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Subscriber agrees that the Company and its affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. | investment purposes | Given the provision, provide with the correct label for the given provision |
None of them shall be required to refer to the Constituent Documents of any Borrower, or a Subscription Agreement or any Side Letter, or take any other action with respect to any other matter that might arise in connection with the Constituent Documents of any Borrower, a Subscription Agreement, a Side Letter or any Capital Call. | no duty | Given the provision, provide with the correct label for the given provision |
In the event that within eighteen (18) months following the consummation of a Change in Control, the Grantee’s employment is terminated in a Qualifying Termination, as such term is defined in the Executive Employment Agreement between the Company and Grantee, dated [●], 2019 (the “ Employment Agreement ”), Grantee’s unvested Restricted Stock Units shall immediately become vested and settled pursuant to Section 3, as of the effective date of such Qualifying Termination and assuming that the Target level of performance as provided on Exhibit A has been achieved. | change in control | Given the provision, provide with the correct label for the given provision |
The Borrower may, at any time and from time to time, designate as additional Issuing Banks one or more Revolving Lenders that agree to serve in such capacity as provided below; provided , that the aggregate LC Exposure shall not exceed $125,000,000. | addition of an issuing bank | Given the provision, provide with the correct label for the given provision |
A material adverse change occurs, or is substantially likely to occur, in Borrower's (or any guarantor's) business condition (financial or otherwise), operations, or properties, or the prospect of repayment of the Obligations (including Borrower's ability to repay the Obligations). | material adverse changes | Given the provision, provide with the correct label for the given provision |
All capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Note. | defined terms | Given the provision, provide with the correct label for the given provision |
The position will require travel to Employer’s headquarters in Bowie, Maryland. | travel | Given the provision, provide with the correct label for the given provision |
The Grantee must accept the Restricted Stock award within 90 days after notification that the award is available for acceptance and in accordance with the instructions provided by the Company. | grant of restricted stock | Given the provision, provide with the correct label for the given provision |
Such power of attorney and proxy is coupled with an interest, shall survive the dissolution, termination, reorganization or other incapacity of the Mortgagor and shall be irrevocable. | federal | Given the provision, provide with the correct label for the given provision |
The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing. | borrowing procedures | Given the provision, provide with the correct label for the given provision |
Without limiting other reasonable reasons for withholding consent, it shall be reasonable for Landlord to withhold, condition or delay Landlord’s consent to the extent that Tenant’s request (i) does not comply with laws (ii) affects the exterior appearance of the Building (iii) affects the structural integrity of the Building (iv) adversely affects the mechanical, electrical, plumbing, HVAC, roof, safety, security or vertical transportation systems of the Building (v) unreasonably interferes with Landlord’s ownership and use of the Building or any other occupant’s normal and customary operations in the Building. | no release | Given the provision, provide with the correct label for the given provision |
As soon as practicable after the exercise of this Warrant, in whole or in part, in accordance with Section 2(a) hereof (and in no event later than two (2) Trading Days following the delivery of the Notice of Exercise), the Company, at its expense, shall cause to be issued in the name of and delivered to the Holder: (i) a certificate or certificates for (or, if applicable, by delivery through the facilities of the Depository Trust Company in electronic form of) the number of fully paid and non-assessable Warrant Shares to which the Holder shall be entitled upon such exercise and, if applicable, (ii) a new warrant of like tenor to purchase all of the Warrant Shares that may be purchased pursuant to the portion, if any, of this Warrant not exercised by the Holder. | issuance of certificates | Given the provision, provide with the correct label for the given provision |
Without limitation of Article 3(d) hereof, if Purchaser imposes increased costs or converts all outstanding Transactions to the Alternative Rate pursuant to Article 6 and provided no Event of Default has occurred and is continuing, Seller may within five (5) Business Days after Purchaser’s notice of the related imposition or conversion elect, by written notice to Purchaser, to terminate all of the Transactions and repurchase all of the Purchased Assets pursuant to and in accordance with Article 3(d) , such termination and repurchase to take place within six (6) months after Purchaser’s notice of such imposition or conversion. | early termination | Given the provision, provide with the correct label for the given provision |
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided the foregoing does not apply to notices to any Lender pursuant to Section 2.2 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such section by electronic communication. | electronic communications | Given the provision, provide with the correct label for the given provision |
If the Corporation elects to pay a portion of the Settlement Amount (as defined in the Articles Supplementary) in cash, the Partnership shall deliver to the General Partner an amount of cash equal to the portion of the Settlement Amount that constitutes the Cash Settlement (as defined in the Articles Supplementary) of such conversion. | conversions | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything to the contrary contained herein, Indemnitor hereby agrees to postpone the exercise of any rights of subrogation with respect to any collateral securing the Loan until the Loan shall have been paid in full. | waivers | Given the provision, provide with the correct label for the given provision |
Time shall be of the essence hereof. | times | Given the provision, provide with the correct label for the given provision |
Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York. | organization of buyers | Given the provision, provide with the correct label for the given provision |
In the case of a dispute as to the determination of the Closing Bid Price, the Closing Sale Price or the Weighted Average Price or the arithmetic calculation of the Conversion Rate, the Conversion Price or any Redemption Price, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within one (1) Business Day of receipt of the Conversion Notice or Redemption Notice or other event giving rise to such dispute, as the case may be, to the Holder. | dispute resolutions | Given the provision, provide with the correct label for the given provision |
In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Lender (and each of its Affiliates) is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of such rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or specific) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of the Borrower to the Lenders hereunder, under the Loans and Notes, under the other Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. | set-offs | Given the provision, provide with the correct label for the given provision |
