Section 2.01. Registration Upon Demand. At any time after the date hereof and for so long as there are any Registrable Shares, upon the written request of the Lead Holder acting on behalf of Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”), [...]
SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is dated as of December 28, 2007, by and among Artificial Life, Inc., a Delaware corporation (the “Company”), and the Purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement and [...]
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 2, 2007, by and among HANDHELD ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”). *** (e) No Governmental Review. Each Buyer understands that no United States federal or [...]
SECURITIES PURCHASE AND EXCHANGE AGREEMENT *** 3.12 Placement Agent’s Fees. Except as set forth on Schedule 3.12, no brokerage or finder’s fee or commission are or will be payable to any Person with respect to the transactions contemplated by this Agreement based upon arrangements made by the Company or any of its affiliates. The Company [...]
REGISTRATION RIGHTS AGREEMENT *** Section 2. Demand Registration. 2.1. (i) At any time on or after the date the Warrants shall be exercisable by Holder in accordance with their terms and upon satisfaction of any requirements in the Warrants or in the Services Agreement with respect to the disposition of the Warrants or of such [...]
SECURITY AND PLEDGE AGREEMENT *** 1. Definitions. (a) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms shall have the meanings set forth in the UCC (defined below): Accession, Account, Adverse Claim, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Consumer [...]
SECTION 5. INDEMNIFICATION AND LIMITATION OF LIABILITY (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any [...]
IRREVOCABLE PROXY 1. PROXY. (a) The undersigned, Perry Sutaria, is the sole Manager of each of Rametra Holdings I, LLC (“Rametra Holdings”), P&K Holdings, LLC (“P&K Holdings”) and Rajs Holdings I, LLC (“Rajs Holdings” and, together with P&K Holdings and Rametra Holdings, the “LLCs”). The LLCs, Perry Sutaria and Raj Sutaria hold or exercise voting [...]
2003 Equity Incentive Plan Adopted March 13, 2003 Approved By Shareholders March 24, 2003 1. Purposes. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the Employees, Directors and Consultants of the Company and its Affiliates. (b) Available Stock Awards. The purpose of the Plan is to provide a means by [...]
*** 6. Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On the Closing Date, the [...]
IMATION CORP. INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this “Agreement“) is made as of July 31, 2007, by and between Imation Corp., a Delaware corporation (the “Company“), and TDK Corporation, a Japanese corporation (the “Investor“). RECITALS WHEREAS, the Investor and the Company are parties to an Acquisition Agreement, dated as of April 19, 2007 [...]
FORM OF OPINION OF McGUIREWOODS LLP [McGUIREWOODS LLP LETTERHEAD] [ _____________________ , 2007] Board of Directors Hamilton Beach, Inc. 4421 Waterfront Drive Glen Allen, Virginia 23060 Ladies and Gentlemen: We have acted as counsel to Hamilton Beach, Inc. (the “Company”) in connection with the Registration Statement on Form S-1 (333-_________) (the “Registration Statement”) filed by [...]