AUDIOVOX CORPORATION Sample Clauses

AUDIOVOX CORPORATION. By: /s/ Charles M. Stoehr ------------------------------- Name: Charles M. Stoehr Titxx: Xxxxxx Xxxe President/CFO QUINTEX MOBILE COMMUNICATIONS CORP. By: /s/ Charles M. Stoehr ------------------------------- Name: Charles M. Stoehr Tixxx: Xxxx Xxxxident AMERICAN RADIO CORP. By: /s/ Charles M. Stoehr ------------------------------------- Name: Charles M. Stoehr Tixxx: Xxxx Xxxxident AUDIOVOX INTERNATIONAL CORP. By: /s/ Charles M. Stoehr ------------------------------------- Name: Charles M. Stoehr Tixxx: Xxxx Xxxxident AUDIOVOX CANADA LIMITED By: /s/ Charles M. Stoehr ------------------------------------- Name: Charles M. Stoehr Tixxx: Xxxx Xxxxident AUDIOVOX HOLDING CORP. By: /s/ Peter Tsikos ------------------------------------- Name: Peter Tsikos Title: Xxxxxxxxx AUDIOVOX ASIA INC. By: /s/ Patrick M. Lavelle ------------------------------------- Name: Patrick M. Lavelle Txxxx: Xxxx Xxxxident AUDIOVOX LATIN AMERICA LTD. By: /s/ Charles M. Stoehr ------------------------------------- Name: Charles M. Stoehr Tixxx: Xxxx Xxxxident AUDIOVOX COMMUNICATIONS CORP. By: /s/ Charles M. Stoehr ------------------------------------- Name: Charles M. Stoehr Tixxx: Xxxxxxxxx AUDIOVOX ELECTRONICS CORP. By: /s/ Patrick M. Lavelle ------------------------------------- Name: Patrick M. Lavelle Txxxx: Xxxxxxxxx CODE SYSTEMS, INC. By: /s/ Patrick M. Lavelle ------------------------------------- Name: Patrick M. Lavelle Txxxx: Xxxxxxxxx AUDIOVOX COMMUNICATIONS CANADA CO. By: /s/ Charles M. Stoehr ------------------------------------- Name: Charles M. Stoehr Tixxx: Xxxx Xxxxident Schedule 1 NOTICE ADDRESSES OF GUARANTORS Schedule 2 DESCRIPTION OF PLEDGED STOCK Pledged Stock: Issuer Class of Stock Stock Certificate No. No. of Shares -------------- ----------------- ------------------------ ------------- LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE Grantor Jurisdiction of Location of Chief Organization Executive Office LOCATIONS OF INVENTORY Grantor Locations Annex 1 to Guarantee and Collateral Agreement ASSUMPTION AGREEMENT, dated as of ________________, 200_, made by ______________________________ (the "Additional Grantor"), in favor of JPMorgan Chase Bank, as administrative agent (in such capacity, the "Administrative Agent") for the banks and other financial institutions or entities (the "Lenders") parties to the Fifth Amended and Restated Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to th...
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AUDIOVOX CORPORATION. Offer To Purchase For Cash Any Or All Of Its Outstanding Warrants, Each Exercisable At $7 1/8 Per Share of Class A Common Stock At $1.30 Per Warrant LETTER OF TRANSMITTAL ------------------------------------------------------------------------ THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 4, 1998 UNLESS THE OFFER IS EXTENDED. ------------------------------------------------------------------------ TO: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By Facsimile Transmission: By Mail, Hand or Overnight For Information: (000) 000-0000 Delivery: (000) 000-0000 Attn: Reorganization Continental Stock Transfer Department & Trust Company 0 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. Any questions or requests for assistance or for additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery or any other materials relating to the Offer may be directed to the Dealer Manager. Warrantholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. ------------------------------------------------------------------------ THE DEALER MANAGER FOR THE OFFER IS: Ladenburg Xxxxxxxx & Co. Inc. (000) 000-0000 ------------------------------------------------------------------------
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AUDIOVOX CORPORATION. By: -------------------------------------- Name: Title: SELLING SHAREHOLDERS By: [Attorney-in-fact] By: -------------------------------------- [Attorney-in-fact] Acting on his own behalf and on behalf of the Selling Shareholders listed in Schedule B. Accepted as of the date first above written: XX XXXXX SECURITIES CORPORATION XXXXXX XXXXXX & COMPANY, INC. PRUDENTIAL SECURITIES INCORPORATED LADENBURG XXXXXXXX & CO. INC. Acting on their own behalf and as Representatives of the several Underwriters referred to in the foregoing Agreement By: XX XXXXX SECURITIES CORPORATION By: -------------------------------------- Name: Title: SCHEDULE A Number of Firm Number of Shares to be Optional Shares Name Purchased to be Purchased ---- -------------- --------------- XX Xxxxx Securities Corporation Xxxxxx Xxxxxx & Company, Inc. Prudential Securities Incorporated Ladenburg Xxxxxxxx & Co. Inc. ========== ======= Total 3,100,000 465,000 ========== ======= SCHEDULE B Number of Number of Firm Optional Shares Selling Shareholders Shares to be Sold to be Sold -------------------- ----------------- ---------------- [Name and address] --------- ------- Total 1,100,000 165,000 ========= ======= SCHEDULE C [List of shareholders subject to Section 4(h)] Exhibit I [Form of Lock-Up Agreement] [Date] XX Xxxxx Securities Corporation Xxxxxx Xxxxxx & Company, Inc. Ladenburg Xxxxxxxx & Co. Inc. Prudential Securities Incorporated As representatives of the several Underwriters c/o XX Xxxxx Securities Corporation Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Audiovox Corporation - Shares of Common Stock --------------------------------------------- Dear Sirs: In order to induce XX Xxxxx Securities Corporation ("XX Xxxxx"), Xxxxxx Xxxxxx & Company, Inc., Prudential Securities Incorporated and Ladenburg Xxxxxxxx & Co. Inc. (the "Representatives"), to enter in to a certain underwriting agreement with Audiovox corporation, a Delaware corporation (the "Company"), with respect to the public offering of shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), the undersigned hereby agrees that for a period of 90 days following the date of the final prospectus filed by the Company with the Securities and Exchange Commission in connection with such public offering, the undersigned will not, without the prior written consent of XX Xxxxx, directly or indirectly, offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock (includin...
Sample 1
AUDIOVOX CORPORATION. Offer To Purchase For Cash Any Or All Of Its Outstanding Warrants, Each Exercisable At $7 1/8 Per Share of Class A Common Stock At $1.30
Sample 1

Related to AUDIOVOX CORPORATION

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Corporation, etc The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

  • Corporation The Corporation will not, by amendment of its Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the Warrant against impairment.

  • Residential Funding Corporation If Residential Funding Corporation is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • Corporate Services This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the "Corporate Services").

  • Financial Services Provides treasury, accounting, tax, financial planning, rate and auditing services services. Costs of a general nature are allocated using the Three-Factor Formula.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Corporate Separateness (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, in each case, to the extent required by law and the maintenance of corporate offices and records.

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