Executive further acknowledges and agrees that, should Executive fail to comply with Executive’s obligations under this Separation Agreement (including any continuing obligations under the Employment Agreement), the Company has no obligation to continue to provide the benefits contemplated under paragraph 1 of this Separation Agreement and Executive’s release shall remain valid and enforceable. | continuing obligations | Given the provision, provide with the correct label for the given provision |
The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. | intellectual property | Given the provision, provide with the correct label for the given provision |
Additionally, if the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit. | certain credit support events | Given the provision, provide with the correct label for the given provision |
The agreements in this Section 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. | tax indemnification by the lenders | Given the provision, provide with the correct label for the given provision |
Lender shall have the right from time to time during normal business hours upon reasonable notice (which may be given verbally) to Borrower to examine such books and records at the office of Borrower, Senior Borrower or other Person maintaining such books and records and to make such copies or extracts thereof as Lender shall desire. | generally | Given the provision, provide with the correct label for the given provision |
The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2 . | interest rate options | Given the provision, provide with the correct label for the given provision |
THAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS RESULTING FROM THE ISSUING LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. | provided | Given the provision, provide with the correct label for the given provision |
All benefits under this option shall constitute special incentives and shall not affect the level of benefits provided to or received by the Participant (or the Participant's estate or beneficiaries) as part of any employee benefit plan of the Corporation or an Affiliate. | effect on other plans | Given the provision, provide with the correct label for the given provision |
For clarity, when this Agreement states that an Executive is “deemed Vested,” such does not alter the Years of Service Reduction or the Early Retirement Reduction, and is only intended to confirm that the Executive is eligible for the benefit hereunder. | retirement benefits | Given the provision, provide with the correct label for the given provision |
During the term of this Agreement, the Base Salary shall be reviewed at least annually by the Board or by a committee designated by the Board, and the Employer may increase, but not decrease (except for a decrease that is generally applicable to all employees) Executive’s Base Salary. | base salary | Given the provision, provide with the correct label for the given provision |
Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent or its designee may at any time and from time to time employ and maintain on the premises of any Loan Party a custodian selected by the Collateral Agent or its designee who shall have full authority to do all acts necessary to protect the Agents' and the Lenders' interests. | collateral custodian | Given the provision, provide with the correct label for the given provision |
For the avoidance of doubt, (a) so long as no Dominion Trigger Period is in effect, the Borrowers shall retain any proceeds received from the resolution of a Commercial Tort Claim and (b) Agent shall release any Lien granted in favor of Agent with respect to a Commercial Tort Claim upon receipt of evidence that such claim has been extinguished. | commercial tort claims | Given the provision, provide with the correct label for the given provision |
A signature affixed to a counterpart of this Agreement and delivered by facsimile or other electronic transmission by any party is intended to be its, his or her signature and shall be valid, binding and enforceable against such party. | counterparts | Given the provision, provide with the correct label for the given provision |
The indemnifying party shall be obligated to defend at the indemnifying party’s sole expense any litigation or other administrative or adversarial proceeding against the indemnified party relating to any Claim for which the indemnifying party has agreed to indemnify and hold the indemnified party harmless under this Agreement. | notices | Given the provision, provide with the correct label for the given provision |
The interest rate per annum payable, in cash or PIK, in respect of such New Third Lien Notes shall be determined, but any cash interest payments shall not exceed the amount available under the Permitted Payments basket described above. | interests | Given the provision, provide with the correct label for the given provision |
After the Final Space Plan has been approved by Landlord Tenant shall supply the Engineers with a complete listing of standard and non-standard equipment and specifications, including, without limitation, Title 24 calculations, electrical requirements and special electrical receptacle requirements for the Remaining Premises, to enable the Engineers and the Architect to complete the "Final Working Drawings" (as that term is defined below) in the manner as set forth below. | final working drawings | Given the provision, provide with the correct label for the given provision |
Any successor to the Company (whether direct or indirect and whether by purchase, license, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets (including, if warranted under the circumstances, a subsidiary or parent of such successor) shall assume the Company’s obligations under this Plan and agree expressly to perform the Company’s obligations under this Plan in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. | company’s successors | Given the provision, provide with the correct label for the given provision |
Any loan made pursuant to this Section 12 shall be evidenced by a loan agreement, promissory note or other instrument in such form and which shall contain such terms and conditions (including without limitation, provisions for interest, payment, schedules, collateral, forgiveness, acceleration of such loans or parts thereof or acceleration in the event of termination) as the Committee shall prescribe from time to time. | loans | Given the provision, provide with the correct label for the given provision |
The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Article, Section, Schedule and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified. | miscellaneous | Given the provision, provide with the correct label for the given provision |
This Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. | miscellaneous | Given the provision, provide with the correct label for the given provision |
The waiver by any Party of a breach of any provision of this Agreement will neither operate nor be construed as a waiver of any subsequent breach. | waiver of breach | Given the provision, provide with the correct label for the given provision |
Partial exercises of this Option resulting in purchases of a portion of the total number of Option Shares available hereunder shall have the effect of lowering the outstanding number of Option Shares purchasable hereunder in an amount equal to the applicable number of Option Shares purchased. | exercise of options | Given the provision, provide with the correct label for the given provision |
Section 47-19 or any successor statute thereof. | notice of leases | Given the provision, provide with the correct label for the given provision |
Each Party will bear all expenses of its representatives relative to their participation both on the Committee, and in the meetings of the Committee. | meetings | Given the provision, provide with the correct label for the given provision |
