Subject Company Equity Interests. An instrument of transfer in the form attached as Exhibit A hereto duly and validly executed by the registered holder of the Subject Company Equity Interests, sufficient to vest in good and valid title to such Subject Company Equity Interests, or other evidence as is customary under the Applicable Law governing the corporate aspects of such Subject Company that good and valid title in the Subject Company Equity Interests of such Subject Company has been lawfully transferred to .
Protecting the Company’s Confidential Information. You understand that in the course of your employment, you received the Company’s Confidential Information (as defined below). You agree:
Agreement With Company. At the time of an Award to a Participant under the Plan, the Committee may require a Participant to enter into an agreement with the Company (the "Agreement") in a form specified by the Committee, agreeing to the terms and conditions of the Plan and to such additional terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole discretion, prescribe.
AND WHEREAS the Corporation considers the establishment and maintenance of a stable work environment to be essential to protecting and enhancing the best interests of the Corporation and its shareholders;
The Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements in appropriate form are filed in the applicable filing offices under the applicable UCC, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such portion of such Collateral in which a security interest may be perfected by the filing of a financing statement under the applicable UCC, in each case prior in right to any other Lien, other than, subject to the Intercreditor Agreement, Permitted Liens.
Equity Interests. As of the date hereof or as of the date of the most recent Compliance Certificate, the Equity Interests required to be pledged hereunder by each Grantor that owns any Equity Interests (excluding pledges of interests in Equity Interests solely permitted as a result of [[Sections 9-406, 9-407, 9-408 or 9-409]9]9]9]9]9]9]9]]9]9]9] of the UCC) consist of the number and type of shares of capital stock (in the case of issuers that are corporations) or the percentage and type of other Equity Interests (in the case of issuers other than corporations) described opposite such Grantor’s name in [Annex A].
Purchased Interests. Subject to the terms and conditions hereof, at the Closing (defined below), Emmis shall sell and assign and Sinclair shall purchase and acquire the Purchased Interests free and clear of any and all liens, mortgages, pledges, security interests, claims, encumbrances or any interests of any third party (collectively, “Liens”).
To the extent Reinstated under the Plan, distributions on account of Intercompany Interests are not being received by holders of such Intercompany Interests on account of their Intercompany Interests but for the purposes of administrative convenience, for the ultimate benefit of the holders of Reorganized Holdco Interests, and in exchange for the Debtors and Reorganized Debtors agreement under the Plan to make certain distributions to the holders of Allowed Claims. For the avoidance of doubt, any Interest in non-Debtor subsidiaries owned by a Debtor shall continue to be owned by the applicable Reorganized Debtor.
Seller agrees to convey and sell the Membership Interests to Purchaser, and Purchaser agrees to purchase and accept such Membership Interests, in accordance with the terms and subject to the conditions hereof, such transactions to be effective as of the Closing Date.
The Board considers the avoidance of such loss and distraction to be essential to protecting and enhancing the best interests of the Company and its shareholders. The Board also believes that when a Change of Control is perceived as imminent, or is occurring, the Board should be able to receive and rely on disinterested service from employees regarding the best interests of the Company and its shareholders without concern that employees might be distracted or concerned by the personal uncertainties and risks created by the perception of an imminent or occurring Change of Control.
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