Certain Commitments. The Stockholder hereby represents that the Stockholder is not, and that from the date hereof through and including the Closing Date, neither the Stockholder nor any transferee of the Owned Shares shall become, subject to a binding commitment to sell, exchange or transfer by gift (or take any other action that would be treated for federal income tax purposes as a disposition of) any of the Offer Consideration to be received by it pursuant to the Offer.
Certain Commitments. From and after the Effective Time, Parent will, and will cause its Affiliates to, treat the Transactions as constituting a “change in control,” “change of control” or similar terms under the Company Benefit Plans and any such other Company compensation and severance arrangements or agreements.
Certain Commitments. Except as set forth on the Disclosure ------------------- Schedule, prior to the Effective Time, the Company shall not, nor shall it permit any of the Subsidiaries (except with the prior written approval of Parent and Purchaser) to, enter into, amend or affirmatively renew any contract, commitment, lease or other transaction (whether of real or personal property) except such contracts, commitments, leases or other transactions that are not material or are in the ordinary course of business and do not involve affiliates of the Company.
Certain Commitments. The Stockholder hereby represents that neither the Stockholder nor any Stockholder Subsidiary is, and that from the date hereof through and including the Closing Date, neither the Stockholder nor any Stockholder Subsidiary or transferee of the Owned Shares shall become, subject to a binding commitment to sell, exchange or transfer by gift (or take any other action that would be treated for federal income tax purposes as a disposition of) any of the Preferred Stock Consideration or the Common Stock Consideration to be received by it pursuant to the Amended Merger Agreement.
Certain Commitments. From and after the Effective Time, (i) Parent shall honor, and shall cause its Affiliates to honor, all obligations under the Company Benefit Plans and compensation and severance arrangements (subject to Parent’s commitments in Section 6.5(a) and Section 6.5(b)) and agreements in accordance with their terms as in effect immediately before the Effective Time, and (ii) Parent will, and will cause its Affiliates to, treat the Transactions as constituting a “change in control,” “change of control” or similar terms under the Company Benefit Plans and such compensation and severance arrangements or agreements.
Certain Commitments. Each Seller hereby agrees that during the time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, Seller shall vote the Securities: (i) in favor of any proposal for any recapitalization, merger, sale of stock, sale of assets, other business combination or other similar transaction between or involving the Company or any of its subsidiaries and Buyer or an affiliate of Buyer; (ii) after consultation with Buyer, against any proposal for any recapitalization, merger, sale of stock, sale of assets, other business combination or other similar transaction involving the Company or any of its subsidiaries or which is reasonably likely to materially and adversely affect Buyer or prevent or delay the consummation of the transactions contemplated by this Agreement (other than a transaction referred to in clause (i) above); and (iii) subject to any required regulatory approvals, with respect to directors of the Company, in favor of any individuals designated by Buyer and, without prior written instructions from Buyer to the contrary, against any other individuals. If requested by Buyer, each Seller will execute and deliver a written consent pursuant to Section 228 of the Delaware General Corporation Law wherein such Seller shall take one or more of the actions described in the preceding sentence.
Certain Commitments. Except as set forth in Paragraph 5(v) of the Disclosure Schedules, no Seller is a party to any agreement which provides that when losses of a client of such Seller exceed a specified amount, such Seller is obligated to assume, directly or indirectly, or to reimburse any other person for, any portion of said losses, or to any agreement under which any portion of any fees, commissions or other payments earned by or payable to such Seller is to be split with or otherwise paid to any other person.
Certain Commitments. Except as explicitly provided for in ------------------- this Agreement or the Merger Agreement, there is no warrant, right, option, conversion privilege, stock purchase plan, Charter provision or other Contractual Obligation that obligates the Company or Holdings to offer, issue, purchase or redeem any shares of capital stock of the Company or debt or other securities convertible into or exchangeable for capital stock (now, in the future or upon the occurrence of any contingency) or that provides for any stock appreciation or similar right. There is no warrant, right, option, conversion privilege, stock purchase plan, Charter provision or other Contractual Obligation that obligates the Company or Holdings to offer, sell, transfer, exchange, pledge, hypothecate or encumber (now, in the future or upon the occurrence of any contingency) any of the shares of capital stock of any Subsidiary of the Company or Holdings, except as set forth in this Agreement or the Merger Agreement.
Certain Commitments. The representations and warranties set forth in Section 4.9 are further subject to:
Certain Commitments. The Company is not a party to any agreement which provides that when losses of a client of the Company exceed a specified amount, the Company is obligated to assume, directly or indirectly, or to reimburse any other Person for, any portion of said losses, or to any agreement under which any portion of any fees, commissions or other payments earned by or payable to the Company is to be split with or otherwise paid to any other Person.