If any of the Initial Bridge Loans have not been previously repaid in full on or prior to the Initial Bridge Loan Maturity Date, such Initial Bridge Loans shall automatically be extended into senior unsecured term loans (the “ Extended Term Loans ”) due on the date that is eight years after the Closing Date (the “ Extended Maturity Date ”), having the terms set forth on Annex C-I hereto. | security | Given the provision, provide with the correct label for the given provision |
In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in Subsection 5(c)(i) , then, in each such case for the purpose of this Subsection 5(d) , the holders of the Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. | other distributions | Given the provision, provide with the correct label for the given provision |
Each Local Borrowing Subsidiary hereby irrevocably and unconditionally waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of the place of residence or domicile of such Local Borrowing Subsidiary. | submission to jurisdiction | Given the provision, provide with the correct label for the given provision |
Context:
Exhibit 10.7 CONSULTING AGREEMENT THIS AGREEMENT made this 30th day of April (the "Effective Date") between Slinger Bag Inc., a Nevada company (the "Company") and Aitan Zacharin, an individual residing in Bet Shemesh, Israel (the "Consultant") A. The Company is engaging Consultant as a consultant in respect of investor relations, corporate structure, public relations and commercial development. B. The Company and the Consultant wish to formally record the terms and conditions of such engagement. C. Each of the Company and the Consultant has agreed to the terms and conditions set forth in this Agreement, as evidenced by their respective execution hereof. NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE 1 CONTRACT FOR SERVICES 1.1 Engagement of Consultant. The Company hereby agrees to engage the Consultant in accordance with the terms and provisions hereof. (a) Term. Unless terminated earlier in accordance with the provisions hereof, this Agreement will commence on the Effective Date and will continue for a period of three (3) years therefrom (the "Term"). (b) Service. The Consultant agrees to faithfully, honestly and diligently serve the Company and to devote the time, attention efforts to further the business interests of the Company and utilize his professional skills and care during the Term. 1.2 Duties : The Consultant's services hereunder will be provided on the basis of the following terms and conditions: (a) The Consultant will report directly to the chief executive officer and/or other officers of the Company; (b) The Consultant will be responsible for advising on and facilitating the Company's investor relations, corporate structure and governance, public relations and commercial development activities and supervising, liaising and instructing outside service providers, in each case, subject to any applicable law and to instructions provided by the officers of the Company from time to time.
2 (c) The Consultant will faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Company, acting reasonably, and the Consultant will provide any other services not specifically mentioned herein, but which by reason of the Consultant's capability, the Consultant knows or ought to know to be necessary to ensure that the best interests of the Company are maintained. (d) The Consultant will assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the Company. (e) The Consultant will report the results of his duties hereunder to the Company as it may request from time to time. Article 2 COMPENSATION 2.1 Remuneration. (a) The Consultant's monthly base consulting fee shall be three thousand two hundred fifty United States dollars ($3,250 (together with any increases thereto as hereinafter provided, the "Base Consulting Fee") through 19 August 2020. Commencing on 20 August 2020, Consultant's Base Consulting Fee shall be increased to $8,500 per calendar month. The Base Consulting Fee shall be payable in accordance with the Company's normal payroll procedures in effect from time to time. All subsequent monthly payments of Base Consulting Fee shall be paid within the first five days of the following calendar month. The Base Consulting Fee may be increased by the Board from time to time during the Term, but shall be reviewed by the Board at least annually (b) The Company shall also issue Consultant as soon as reasonably practicable warrants to purchase 1,250,000 shares of common stock in the form attached hereto as Annex A. The Company agrees to bear all costs and fees to be charged by the Company's transfer agent in respect of such shares. (c) The Consultant shall be eligible to participate in benefit plans currently and hereafter maintained by the Company of general applicability to other consultants of the Company. Subject to the following sentence, the Consultant will be entitled to receive up to a one-time bonus of 1,500,000 shares of common stock of the Company promptly after the value of the Company's outstanding stock equals $100 million dollars. (d) In addition to the foregoing, the Company will grant the Consultant additional compensation in the form of cash or shares in cases of extraordinary contribution by him to the benefit of the Company as the Board of Directors of the Company will decide.
3
2.2 Incentive Plans. The Consultant will be entitled to participate in any bonus plan or incentive compensation plans (including, without limitation, equity or option plans) for consultants or outside service-providers adopted by the Company. The Consultant's bonus payment level will be set at a minimum of 25% of the annual gross Base Consulting Fee. It is agreed that any such plans will be retroactive to the Effective Date.
2.3 Expenses. The Consultant will be reimbursed by the Company for all reasonable business expenses incurred by the Consultant in connection with his duties. This includes, but is not limited to, payments of expenses incurred when traveling abroad and others. In this connection, the Consultant will be issued, as soon as practicable, a Company credit card that the Consultant will use to pay for any and all expenses that pertain to the Company.
ARTICLE 3 CONFIDENTIALITY AND NON-COMPETITION 3.1 Maintenance of Confidential Information. (a) The Consultant acknowledges that, in the course of performing his obligations hereunder, the Consultant will, either directly or indirectly, have access to and be entrusted with confidential information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the "Confidential Information"). (b) The Consultant acknowledges that the Company's Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly, the Consultant covenants and agrees that, as long as he works for the Company, the Consultant will keep in strict confidence the Company's Confidential Information and will not, without prior written consent of the Company, disclose, use or otherwise disseminate the Company's Confidential Information, directly or indirectly, to any third party. (c) The Consultant agrees that, upon termination of his services for the Company, he will immediately surrender to the Company all Company Confidential Information then in his possession or under his control. 3.2 Exceptions. The general prohibition contained in Section 4.1 against the unauthorized disclosure, use or dissemination of the Company's Confidential Information will not apply in respect of any Company Confidential Information that: (a) is available to the public generally; (b) becomes part of the public domain through no fault of the Consultant; (c) is already in the lawful possession of the Consultant at the time of receipt of the Company's Confidential Information; or (d) is compelled by applicable law or regulation to be disclosed, provided that the Consultant gives the Company prompt written notice of such requirement prior to such disclosure and provides commercially reasonable assistance at the request and expense of the Company, in obtaining an order protecting the Company's Confidential Information from public disclosure.
