RECITALS A. Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 25, 1997 by and among X.X. Childs Equity Partners, L.P., a Delaware limited partnership, UHS Acquisition Corp., a Minnesota corporation, and Universal Hospital Services, Inc., a Minnesota corporation (the "Acquisition Agreement"), and of certain related transactions to be consummated concurrently therewith, the Stockholders (as hereinafter defined) will own (and may hereafter acquire) certain shares of Common Stock (as hereinafter defined) and certain options, warrants, securities and other rights to acquire from the Company, by exercise, conversion, exchange or otherwise, shares of Common Stock or securities convertible into Common Stock. B. All of the Stockholders desire to enter into this Agreement for the purpose of regulating certain aspects of the Stockholders' relationships with one another and with the Company. AGREEMENT In consideration of the premises and the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties to this Agreement mutually agree as follows: ARTICLE I
RECITALS A. The Holder is the owner of Common Stock Warrant No. W-15, dated February 10, 1992, to purchase up to 206,701 shares of common stock, $.001 par value per share, of the Company on the terms and conditions set forth therein (the "Warrant"). The Warrant presently expires on February 10, 1997.
RECITALS A. The Board of Directors of the Company (the “Board”) has adopted the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan as an incentive to attract, retain and motivate highly qualified individuals. B. Under the Plan, the Compensation Committee of the Board (the “Committee”), or its delegate, has the exclusive authority to interpret and apply the Plan and this Award Agreement. C. The Committee has approved the granting of Restricted Stock Units to the Grantee pursuant to the Plan to provide an incentive to the Grantee to focus on the long-term growth of the Company and its subsidiaries. D. To the extent not specifically defined herein, all capitalized terms used in this Award Agreement shall have the meaning set forth in the Plan. If there is any discrepancy between the Award Agreement and the Plan, the Plan will always govern. In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee agree as follows: 1.
RECITALS A. Borrower, the other Loan Parties, Agent and the Lenders (including the Lenders party hereto) are parties to that certain Credit Agreement, dated as of February 17, 2016 (as has been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which, among other things, the Lenders agreed, upon the terms and subject to the conditions set forth in the Credit Agreement, to make certain loans to Borrower. B. The failure of the Borrower to cause not less than 95% of the Term Loan Priority Collateral (measured exclusive of any proceeds of the Loans held in the Escrow Account) to become subject to a perfected, first priority Lien in favor of the Agent for the benefit of the Secured Parties (prior to all other Liens other than Liens permitted pursuant to Section 7.01 of the Credit Agreement) on or prior to August 31, 2016 constitutes an Event of Default under Section 6.12(f) of the Credit Agreement (the “Anticipated Event of Default”). C. Borrower has requested that Agent and the Lender Parties temporarily waive during the Temporary Limited Waiver Period (as defined below) the Anticipated Event of Default. D. Borrower previously disclosed to the Agent and the Lenders that it has failed to make the interest payment that was due and payable on August 15, 2016 with respect to the Borrower’s 2019 Senior Notes, such 2019 Senior Notes having an aggregate principal amount of more than $15,000,000 (the “Specified Default”). E. In addition, in accordance with and pursuant to that certain Memorandum of Agreement dated May 26, 2016 between Basic Energy Services, LP, a Guarantor (the “Seller”) and the Texas Department of Transportation (the “State”), the Seller desires to execute a deed in favor of the State for a 0.513 acre tract of land situated in Xxxxxx County, Texas and more particularly described on Exhibit A hereto (the “Asset Sale”). In connection with the Asset Sale, the Borrower has requested the Agent to execute and deliver the Partial Release of Lien attached hereto as Exhibit B (the “Lien Release”). F. Upon the terms and subject to the conditions set forth in this Agreement, the Lenders party hereto, which constitute Required Lenders as of the Effective Date (a) have agreed, except as expressly set forth herein, to temporarily waive the Anticipated Event of Default during the Temporary Limited Waiver Period and (b) are willing to consent to each of the Asset Sale and the Lien Release on the terms and conditions set...
RECITALS A. The Board of Directors of the Company (the “Board”) maintains the IXYS Corporation 2013 Equity Incentive Plan as an incentive to attract, retain and motivate highly qualified individuals. B. The Board has delegated its authority to administer the Plan to the Compensation Committee of the Board, or its delegate (the “Committee”). C. The Committee has approved the granting of Restricted Stock Units to the Grantee pursuant to the Plan to provide an incentive to the Grantee to focus on the long-term growth of the Company and its subsidiaries. D. To the extent not specifically defined herein, all capitalized terms used in this Award Agreement shall have the meaning set forth in the Plan. If there is any discrepancy between the Award Agreement and the Plan, the Plan will always govern. In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee agree as follows: 1.
