Company Support Agreements. On or before the earlier to occur of # one day prior to the date the Registration Statement is filed with the SEC or # , the Company shall deliver to BRPA the Support Agreements, pursuant to which each of the Supporting Stockholders party thereto has agreed to, among other things, vote all of the shares of Company Stock beneficially owned by such Supporting Stockholder in favor of the Merger and the other Transactions including the conversion of the Supporting Stockholder’s Company Preferred Stock, if any, contemplated by [Section 1.3(a)] (which vote may be accomplished by executing a written consent) (all of the Supporting Stockholders that are party to the Support Agreements delivered in accordance with this [Section 5.23], the “Requisite Stockholders”). The affirmative vote of the Requisite Stockholders to approve and adopt this Agreement and to approve the Transactions will be sufficient to obtain the Company Stockholder Approval.
Except as set forth in [Section 4.13(b)] of the Company Disclosure Schedule, each Material Contract is in full force and effect and is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary thereof, as the case may be, and, to the Knowledge of the Company, of the other party or parties thereto in accordance with its terms, except as enforceability may be limited by applicable Equitable Principles. None of the Company or a Subsidiary thereof, as the case may be, or, to the Knowledge of the Company, any other party or parties thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute or result in a breach or an event of default, in any material respect, by the Company or any of its Subsidiaries under any Material Contract, or, to the Knowledge of the Company, by the other party or parties thereto. No party to any Material Contract has given the Company written notice of its intention to cancel, terminate, materially change the scope of its rights under or fail to renew any Material Contract. Except as set forth in [Section 4.13(b)] of the Disclosure Schedule, the Company has made available to Purchaser complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder).
The Company hereby represents and warrants to the MHR Entities that, contingent upon the execution and delivery of this Agreement by the MHR Entities, the Board has taken all action necessary to render inapplicable the restrictions on “business combinations” set forth in DGCL 203 solely in connection with the MHR Entities and their respective affiliates and associates becoming, whether in a single transaction or multiple transactions from time to time until the end of the Standstill Period, the owner of up to an aggregate of 19.99% of the voting power of the then issued and outstanding shares of Voting Stock of the Company (the “Waiver”). However, in the event that the MHR Entities and their respective affiliates and associates become the owner of an aggregate of 20% or more of the voting power of the then issued and outstanding shares of Voting Stock of the Company during the Standstill Period, then from and after that date (the “Excess Date”), notwithstanding the Waiver, DGCL 203 shall apply as described in [Section 2.b]. hereof as if the MHR Entities owned 15% or more of the voting power of the then issued and outstanding shares of Voting Stock of the Company commencing on the Excess Date and there were no Waiver in effect from and after the Excess Date. Notwithstanding the foregoing, any transactions or other events, if any, that occurred during the period when the Waiver was in effect shall not be deemed to have violated or triggered the applicability of DGCL 203 prior to the Excess Date.
Agreements of the Company. For so long as the Observer Designation Condition is satisfied, the Company agrees that:
Limited Liability Company Agreements. Crestwood shall have delivered to CEGPS # an executed counterpart of the Newco LLC Agreement, signed by Crestwood, and # an executed counterpart of the Amended and Restated LLC Agreement of Newco Service Company in the form to be attached to the Newco LLC Agreement, signed by Crestwood.
Termination of Company Stockholder Agreements. Prior to the Closing, the Company shall terminate each Company Stockholder Agreement.
Certain Agreements of the Company. The Company hereby covenants and agrees as follows:
Agreements. Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.
Agreements. Except for Permitted Encumbrances, neither nor any Party is party to any agreement or instrument (including any Major Contract), or subject to any restriction, which could reasonably be expected to materially adversely affect or the Property, or ’s business, properties or assets, operations or condition, financial or otherwise. has not entered into any Major Contract other than those disclosed to in writing prior to the Closing Date. has delivered to true, correct and complete copies of all Major Contracts. Each of the Major Contracts is in full force and effect. Neither nor any Party, nor (to ’s knowledge, any prior owner of the Property) is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Major Contract or any other agreement or instrument to which it is a party or by which or the Property are bound. has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which is a party or by which or the Property is otherwise bound, other than # obligations incurred in the ordinary course of the operation of the Property as permitted pursuant to [Section 5.1] hereof, and # obligations under the Loan Documents. The Loan Documents contain provisions that render the rights and remedies of adequate for the practical realization against the Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure.
6.01Sale of Shares; Registration. The Parties hereto acknowledge and agree that the shares of SRSG Common Stock to be issued pursuant to [Section 2.05] will not be registered under the Securities Act and therefore shall constitute “restricted securities” within the meaning of the Securities Act and therefore may not be resold or otherwise transferred unless a valid registration statement relating thereto is in effect or an exemption from such requirement is available. The certificates representing the shares of SRSG Common Stock shall bear appropriate legends to identify such privately placed shares as being restricted under the Securities Act, to comply with applicable state securities laws and, if applicable, to notice the restrictions on transfer of such shares. No shares are entitled to registration rights on the basis of this Agreement.
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