4 ARTICLE 4 TERMINATION 4.1 Termination of Engagement. The Consultant's engagement may be terminated only as follows: (a) Termination by the Company (i) For Cause. The Company may terminate the Consultant's engagement for Cause. (ii) Without Cause. The Company may terminate Consultant's engagement at any time by giving Consultant 60 days prior written Notice of the termination. In such case, 100% of the Consultant's unvested stock and, if applicable, option or warrant compensation of any nature will vest without any further action required on the part of the Consultant or the Company and the Company will deliver to the order of the Consultant promptly upon receipt of a written demand of the Consultant such shares of common stock or options at its sole expense as become due to Consultant hereunder. The Consultant's right to receive compensation whether in cash or securities shall survive any termination of this Agreement Without Cause. (b) Termination by the Consultant (i) For Good Reason. The Consultant may terminate the Consultant's engagement with the Company for Good Reason. (ii) Without Good Reason. The Consultant may voluntarily terminate the Consultant's engagement with the Company at any time by giving the Company 120 days prior written Notice of the termination. (c) Termination Upon Death or Disability (i) Death. The Consultant's engagement shall terminate upon the Consultant's death. (ii) Disability. The Company may terminate the Consultant's engagement upon the Consultant's Disability. (d) For the purpose of this Article 3, "Cause" means: (i) Breach of Agreement. Consultant's material breach of Consultant's obligations of this Agreement, not cured after 30 days' Notice from the Company.
5 (ii) Gross Negligence. Consultant's gross negligence in the performance of Consultant's duties. (iii) Crimes and Dishonesty. Consultant's conviction of or plea guilty to any crime involving, dishonesty, fraud or moral turpitude. (iv) In the event of termination of this agreement for Cause, the Company may terminate the Consultant's engagement after 30 days' Notice. (e) For the purpose of this Article 5, "Good Reason" means: (i) Breach of Agreement. The Company's material breach of this Agreement, which breach has not been cured by the Company within 30 days after receipt of written notice specifying, in reasonable detail, the nature of such breach or failure from Consultant. (ii) Non Payment. The failure of the Company to pay any amount due to Consultant hereunder, which failure persists for 30 days after written notice of such failure has been received by the Company. (iii) Change of Responsibilities/Compensation. Any material reduction in Consultant's title or a material reduction in Consultant's duties or responsibilities or any material adverse change in Consultant's Base Consulting Fee or any material adverse change in Consultant's benefits. (f) It is agreed that in the event of termination of this agreement if the Company decides that the Consultant's services are not needed during the termination period, the Company will continue to be responsible for paying cash and equity compensation as defined in Article 2 of this Agreement for the entire termination period. Neither the Company, nor the Consultant will be entitled to any notice or payment in excess of that specified in this Article 5. (g) Upon the termination (whether for cause, disability, death, without cause, or by way of change of control), the Company shall pay to Consultant on the date required under applicable law: (i) any accrued but unpaid Base Consulting Fee for services rendered as of the date of termination, (ii) (if applicable) any accrued but unpaid vacation pay, and (iii) the business expenses reasonably incurred by the Consultant up to the date of termination or resignation and properly reimbursable, in each case less any applicable deductions or withholdings required by law. Section 4.2 Termination for Cause, Disability or Death (a) In the event that this Agreement and the Consultant's engagement with the Company is terminated for Cause, the Company shall provide the Consultant written notice thereof and Consultant or Consultants surviving next of kin shall be entitled only to the amounts specified in Section 3.1. plus all vested common shares and, if applicable options and warrants.
6 (b) In the event of the Consultants service terminates by reason of the Consultants disability or death, the accrued salary may be paid, and options and warrants may be exercised by the by the Consultant or the Consultant's legal representatives, executors or assigns, as the case may be, for a period of one (1) year from the date of death or disability. Section 4.3 Termination without Cause In the event this Agreement and the Consultant's engagement with the Company is terminated by the Company without Cause (other than for death or Disability or in connection with a change of control), then in addition to the amounts specified in Section 4.1 and subject to the Consultant's execution and non-revocation of a separation agreement containing a general release and waiver of liability against the Company and anyone connected with it in form acceptable to the Company, the Consultant shall be entitled to receive, and the Company shall pay the Consultant, two (2) years Base Consulting Fee (less statutory deductions and withholdings) in a single lump sum, paid in full within 30 days of termination. Further, Consultant shall be entitled to all vested common shares and, if applicable, options and warrants with vesting continuing for 12 months following termination as applicable. ARTICLE 5 MUTUAL REPRESENTATIONS 5.1 The Consultant represents and warrants to the Company that the execution and delivery of this Agreement and the fulfilment of the terms hereof (a) will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound; and (b) do not require the consent of any person or entity. 5.2 The Company represents and warrants to the Consultant that this Agreement has been duly authorized, executed and delivered by the Company and that the fulfilment of the terms hereof (a) will not constitute a default under or conflict with any agreement of other instrument to which it is a party or by which it is bound; and (b) do not require the consent of any person of entity. 5.3 Each party hereto warrants and represents to the other that this Agreement constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless if enforcement is sought in proceeding in equity or at law).