RECITALS A. The Buyer, the Merger Sub and the Company intend to effectuate a merger (the “Merger”) of the Merger Sub with and into the Company in accordance with this Agreement and the General Corporation Law of the State of Delaware (the “DGCL”), with the Company to be the surviving corporation of the Merger. B. The Company Board has unanimously (i) determined that the Merger is fair to and in the best interests of, the Stockholders, (ii) adopted and approved this Agreement, the Merger and the other Transactions, and (iii) resolved to recommend that the Stockholders adopt and approve this Agreement, the Merger and the other Transactions. C. The respective boards of directors of each of the Buyer and the Merger Sub have determined that the Merger is in the best interests of their respective corporations and stockholders, and have adopted and approved this Agreement, the Merger and the other Transactions. D. To induce Buyer and Merger Sub to enter into this Agreement, certain key management members have executed and delivered a Non-Competition Agreement and/or offer letters with Buyer, and the Key Stockholders have executed and delivered a Stockholder Agreement containing non-solicitation and non-hire restrictions with respect to certain key management members.
RECITALS A. As a result of its purchase from Seller of Seller's portable products division, Buyer is now engaged in the marketing, manufacture and sale of welders, pressure washers, Consumer Portable Generators and other similar portable equipment. For the purpose of this Agreement "Consumer Portable Generators" are defined as; air-cooled generators currently of the type in production at the portable products division at time of signing the Agreement. B. Seller is engaged in the business of manufacturing its GN series single cylinder engines, in particular, models GN-100, XX-000, XX-000 xxx GN-410 which are suitable for powering such equipment (the "Engines"). C. In connection with Buyer's purchase of Seller's portable products division, Buyer desires that Seller manufacture the Engines requested by Buyer from time to time according to Seller's established specifications for the Engines (the "Specifications") and Seller has adequate facilities, expertise and personnel to manufacture the Engines according to the Specifications. D. Buyer desires to purchase the Engines from Seller, and Seller desires to manufacture and sell the Engines to Buyer on the terms and subject to the conditions set forth below. AGREEMENTS In consideration of the above recitals and the mutual covenants and valuable consideration contained herein, the parties agree as follows: 1.
RECITALS A. The Credit Parties desire that Borrower obtain the Term Loans described herein from the Lenders and the Lenders are willing to provide the Term Loans all in accordance with and subject to the terms and conditions of this Agreement. B. Capitalized terms used herein shall have the meanings assigned to them in Schedule A and, for purposes of this Agreement and the other Loan Documents, the rules of construction set forth in Schedule A shall govern. All schedules, attachments, addenda and exhibits hereto, or expressly identified to this Agreement, are incorporated herein by reference, and taken together with this Agreement, constitute but a single agreement. AGREEMENT
RECITALS A. The parties intend concurrently to effect a merger of Neptune Sub into PacifiCare (the "PacifiCare Merger") and a merger of Company Sub into Company (the "Company Merger"), each such merger to be carried out in accordance with this Agreement and the laws of the State of Delaware (the "Mergers"), such that PacifiCare and Company become wholly-owned subsidiaries of Holding and the shareholders of PacifiCare and Company become shareholders of Holding. After the Closing, Holding will act as a holding company for PacifiCare and the Company. B. This Agreement has been approved by the respective Boards of Directors of Holding, PacifiCare, Neptune Sub, Company and Company Sub. C. For United States federal income tax purposes, it is intended that the transactions contemplated by this Agreement qualify as transfers subject to Section 351(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code") and that the shareholders of the Company be treated as if they transferred their stock in Company to Holding in exchange for the Company merger consideration and that the shareholders of PacifiCare be treated as if they transferred their stock in PacifiCare to Holding in exchange for the PacifiCare merger consideration. D. On August 4, 1996 PacifiCare had issued and outstanding approximately 12,370,758 shares of Class A Common Stock, $0.01 par value ("PacifiCare Class A Common Stock") and 18,812,799 shares of Class B Common Stock, $0.01 par value ("PacifiCare Class B Common Stock"). On August 4, 1996 the Company had issued and outstanding approximately 40,806,165 shares of Common Stock, $0.05 par value ("Company Common Stock") and approximately 21,030,345 shares of Series A Cumulative Convertible Preferred Stock, $0.05 par value ("Company Series A Preferred Stock"). E. Contemporaneously with the execution and delivery of the Original Agreement, certain stockholders of PacifiCare and of the Company executed Voting and Non-Disposition Agreements. AGREEMENT Holding, PacifiCare, Neptune Sub, the Company, and Company Sub hereby agree as follows: ARTICLE 1
RECITALS A. The Borrowers, the Agent and the Lenders are parties to an Amended and Restated Loan Agreement dated as of February 27, 2004, as amended by a First Amendment to Amended and Restated Loan Agreement dated as of June 18, 2004 (the "Loan Agreement"). B. The Borrowers desire to amend the Loan Agreement, and the Agent and the Lenders are willing to do so in accordance with the terms hereof.
