Mssrs. Xxxxxxxx Xxxxxxx and Xxxx Xxxxxx undertake to obtain from all companies that they control or may come to control, directly or indirectly, together or individually, [an agreement] that they will maintain normal competitive commercial or financial relations with the Company and its subsidiaries, whether current or future.
Mssrs. Sxxxxxxx Xxxxxxx and Mxxx Xxxxxx undertake to refrain from floating the shares of a company controlled by the Company or of a company that controls the Company on a French or foreign regulated market; any flotation shall relate to the Transferable Securities, unless the prior, express agreement of each of the Investors is obtained.
Mssrs. Jonathan Kahn and Darryl Lovato shall have agreed to accept employment xx Xxxxxxxxx on sxxxxxxxxxxxx the terms set forth in those Executive Employment Agreements set forth as Exhibit G and H.
Mssrs. Xxxxxxxx Xxxxxxx and Xxxx Xxxxxx undertake to devote all of their professional activity to the development of the Company and its subsidiaries as long as they have an employment contract or an authorization to represent the Company or its subsidiaries, during the entire term of the Agreement. However, with the consent of the Investors possessing more than 95% of the Transferable Securities belonging to the Investors, Mssrs. Xxxxxxxx Xxxxxxx and Xxxx Xxxxxx may each be authorized to exercise other activities, in particular in the LoJack Group.
Mssrs. Verx xxxxx xxurs, Earl J. Cook President/CXX XxxxxxXxx, Inc. ROCOLO VI LLC., FUTUREONE INC., a Colorado limited liability company a Nevada corporation By: By: ------------------------------- ------------------------------- Name: Name: ------------------------------ ------------------------------- Title: Title: ----------------------------- ------------------------------- MORLEY FAMILY INVESTMENTX, XXXP RIDGEVIEW DEVP., LLC a Colorado limited liability company RAY O'SULLIVAN AND/OR ASXXXXX Xx: By: ------------------------------- ------------------------------- Name: Name: ------------------------------ ------------------------------- Title: Title: ----------------------------- ------------------------------- LETTER OF UNDERSTANDING May 1, 2000 Mssrs. Mark and Jim Morley 101 X. Xascadx Xxx. Xxxtx 000 Xxxxxxxx Xxxxxxx, XX 00000 Xxxx Xxxx & Xxx: Xxxx letter xxxl cxxxirm our understanding relative to providing registration rights for One Hundred Thousand shares of FutureOne, Inc. restricted stock to be issued to System Provider under the NeighborComm Service Agreement of even date and as an addition to the First Amendment thereto of even date.
Mssrs. Helppie, Tashiro and Xxxxxxx, shall each be liable under the indemnity agreements contained in paragraph (a) of this Section, the contribution provisions of paragraph (d) and for breaches of any of their respective representations and warranties contained in this Agreement for an amount not exceeding (in the aggregate for all claims hereunder) the proceeds received by such Selling Stockholder from the sale of Shares hereunder.
Mssrs. Xxxxxxxx Xxxx and Xxxxxx Xxxxxx shall have agreed to accept employment by Purchaser on substantially the terms set forth in those Executive Employment Agreements set forth as Exhibit G and H.
Mssrs. Xxxxxx and Caskran are the record owners of and have good and valid title to the Membership Interests and, indirectly through the Company, the MB Subs, free and clear of all Encumbrances, provided, however, MBIOM is owned by Prism Nominees Limited, as nominee and trustee for Xxxx Xxxxxx. The Membership Interests constitute 100% of the total issued and outstanding membership interests in the Company. The Membership Interests have been duly authorized and are validly issued, fully-paid and non-assessable. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Membership Interests, free and clear of all Encumbrances. Schedule 3.03(a) of the Disclosure Schedules sets forth the organizational chart of the Company and the MB Subs immediately prior to the Closing.
Mssrs. Ng and Federico shall resign ax xxxxxxrs at closing, on the form provided by XPI.
Mssrs. Xxxx and Xxxxxx expressed that, in their opinion, based on the due diligence conducted, the Corporation should go forward with the Acquisition. A proper quorum being present, and upon motion duly made, seconded and carried, it was: RESOLVED, that the officers of the Corporation, namely Xxxxxxx X. Xxxx (President) and Xxxx X. Xxxxxx (Executive Vice President, Secretary and Treasurer) have the power to take all action and sign all documents necessary to complete the acquisition of the selected assets of Quantum as contemplated in the Agreement. There being no further business, the meeting was adjourned. The undersigned secretary of the Corporation certifies that the above and foregoing are the true and correct minutes of the meeting of the Board of Directors held on the above stated date at which all directors present voted in favor of the action taken therein. ------------------------------------ Xxxx X. Xxxxxx, Secretary WAIVER OF NOTICE OF BOARD OF DIRECTORS' MEETING OF NETWORK LONG DISTANCE, INC. The undersigned directors do hereby waive all requirements as to notice of the time, place and purpose of the meeting of the Board of Directors of the Corporation held on _____________________, 1995 at Baton Rouge, Louisiana and of any adjournment of the meeting. ----------------------------- ----------------------------- Xxxx X. Xxxxxx Xxxxxxx X. Xxxx