7 ARTICLE 6 NOTICES 6.1 Notices. All notices required or allowed to be given under this Agreement must be made either personally by delivery to or by facsimile transmission to the address as hereinafter set forth or to such other address as may be designated from time to time by such party in writing: (a) in the case of the Company, to: Slinger Bag Inc. To be provided under separate cover within three days after the date hereof; in the event that Consultant does not receive notice of address within such period, then Consultant shall be entitled to send any notice to any email address of the Company known to Consultant and the sending of any such notice shall constitute receipt of notice whether the Company receives such notice or not. (b) and in the case of the Consultant, to the Consultant's last residence address known to the Company or aitan@gcanrx.com. 6.2 Change of Address. Any party may, from time to time, change its address for service hereunder by written notice to the other party in the manner aforesaid. ARTICLE 7 GENERAL 7.1 Further Assurances. Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby. 7.2 Waiver. No provision hereof will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is made in writing and signed by the party to be charged with such waiver or consent. A waiver by a party of any provision of this Agreement will not be construed as a waiver of a further breach of the same provision. 7.3 Amendments in Writing. No amendment, modification or rescission of this Agreement will be effective unless set forth in writing and signed by the parties hereto.
8 7.4 Assignment. Except as herein expressly provided, the respective rights and obligations of the Consultant and the Company under this Agreement will not be assignable by either party without the written consent of the other party and will, subject to the foregoing, inure to the benefit of and be binding upon the Consultant and the Company and their permitted successors or assigns. Nothing herein expressed or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement. For the avoidance of doubt, it is agreed that in the event that the Company participates in a merger, acquisition, restructuring, reorganization or other transaction in which the Company is merged into, sold to or otherwise becomes part of or owned by another company or entity, this Agreement will remain in force and be binding on any such successor, surviving or acquiring company or entity. 7.5 The Company acknowledges and agrees that the Consultant may submit to the Company invoices from a company that employs him in lieu of invoices on his name. The Consultant confirms that any such invoice will replace his own invoice and he agrees that his fees will be paid by the Company to third parties provided that it is done as per his instructions to the Company. 7.6 Severability. In the event that any provision contained in this Agreement is declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, such provision will be deemed not to affect or impair the validity or enforceability of any other provision of this Agreement, which will continue to have full force and effect. 7.7 Headings. The headings in this Agreement are inserted for convenience of reference only and will not affect the construction or interpretation of this Agreement. 7.8 Number and Gender. Wherever the singular or masculine or neuter is used in this Agreement, the same will be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires. 7.9 Time. Time is of the essence in this Agreement. 7.10 Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of New York without reference to its conflicts of laws principles or the conflicts of laws principles of any other jurisdiction, and each of the parties hereto expressly attorns to the jurisdiction of the courts of the State of New York. The sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement will be the applicable New York state or federal court. 7.11 This Agreement (including all Annexes thereto) constitutes the entire agreement between the Parties with respect to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to this matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date and year first above written. Slinger Bag Inc. By: Title: Agreed and accepted: Aitan Zacharin
9 Annex A THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. WARRANT TO PURCHASE COMMON STOCK Company: Slinger Bag Inc. Holder: Aitan Zacharin Shares: 1,250,000 shares of the Company's common stock. Class of Stock: common shares of stock of the Company Exercise Price per share: par value Issue Date: 30 April 2020 Term: See Section 4.1 THIS WARRANT CERTIFIES THAT, for value received as consideration pursuant to that certain amended and restated service agreement dated 30 April 2020 (the "Service Agreement") and for other good and valuable consideration the sufficiency of which is hereby acknowledged, Holder is entitled to receive the Shares in the form of fully paid and nonassessable shares of the Company at the Exercise Price, all as set forth herein, subject to the provisions and upon the terms and conditions set forth in this Warrant. ARTICLE 1. EXERCISE. 1.1 Method of Exercise. Payment. (a) Cash Exercise. The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant (with the notice of exercise form attached hereto as Appendix 1 duly executed) at the principal office of the Company, and by the payment to the Company, by certified, cashier's or other check acceptable to the Company or by wire transfer to an account designated by the Company, of an amount equal to the aggregate Exercise Price of the Shares being purchased.
10 (b) Net Issue Exercise. In lieu of exercising this Warrant, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula: Y (A-B) X = ——————— A Where: X = the number of Shares to be issued to the Holder. Y = the number of the Shares being exercised on the date of determination. A = the fair market value of one Share on the date of determination. B = the per share Exercise Price (as adjusted to the date of such calculation). (c) Fair Market Value. For purposes of this Article 1, the per share fair market value of the Warrant Shares shall mean:
11 (i) If the Company's Common Stock is publicly traded, the per share fair market value of the Warrant Shares shall be the average of the closing prices of the Common Stock as quoted on the Over-the-Counter Bulletin Board, or the principal exchange on which the Common Stock is listed, in each case for the fifteen trading days ending five trading days prior to the date of determination of fair market value; (ii) If the Company's Common Stock is not so publicly traded, the per share fair market value of the Warrant Shares shall be such fair market value as is determined in good faith by the Board of Directors of the Company after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm's length. 1.2 Delivery of Certificate and New Warrant. Promptly after Holder first exercises this Warrant, the Company shall deliver to Holder certificates for or other evidence (reasonably acceptable to the Holder) of the Shares received and, if this Warrant has not been fully exercised and has not expired, a new Warrant representing the Shares not so received. 1.3 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. ARTICLE 2. ADJUSTMENTS TO THE SHARES. 2.1 Stock Dividends, Splits, Combinations, Etc. If the Company declares or pays a dividend on the Shares payable in Common Stock, or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increases the amount of stock into which the Shares are convertible, the number of shares purchasable hereunder shall be proportionately increased and the Exercise Price shall remain the same. If the outstanding shares of the Company are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 2.2 Reclassification, Exchange or Substitution, Etc. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or net exercise of this Warrant, Holder shall be entitled to receive, upon exercise or net exercise of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or net exercise of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or net exercise of this Warrant.
