ING Barings LLC Sample Clauses

ING Barings LLC. J.C. Xxxxxxxx & Xo. ................................................... Total................................................ 2,600,000 ====================== FORM OF LOCK-UP AGREEMENT April __, 2000 Xxxx xx Xxxxxxx Xxxurities LLC Needxxx & Xompany, Inc. ING Barings LLC J.C. Xxxxxxxx & Xo. As Representatives of the several Underwriters c/o Banc of America Securities LLC 1001 Xxxx Xxxx Xxxx #0 Xxxx Xxxx, Xxxxxxxxxx 00000 xx c/o Needham & Company, Inc. 445 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Xxdies and Gentlemen: The undersigned is a holder of securities of Three-Five Systems, Inc., a Delaware corporation (the "Company") and wishes to facilitate the public offering of shares of the Common Stock (the "Common Stock") of the Company (the "Offering"). The undersigned recognizes that such Offering will be of benefit to the undersigned. In consideration of the foregoing and in order to induce you to act as underwriters in connection with the Offering, the undersigned hereby agrees that he, she or it will not, without the prior written approval of Banc of America Securities LLC or Needxxx & Xompany, Inc. acting on their own behalf and/or on behalf of other representatives of the underwriters, directly or indirectly, sell, contract to sell, make any short sale, pledge, or otherwise dispose of, any shares of Common Stock, options to acquire shares of Common Stock or securities exchangeable for or convertible into shares of Common Stock of the Company which he, she or it may own, exclusive of any shares of Common Stock purchased in connection with the Company's public offering or purchased in the public trading market, for a period commencing as of the day on which the registration statement to be filed on behalf of the Company in connection with the Offering (the "Registration Statement") shall become effective by order of the Securities and Exchange Commission (the "Effective Date") and ending on the date which is Ninety (90) days after the Effective Date. The undersigned confirms that he, she or it understands that the underwriters and the Company will rely upon the representations set forth in this Agreement in proceeding with the Offering. The undersigned further confirms that the agreements of the undersigned are irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of securities ...
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ING Barings LLC. Willxxx Xxxxx & Xompany, L.L.C........................................
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ING Barings LLC. Xxxxxx Xxxxxx & Company, Inc...................... --------------------------- Total..................................... 2,400,000 =========================== SCHEDULE II NUMBER OF UNDERWRITTEN MAXIMUM NUMBER OF OPTION SELLING STOCKHOLDERS: SECURITIES TO BE SOLD SECURITIES TO BE SOLD -------------------- ---------------------- --------------------- Xxxxxx Xxxx 700,747 105,112 c/o XXX Stores Corporation 0000 Xxxxxxxx Xxxx Xxxxxx, Xxxx 00000 Xxxxxxxx Xxxxxxx 177,898 26,685 c/o XXX Stores Corporation 0000 Xxxxxxxx Xxxx Xxxxxx, Xxxx 00000 Xxxxxxx Xxxxxxxxx 17,500 2,625 c/o XXX Stores Corporation 0000 Xxxxxxxx Xxxx Xxxxxx, Xxxx 00000 Xxx Xxxxxx 3,855 000 Xxxxxxx Xxxxxxx Xxxxxxxx 0000 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxx 00000 ------------------ -------------- Total.......................... 900,000 135,000 ================== ============== SCHEDULE III SUBSIDIARIES ------------
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ING Barings LLC. Total............................ $4,000,000 ==========
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ING Barings LLC. Total...................................................................... ============ 41 SCHEDULE B Number of Initial U.S. Maximum Number of U.S. Securities to be Sold Option Securities to be Sold VIASAT, INC. 1,817,200 300,000 Mark X. Xxxxxxxx 40,000 --- Stevxx X. Xxxx 8,000 --- Robexx X. Xxxxxxx 8,000 --- Mark X. Xxxxxx 8,000 --- Gregxxx X. Xxxxxxx 40,000 --- Jeffxxx X. Xxxx 8,000 --- B. Axxxx Xxx 16,000 --- Thomxx X. Xxxxxx 20,000 --- Robexx X. Xxxxxx 20,000 --- Richxxx X. Xxxxxxxxx 5,600 --- Thomxx X. Xxxxxxxxxxxxxxx 6,000 --- Franx Xxxxx 3,200 --- Total........................... 2,000,000 300,000 42 SCHEDULE C VIASAT, INC. Shares of Common Stock (Par Value $.0001 Per Share)
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Related to ING Barings LLC

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Account Management A. The repayment account opened by the Borrower with the Lender (the account stipulated in Article 5) is a special capital withdrawal account, which is used to collect the corresponding sales revenue or the planned repayment fund. Where the corresponding sales revenue is settled in a non-cash manner, the Borrower shall ensure that it will be promptly transferred into the capital withdrawal account upon receipt.

  • LTD By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT XXXXXX XXXXXX By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT EXHIBIT A IRREVOCABLE PROXY The undersigned shareholder of ECI Telecom Ltd., a company formed under the laws of the State of Israel (the "COMPANY") hereby irrevocably appoints and constitutes Xxxxx Xxxxx and/or Zohar Uzdin as the attorney and proxy of the undersigned with full power of substitution and resubstitution to the full extent of the undersigned's rights with respect to (i) the issued and outstanding ordinary shares, par value NIS 0.12 per share of the Company ("COMPANY SHARES"), owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy and (ii) any and all other Company Shares which the undersigned may acquire of record after the date hereof (collectively, the "SUBJECT SECURITIES"). Upon execution of this proxy, all prior proxies given by the undersigned with respect to any of the Subject Securities regarding the matters that are the subject hereof, are hereby revoked and no subsequent proxies will be given with respect to any of the Subject Securities. This proxy is irrevocable and coupled with an interest, until the earliest to occur of any of the events specified in clauses (i) through (iii) of the following paragraph, at which time this proxy shall automatically be revoked. Each of the attorneys and proxies named above are hereby instructed and authorized to exercise this proxy to appear in the name and instead of the undersigned for the purpose of establishing a quorum and to vote (or cause to be voted) all of the Subject Securities, at any general, special or other meeting of the shareholders of the Company, and at any adjournment(s) or postponement(s) thereof, however called or convened, or pursuant to any consent in lieu of a meeting or otherwise, which the undersigned has the right to so vote during the period from the date hereof until the earlier of (i) immediately prior to the termination of the Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated the date hereof, among the Company, Epsilon 1 Ltd. , an Israeli company ("PURCHASER") and Epsilon 3 Ltd., an Israeli company and an indirect wholly owned subsidiary of Purchaser ("MERGER SUB"), in accordance with its terms, (ii) the agreement of Purchaser and the undersigned to terminate this proxy, and (iii) the Effective Time (as defined in the Merger Agreement):

  • Member Management Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • Virus Management Transfer Agent shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.

  • Program Management (WBS 1.1) All components of the Project Management Plan as implemented for the Base Contract and Options 1-4 will be reviewed and amended to reflect specific needs for Option 5 and the outcome of continuous process improvement evaluations.

  • Project Management With respect to each Project Plan, each party will appoint a project manager who will be the party responsible for overseeing the Project Plan.

  • Relationship Management 1. Provide client service support to the Fund, including access to day-to-day points of contact and to points of escalation as necessary.

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