Michxxx X. Xxxxxx..........................................
Michxxx X. Xxxxx Xxxember 2, 2000 Page 15
Michxxx X. Xxxxxxx xxxll be the agent and attorney-in-fact for the Ameris Shareholders in connection with the Escrow Agreement, and shall have the authority to act in each Ameris Shareholder's name with respect to the Shareholders' rights and obligations under the Escrow Agreement.
Michxxx X. Xxxxxxx xxxll be the representative of Holders to serve as their agent for the performance of all obligations, and the exercise of all rights arising under this Section, Section 4 and Section 5 ("Agent"). The Holders may change their designated Agent, prospectively only, to any other person or entity upon notice thereof to BOKF signed by a majority in interest of all Holders then owning the BOKF Shares. The Agent shall not be deemed a fiduciary of Holders and shall be liable to Holders only for gross negligence or intentional wrongdoing.
Michxxx X. Xxxxxx, Xxq. (a draft of such opinion is attached as Annex III(b) hereto), general counsel to The Hartford Financial Services Group, Inc., a Delaware
(i) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified in any such jurisdiction would not have, individually or in the aggregate with such other failures, a material adverse effect on the financial position, stockholders' equity or results of operations of the Company and its subsidiaries, considered as a whole (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company, provided that such counsel shall state that they believe that both you and the Company are justified in relying upon such opinions and certificates and copies of such opinions and certificates are made available to you);
(ii) Each Significant Subsidiary that was organized in the United States has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation with full corporate power and authority to own its properties and conduct its business as described in the Prospectus; and all of the issued shares of capital stock of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect to matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that they believe that both you and the Company are justified in relying upon such opinions and certificates);
(iii) The Company has made all required filings under applicable insurance holding company statutes, and has received approvals of acquisition of control and/or affiliate transactions in each jurisdiction in which such filings or approvals are required, except where the failure to have made such filings or to receive such approvals in any such jurisdiction would not have,...
Michxxx X. Xxxxxx, Xxq., general counsel to Group, shall have furnished to you his written opinion (a draft of such opinion is attached as Annex II(c) hereto), dated such Time of Delivery, in form and substance satisfactory to you, to the effect that:
(i) HAIC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Connecticut; and all of the issued shares of capital stock of HAIC have been duly and validly issued and are fully paid and non-assessable;
(ii) Group has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware;
(iii) Group and the Group Subsidiaries have filed all notices, reports, documents or other information required to be filed by them pursuant to, and have obtained all authorizations, approvals, orders, consents, licenses, certificates, permits, registrations or qualifications required to be obtained under, and have otherwise complied with all requirements of, all applicable insurance laws and regulations in connection with the consummation of the Reorganization, the Distribution, the Debt Offering, the entering into and performance of the Intercompany Agreements, and the issuance and sale of Shares by the Company and the purchase and distribution of the Shares by the Underwriters and the International Underwriters, except for such authorizations, approvals, orders, consents, licenses, certificates, permits, registrations or qualifications which the failure to make, obtain or comply with would not have, individually or in the aggregate with such other failures, a material adverse effect on the financial position, stockholder's equity or results of operations of the Company and its subsidiaries, considered as a whole, and which will not affect the validity, performance or consummation of the Reorganization, the Distribution, the Debt Offering, the Intercompany Agreements or the transactions contemplated by this Agreement and the International Underwriting Agreement. No further filing, authorization, approval, order, consent, license, certificate, permit, registration or qualification of or with any court or insurance regulatory authority or other governmental agency or body having jurisdiction over Group or any of the Group Subsidiaries or any of their properties is required for the consummation of the Reorganization, the Distribution or the Debt Offering, the entering into and performance of the Intercompany Agreements, the sa...
Michxxx X. Xxxxxx xx other senior managers selected by the Purchaser will have entered into employment agreements with the Purchaser in form and substance satisfactory to the Purchaser. Any condition specified in this Section 2.1 may be waived by the Purchaser; provided that no such waiver shall be effective against the Purchaser unless it is set forth in a writing executed by the Purchaser.
Michxxx X. In consideration for your entering into this Agreement, including the restrictions on the disclosure and use of confidential or proprietary information and the limitations on your engaging in competitive activities, the Company is providing you with the security of an agreement with an initial term of three years, short- and long-term award opportunities, and other benefits.
Michxxx X. Xxxxx Xxxember 2, 2000 Page 8 long-term bonus is subject to a performance target, it shall be assumed that the target is met;
Michxxx X. Xxxxx Xxxember 2, 2000 Page 11 of your then-outstanding stock options at any time up to the earlier of (i) the fifth anniversary of the date your employment terminates (or any later date prescribed by the terms of the option relating to termination of employment) or (ii) the expiration of the option;