12 2.3 Merger or Consolidation. Upon any capital reorganization of the Company's capital stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2) or a merger or consolidation of the Company with or into another corporation, then as a part of such reorganization, merger or consolidation, provision shall be made so that the Holder shall thereafter be entitled to receive upon the exercise of this Warrant, the number and kind of securities and property of the Company, or of the successor corporation resulting from such reorganization, merger or consolidation, to which that Holder would have received for the Shares if this Warrant had been exercised immediately before such reorganization, merger or consolidation. 2.4 Fractional Shares. No fractional Shares shall be issuable upon exercise or net exercise of this Warrant and the number of Shares to be issued shall be rounded up to the nearest whole Share. ARTICLE 3. COVENANTS OF THE COMPANY. 3.1 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to effect any reclassification or recapitalization of any of its stock; or (c) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the Company shall give Holder: (1) at least three (3) days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of Common Stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) above; and (2) in the case of the matters referred to in (b) and (c) above at least three (3) days prior written notice of the date when the same will take place (and specifying the date on which the holders of Common Stock will be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event). 3.2 No Stockholder Rights or Liabilities. Except as provided in this Warrant, the Holder will not have any rights as a stockholder of the Company until the exercise of this Warrant. Absent an affirmative action by the Holder to purchase the Shares, the Holder shall not have any liability as a stockholder of the Company. 3.3 Closing of Books. The Company will at no time close its transfer books against the transfer of this Warrant or of any Shares issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. ARTICLE 4. MISCELLANEOUS. 4.1 Term. This Warrant is exercisable in whole or in part at any time and from time to time on or before the earlier of 5:00 pm GMT on the tenth (10th) anniversary of the Issue Date. 4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
13 4.3 Transfers. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). After compliance with all restrictions on transfer set forth in this Section 4.3, and within a reasonable time after the Company's receipt of an executed assignment agreement, the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. In the event of a partial transfer, the Company shall issue to the new holders one or more appropriate new warrants. 4.4 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such Holder from time to time. Effective upon receipt of the fully executed Warrant, all notices to the Holder shall be addressed as set forth on the signature page hereto until the Company receives notice of a change of address in connection with a transfer or otherwise. Notice to the Company shall be addressed as set forth on the signature page hereto until the Holder receives notice of a change in address. 4.5 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 4.6 Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. 4.7 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law. Please indicate your acceptance of these terms by countersigning where indicated below. Slinger Bag Inc. Name: Title: Agreed and accepted: Aitan Zacharin
14 Appendix 1 SLINGER BAG INC. EXERCISE NOTICE Reference is made to the Warrant Agreement dated 30 April 2020 between Slinger Bag Inc. (the "Company") and Aitan Zacharin (the "Warrant Agreement"). In accordance with and pursuant to the Warrant Agreement, the undersigned hereby elects to exercise the Warrant to purchase shares of common stock of the Company as set forth below. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Warrant Agreement. Date of Exercise: __________________________________________________ Number of shares of ordinary/common (or its equivalent) stock to be purchased:________________________________ Please issue shares of common stock in the following name and to the following address: Issue to: _________________________________________ Address: _________________________________________ Telephone Number: ________________________________ Email address: _________________________________ Holder: __________________________________________ By: Title:
Question:
Highlight the parts (if any) of this contract related to "Parties" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract | Slinger Bag Inc. | Given the context, answer the question that follows |
Should the Company propose to distribute its Common Stock or other equity securities through an Underwritten Offering, then the Holders shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company subject to the approval of the Holders, such approval not to be unreasonably withheld, conditioned or delayed. | underwritten offerings | Given the provision, provide with the correct label for the given provision |
Swingline Loans shall be comprised solely of Base Rate Loans, and may be repaid and reborrowed in accordance with the provisions hereof. | swingline loans | Given the provision, provide with the correct label for the given provision |
Subject to Section 2.4, your RSUs will vest and become nonforfeitable with respect to the applicable portion thereof according to the vesting schedule set forth in the Notice of Grant (the “ Vesting Schedule ”) as long as you have not had a Termination of Services prior to the vesting date for such portion. | vesting schedules | Given the provision, provide with the correct label for the given provision |
In the event a Director dies after commencement of the Supplemental Benefit payments but before completion of all such payments due and owing hereunder, the Bank shall pay to the Director’s Beneficiary a continuation of the monthly installments for the remainder of the Payout Period. | supplemental benefits | Given the provision, provide with the correct label for the given provision |
At the time the Purchaser was offered the Units, the Purchaser was also a Non-U.S. | purchaser status | Given the provision, provide with the correct label for the given provision |
The Placement Agents shall be the third party beneficiary of the representations and warranties of the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. | no third-party beneficiaries | Given the provision, provide with the correct label for the given provision |
Therefore, any legal presumptions that contractual ambiguities shall be construed against the drafter shall not apply. | mutual negotiations | Given the provision, provide with the correct label for the given provision |
If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered as set forth in a certificate provided by such Lender or the L/C Issuer, as applicable, pursuant to clause (c) below. | capital requirements | Given the provision, provide with the correct label for the given provision |
The Buyer acknowledges that the Shares have been offered to him in direct communication between him and Seller, and not through any advertisement of any kind. | no advertisements | Given the provision, provide with the correct label for the given provision |
Upon Executive’s termination of employment for any reason other than as set forth in Section 3(a) and Section 3(b), the Company shall not have any other or further obligations to Executive under this Agreement (including any financial obligations) except that Executive shall be entitled to receive (i) Executive’s fully earned but unpaid base salary, through the date of termination at the rate then in effect and (ii) all other amounts or benefits to which Executive is entitled under any compensation, retirement or benefit plan or practice of the Company at the time of termination in accordance with the terms of such plans or practices, including, without limitation, any continuation of benefits required by COBRA or applicable law. | other terminations | Given the provision, provide with the correct label for the given provision |
The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1(u) that may be due in connection with the transactions contemplated by the Transaction Documents. | certain fees | Given the provision, provide with the correct label for the given provision |
