Interests of Named Experts and Counsel. Not applicable.
Interests of Named Experts and Counsel. No expert or counsel named in this prospectus as having prepared or certified any part of it or as having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Company or any of its parents or subsidiaries. Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Interests of Named Experts and Counsel. Xxxx, Xxxxxx & Xxxxxx, LLP has given an opinion on the validity of the securities being registered hereunder. Levy, Stopol & Xxxxxx, LLP, is eligible to receive shares of the Company’s Class A Common Stock pursuant to this Form S-8 registration.
Interests of Named Experts and Counsel. Item 6. Indemnification of Officers and Directors. Item 7. Exemption from Registration Claimed. Item 8. Exhibits. Item 9. Undertakings. SIGNATURES PART I
Interests of Named Experts and Counsel. The validity of the shares of Common Stock offered hereby will be passed upon for the Registrant by Xxxxxx Godward LLP, Palo Alto, California. As of the date of this Registration Statement, certain Xxxxxx Xxxxxxx attorneys own in the aggregate approximately 4,180 shares of the Registrant’s Common Stock.
Interests of Named Experts and Counsel. Certain legal matters in connection with this registration statement will be passed upon for the Registrant by Xxxxxxxxx Xxxx Xxxxxxxx Ference LLP, New York, New York. Certain members or employees of Xxxxxxxxx Xxxx Xxxxxxxx Ference LLP will receive 1,450,000 shares of common stock of the Registrant under this registration statement to be issued as compensation for legal services performed on behalf of the Registrant.
Interests of Named Experts and Counsel. Certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by Law Offices of Xxxxx X. Xxxxx, counsel to the Company. Xxxxx X. Xxxxx is entitled to 50,000 shares of Common Stock of the Company pursuant to her retainer agreement with the Company.
Interests of Named Experts and Counsel. Neither the accountants nor the attorneys were employed on a contingent basis in connection with the offering of Apache’s Common Stock in conjunction with this Exchange. CONFIDENTIAL OFFERING MEMORANDUM OCTOBER 28, 2005 EXHIBIT INDEX Exhibit Description A Schedule of Voluntary Share Exchange B Agreement and Plan of Exchange dated October 28, 2005 between Apache Motor Corporation and Xxxxxx Automotive Group International, Inc. C Shareholders’ Consent D Subscription Agreement CONFIDENTIAL OFFERING MEMORANDUM OCTOBER 28, 2005 Exhibit A SCHEDULE OF VOLUNTARY SHARE EXCHANGE Name Address Purchased Shares Percentage of Shares 1 Xxxxxx X. Xxxxxxx 00000 00xx Xxxxx Xxxx Xxxxxxx, XX 00000 XXX 10,000 10.0% 2 Xxxxxx Transnational Industries 0000 00xx Xx. XX Xxxxxxxx, XX 00000 XXX 90,000 90.0% Total 2 100.00% CONFIDENTIAL OFFERING MEMORANDUM OCTOBER 28, 2005 11 Exhibit B AGREEMENT AND PLAN OF EXCHANGE (PREVIOUSLY ATTACHED) CONFIDENTIAL OFFERING MEMORANDUM OCTOBER 28, 2005 12 Exhibit C SHAREHOLDERS’ CONSENT CONSENT IN LIEU OF MEETING OF THE STOCKHOLDERS OF XXXXXX AUTOMOTIVE GROUP INTERNATIONAL, INC. (Approval of Agreement and Plan of Exchange) SPECIAL RESOLUTION of all the Shareholders of Xxxxxx Automotive Group International, Inc. (the "Corporation") effective as of the 28th day of October, 2005; adopted approved and consented to in writing without the holding of a meeting, as manifested and evidenced by signatures of all the Shareholders of the Corporation pursuant to Section 78.320 of the Nevada Revised Statutes.
Interests of Named Experts and Counsel. Not applicable ITEM 6 Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (`Section 145") permits indemnification of directors, officers, agents and controlling persons of a corporation under certain conditions and subject to certain limitations. Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a part to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer or agent of the corporation or another enterprise if serving at a the request of the corporation. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner the person reasonably believed to be in or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court of chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonable entitled to indemnity for such expenses that the court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in defense or any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually or reasonably incurred by such person in connection therewith.
Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Company is governed by Minnesota Statutes Chapter 302A. Minnesota Statutes Section 302A.521 provides that a corporation shall indemnify any person made or threatened to be made a party to any proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney's fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person has not been indemnified by another organization or employee benefit plan for the same expenses with respect to the same acts or omissions; acted in good faith; received no improper personal benefit and Section 302A.255, if applicable, has been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions by persons in their official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions by persons in their capacity for other organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation.
