreement (the "LOAN AGREEMENT") dated of even date herewith, which Loan shall be evidenced by, and payable, together with interest thereon, in accordance with the provisions of a certain promissory note, the "Note". The Note, the Loan Agreement, this Agreement and all other documents of any nature whatsoever evidencing, securing or guaranteeing the Loan in whole or in part, or otherwise executed and delivered in connection with the Loan or relating thereto, as the same may be modified or amended from time to time, are hereinafter referred to collectively as the "LOAN DOCUMENTS".
XXXXXXXXXXX XXXXXXXXX. Xxx Xxxxxxxxxxx xxx xxxxx Xxxxxferred Property are being transferred, with the intention of removing them from the Transferor's estate pursuant to Section 541 of the United States Bankruptcy Code, as the same may be axxxxxx xxxx xxxx xx xxxx.
XXXXXXXXXXX XXXXXXXXX. Xx consideration for the receipt of the Aggregate Merger Consideration in exchange for the Holdings Stockholder’s shares of Company Common Stock, and understanding that Parent desires to protect and preserve the going concern value of the Surviving Company, including the goodwill, to gain the loyalty of customers, and to assimilate and exploit the Surviving Company’s know-how, in each case to the extent permitted by Law, and acknowledging that Parent would not have entered into the Agreement absent the provisions of this Annex C, the Holdings Stockholder hereby covenants and agrees as follows:
