Kxxxx X. Xxxxxxx, S/o Mx. Xxxx Xxxxxxx, a resident of Fxxx Xx. Xx Xxxxx 707, Palm Jumeirah, Dubai, UAE. Hereinafter referred to as “KAC,” which expression, unless repugnant to context thereof, shall mean and include his legal heirs, representatives and assigns, of the Second Part. Amira and KAC are hereinafter individually referred to as a “Party” and collectively as the “Parties.”
Kxxxx X. Xxxxxx Executive Vice President
Kxxxx X. Xxxxxx owns 34.9% of the issued and outstanding membership interests in the General Partner; (c) Natural Gas Partners VI, L.P., a Delaware limited partnership (“NGP”), owns 14.0% of the issued and outstanding membership interests in the General Partner; and (d) Enterprise GP Holdings L.P., a Delaware limited partnership (“EPE”), owns 34.9% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the GP LLC Agreement, and each of Rxx X. Xxxxx, Kxxxx X. Xxxxxx, NGP and EPE owns such membership interests free and clear of all Liens, in each case (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming each of Rxx X. Xxxxx, Kxxxx X. Xxxxxx, NGP and EPE as debtor on file in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to us without independent investigation, other than those created by or arising under Sections 17-303(a) and 17-607 of the Delaware LP Act.
Kxxxx X. Xxxxxx is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware, which filing is hereby ratified and approved. The Member and each Officer is hereby designated as an “authorized person” of the Company within the meaning of the Act and shall continue as a designated “authorized person” of the Company within the meaning of the Act. The Member or an Officer shall execute, deliver and file, or cause to be executed, delivered, and filed, any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.
Kxxxx X. Mxxxxxx, xx behalf of the Murmann family and affiliated entities, represents and warrants to, and agrees with the several Underwriters, for the benefit of the holders from time to time of the Securities that they will not cause the Company and the limited partners (Stille Gesellschafter) to amend the limited partnership (Stille Gesellschaft) agreement with Sauex- Xxndstrand GmbH & Co. to increase the percentage of the Company's consolidated income before taxes and such limited partners' interests to which the limited partners are entitled, to change the basis on which the annual cash payment made by Sauex-Xxxdstrand GmbH & Co. to such limited partners is computed in a way that is less favorable to the Company, to increase the percentage of distributed assets that such limited partners are entitled to receive upon the liquidation of Sauex-Xxxdstrand GmbH & Co., will not interfere with actions by the Company or its independent directors or other holders of Securities of the Company to exercise the rights of Sauex-Xxxstrand GmbH & Co. to terminate the limited partnership agreement, or in any other way adversely affect the rights of the Company or the holders from time to time of the Securities of the Company.
Kxxxx X. Xxxxxx owns 34.9% of the issued and outstanding membership interests in the General Partner; (iii) Natural Gas Partners VI, L.P., a Delaware limited partnership (“NGP”), owns 14.0% of the issued and outstanding membership interests in the General Partner; and (iv) Enterprise GP Holdings L.P., a Delaware limited partnership (“EPE”), owns 34.9% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as in effect at the Closing Date (the “GP LLC Agreement”).
Kxxxx X. Xxxxx ----------------------------------- Kxxxx X. Xxxxx State Bank Commissioner CERTIFICATE OF ORGANIZATION MEETING OF THE INCORPORATION OF CHRISTIANA BANK & TRUST COMPANY The undersigned, being all of the incorporators of Christiana Bank & Trust Company (hereinafter the "Incorporators"), this 25th day of August, 1992, hereby take the following acts as the Incorporators of Christiana Bank A Trust Company, a banking corporation in organization under and pursuant to the provisions of Chapter 7 of Title 5 of the Delaware Code (the "Corporation"):
Kxxxx X. Xxxxxxxxxx ----------------------------------- Notary Public
Kxxxx X. Mxxxxxx, xx behalf of the Murmann family and affiliated entities, represents and warrants to, and agrees with the several Underwriters, for the benefit of the holders from time to time of the Securities that they will not cause the Company and the limited partners (Stille Gesellschafter) to amend the limited partnership (Stille Gesellschaft) agreement with Sauex-Xxxdstrand GmbH & Co. to increase the percentage of the Company's consolidated income before taxes and such limited partners' interests to which the limited partners are entitled, to change the basis on which the annual cash payment made by Sauex-Xxxdstrand GmbH & Co. to such limited partners is computed in a way that is less favorable to the Company, to increase the percentage of distributed assets that such limited partners are entitled to receive upon the liquidation of Sauex-Xxxdstrand GmbH & Co., will not interfere with actions by the Company or its independent directors to exercise the rights of Sauex-Xxxdstrand GmbH & Co. to terminate the limited partnership agreement, or in any other way adversely affect the rights of the Company or the holders from time to time of the Securities of the Company.
Kxxxx X. Xxxxxx’x employment under this Agreement will terminate immediately upon Kxxxx X. Xxxxxx’x death and Immune Therapeutics, Inc. shall not have any further liability or obligations to Kxxxx X. Xxxxxx’x estate, executors, heirs, assigns or any other person claiming under or through Kxxxx X. Xxxxxx’x estate, except that Kxxxx X. Xxxxxx’x estate shall receive any accrued but unpaid salary, bonuses, equity positions, along with any life insurance benefits to be paid pursuant to Kxxxx X. Xxxxxx’x beneficiary designation.