Each Borrower severally, and not jointly, and solely with respect to the Subcommitments allocated to it, agrees to pay (i) to the Administrative Agent for the account of each Multicurrency Lender a participation fee with respect to its participations in Letters of Credit issued on behalf of such Borrower, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Eurocurrency Loans made to such Borrower on the daily amount of such Lender’s LC Exposure with respect to such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements with respect to such Borrower) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Multicurrency Subcommitment terminates (including in connection with a reallocation in accordance with Section 2.07(g)) with respect to such Borrower and the date on which such Lender ceases to have any LC Exposure with respect to such Borrower, and (ii) to the Issuing Bank of such Borrower a fronting fee, which shall accrue at the rate of 0.25% per annum on the daily amount of the LC Exposure with respect to such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements with respect to such Borrower) during the period from and including the Effective Date to but excluding the later of the date of termination (including in connection with a reallocation in accordance with Section 2.07(g)) of the Multicurrency Subcommitments with respect to such Borrower and the date on which there ceases to be any LC Exposure with respect to such Borrower, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit on behalf of such Borrower or processing of drawings thereunder. | letter of credit fees | Given the provision, provide with the correct label for the given provision |
Executive may not assign or modify any of his rights or obligations in this Agreement without the express written consent of the Company. | assignments | Given the provision, provide with the correct label for the given provision |
The Discretionary Credit Account may not be distributed as a Short‑Term Payout or due to an Unforeseeable Financial Emergency. | general rules | Given the provision, provide with the correct label for the given provision |
An in-kind distribution is only available to the extent such investments are held in the Participant’s Account at the time of the distribution. | in-kind distributions | Given the provision, provide with the correct label for the given provision |
The term Base Salary, as utilized in this Agreement, shall refer to Base Salary as it may be increased. | base salary | Given the provision, provide with the correct label for the given provision |
The parties acknowledge that the foregoing restrictions, the duration and the territorial scope thereof as set forth in this Article V, are under all of the circumstances reasonable and necessary for the protection of the Company and its business. | reasonable restrictions | Given the provision, provide with the correct label for the given provision |
In the event that the Participant ceases to be an Eligible Participant for any reason other than those set forth in paragraphs (b) through (d) below before the Final Vesting Date (as defined in Schedule A ), the RSUs that have not previously vested shall be immediately forfeited to the Company. | termination of relationship with the company | Given the provision, provide with the correct label for the given provision |
The Manager shall deliver or shall cause to be delivered to the Members (and to the extent required under any applicable loan documents, to the lender or the parties thereto), within ninety (90) days after the expiration of each Fiscal Year, (i) audited financial statements for the Company and each Subsidiary on a consolidated basis (the “ Audited Financial Statements ”) for the immediately prior Fiscal Year, and (ii) any other items required by any lender with outstanding financing provided to the Company or any Subsidiary, and (y) thirty (30) days after the expiration of each Fiscal Year, an unaudited balance sheet, an unaudited statement of cash flows, an unaudited statement of the Members’ capital and Capital Accounts and an unaudited summary of all distributions of Cash Flow made to the Members during the immediately prior Fiscal Year, all of which shall be certified by the Manager as being, to the best of its knowledge, true and correct. | annual financial statements | Given the provision, provide with the correct label for the given provision |
This award is not an employment agreement, and nothing in this Award Agreement or the Plan shall (i) alter the Participant’s status as an “at-will” employee of the Company, subject to the terms of any applicable employment agreement, (ii) be construed as guaranteeing the Participant’s employment by the Company or as giving the Participant any right to continue in the employ of the Company during any period (including without limitation the period between the Date Of Grant and the applicable vesting date in accordance with Section 3) or (iii) be construed as giving the Participant any right to be reemployed by the Company following any termination of Employment. | no right to continued employment | Given the provision, provide with the correct label for the given provision |
The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, prior to the Closing, the Company shall have applied to list or quote all of the Shares and the Warrant Shares on such Trading Market and concurrently with the Closing, the Company shall have secured the listing of all of the Shares and the Warrant Shares on such Trading Market. | listing of common stock | Given the provision, provide with the correct label for the given provision |
Executive shall not hire any officer, director, executive or employee of the Company who is employed or otherwise engaged by the Company or has been employed or otherwise engaged by the Company during the previous 6 months, nor shall Executive solicit or attempt to solicit any such person to leave his or her employment or engagement with the Company. | non-hire | Given the provision, provide with the correct label for the given provision |
These notifications must be made within two business days of acquiring or disposing of any interest in Tupperware or any related corporation. | chief executive officer | Given the provision, provide with the correct label for the given provision |
Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement. | reimbursements | Given the provision, provide with the correct label for the given provision |
Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any information relating to Parent, any Borrower and any Subsidiary or their respective businesses furnished to it by or on behalf of Parent, any Borrower or any Subsidiary (other than information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender, such Issuing Bank or such Agent without violating this Section 9.16 or (c) was available to such Lender, such Issuing Bank or such Agent from a third party having, to such person’s knowledge, no obligations of confidentiality to any Borrower or any other Loan Party) and shall not reveal the same other than to its Related Parties and any numbering, administration or settlement service providers or to any person that approves or administers the Loans on behalf of such Lender (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), except: (A) to the extent necessary to comply with applicable laws or any legal process or the requirements of any Governmental Authority purporting to have jurisdiction over such person or its Related Parties, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (B) as part of reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (C) to its parent companies, Affiliates and their Related Parties including auditors, accountants, legal counsel and other advisors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), (D) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (E) to any pledgee under Section 9.04(d) or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), (F) to any direct or indirect contractual counterparty (or its Related Parties) in Hedging Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 9.16), (G) on a confidential basis to (i) any rating agency in connection with rating Parent, any Borrower or their Subsidiaries or the facilities evidenced by this Agreement or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities evidenced by this Agreement, (H) with the prior written consent of any Borrower, (I) to the extent routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry and (J) to any other party to this Agreement. | confidentiality | Given the provision, provide with the correct label for the given provision |
The actual Annual Bonus paid will be based on Company and Executive performance. | bonus programs | Given the provision, provide with the correct label for the given provision |
Except as set forth in Schedule 4.9 , no deposit of FB&T is a Brokered Deposit (as defined in 12 C.F.R. | deposits | Given the provision, provide with the correct label for the given provision |
Written or printed notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered to each Member not less than two Business Days nor more than 20 Business Days before the meeting, at the direction of the Board or, if such meeting is called by a Member or Members, by the Member or Members calling such meeting. | notice of meetings | Given the provision, provide with the correct label for the given provision |
Solicitation of acceptance of the Restructuring will not be solicited from any creditor of the A.M. Castle Parties until such party has received the disclosures required under or otherwise in compliance with applicable law. | no solicitations | Given the provision, provide with the correct label for the given provision |
The Facility Agent shall maintain at its address referred to in Section 11.2 a copy of each Lender Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment(s) of, and principal amount of the Loan owing to, each Lender from time to time (the “ Register ”). | register | Given the provision, provide with the correct label for the given provision |
In the event that all or any portion of the Restricted Stock Units shall be paid in cash, the cash equivalent of one Restricted Stock Unit shall be equal to the Market Value per Share on the last trading day of the Vesting Period or, if earlier, the trading day immediately prior to the payment date. | general | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything herein to the contrary, whenever any document, agreement or other item is required by any Loan Document to be delivered on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day. | deliveries | Given the provision, provide with the correct label for the given provision |
In the event of the termination of this Agreement as provided in Section 6.1 , this Agreement (other than Article VII which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement. | effects of termination | Given the provision, provide with the correct label for the given provision |
The closing of the transactions contemplated by this Agreement and the Collateral Agreements (the “ Closing ”) will take place at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, 3570 Carmel Mountain Rd., Suite 200, San Diego, California 92130, on or around August 1, 2018, unless another time or place is mutually agreed upon in writing by Buyer and Seller. | closings | Given the provision, provide with the correct label for the given provision |
Lender hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. | usa patriot act | Given the provision, provide with the correct label for the given provision |
All covenants, agreements, representations and warranties as set forth in this Fifteenth Amendment shall survive the termination of the Lease as amended herein. | survival | Given the provision, provide with the correct label for the given provision |
Except as set forth in the SEC Reports, neither the Company nor to the Company’s knowledge, any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, would constitute a material default by the Company or to the Company’s knowledge, any other party thereunder. | material agreements | Given the provision, provide with the correct label for the given provision |
Effective as of the date set forth below (the “ Grant Date ”), Artisan hereby grants the following number of RSUs to the Grantee in recognition of the Grantee’s service as a Non-Employee Director, subject to the terms of this Award Agreement and the Plan. | awards | Given the provision, provide with the correct label for the given provision |
Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if Executive breaches or threatens to breach any of the provisions of this Section 9 of this Agreement. | injunctive relief | Given the provision, provide with the correct label for the given provision |
No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Company, the Surviving Corporation, Parent or any of their respective Subsidiaries in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such LLC Optionholder (excluding, for the avoidance of doubt, any such broker, investment banker, financial advisor or other Person retained or engaged by Company). | brokers | Given the provision, provide with the correct label for the given provision |
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction. | integration | Given the provision, provide with the correct label for the given provision |
Upon termination of this Agreement, all rights of the Grantee hereunder shall cease. | termination of this agreement | Given the provision, provide with the correct label for the given provision |
(i) At any time and from time to time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.12(b), terminate in whole or permanently reduce in part (A) the Revolving Commitments in an amount up to the amount by which the Total Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction or (B) the Term Commitments of any Class; provided that each such partial reduction of the Commitments of any Class shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess of such amount. | voluntary commitment reductions | Given the provision, provide with the correct label for the given provision |
If as the result of collections of Accounts as authorized by subsection 7.2.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrowers, but shall be disbursed to Borrowers or otherwise at Borrower Representative’s direction in the manner set forth in subsection 4.1.2 , upon Borrower Representative’s request at any time, so long as no Event of Default then exists. | collections | Given the provision, provide with the correct label for the given provision |
Any Party hereto may execute this Agreement by signing any such counterpart. | counterparts | Given the provision, provide with the correct label for the given provision |
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. | defaulting lender waterfall | Given the provision, provide with the correct label for the given provision |
Without limiting Section 9.4, the Borrower agrees that the terms of this Section 9.11 shall set forth the entire agreement between the Borrower and the Administrative Agent and each Lender with respect to any confidential information previously or hereafter received by the Administrative Agent or such Lender in connection with this Agreement, and this Section 9.11 shall supersede any and all prior confidentiality agreements entered into by the Administrative Agent or any Lender with respect to such confidential information. | confidentiality | Given the provision, provide with the correct label for the given provision |
The execution, delivery and performance of this Agreement and the other Loan Documents to which any Loan Party is a party in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any indenture, agreement or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the other Lender Parties. | compliance of loan documents with laws | Given the provision, provide with the correct label for the given provision |
There are no outstanding options, rights of first offer or rights of first refusal to purchase any of Assets, or any portion thereof, or interest therein. | title to assets | Given the provision, provide with the correct label for the given provision |
The Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois. | organizations | Given the provision, provide with the correct label for the given provision |
The obligations of the Lenders hereunder to make Term A Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. | obligations of lenders several | Given the provision, provide with the correct label for the given provision |
The liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to the Unitholders (it being understood that any such return shall be made solely from the Company assets). | return of capital | Given the provision, provide with the correct label for the given provision |
Subsets and Splits