Nature of Holdings; Shares. All references herein to my holdings of the Shares shall be deemed to include Shares held or controlled by me, individually, jointly, or in any other capacity, and shall extend to any securities issued to me in respect of the Shares.
Nature of Holdings; Shares. All references in this letter to our holdings of the Shares will be deemed to include Shares held or controlled by the undersigned, individually, jointly, or in any other capacity, and will extend to any securities issued to the undersigned in respect of the Shares.
Nature of Holdings; Shares. All references herein to the -------------------------- undersigned's holdings of the Shares shall be deemed to include Shares held or controlled by the undersigned, individually, jointly (as community property or otherwise), or in any other capacity, and shall extend to any securities issued to the undersigned in respect of the Shares.
Nature of Holdings; Shares. All references herein to our holdings of the Shares shall be deemed to include Shares held or controlled by any of us, individually, jointly (as community property or otherwise), or in any other capacity, and shall extend to any securities issued to any of us in respect of the Shares. Very truly yours, THOMSON MULTIMEDIA S.A. By: /s/ JAMEX X. XXXXX ----------------------------
V. P. -------------------------- ACCEPTED: GEMSTAR INTERNATIONAL GROUP, LTD. By: /s/ LARRX XXXXXXXX ------------------------------------ Title: Secretary --------------------------------- STARSIGHT TELECAST, INC. By: /s/ LARRX X. XXXXXXXX ----------------------------------- Title: Chairman & CEO --------------------------------
Nature of Holdings; Shares. All references herein to our holdings of the Shares shall be deemed to include Shares held or controlled by the undersigned, individually, jointly, or in any other capacity, and shall extend to any securities issued to the undersigned in respect of the Shares. [COMPANY CEO; COMPANY COO -- GAMING OPERATIONS]: ----------------------------------------- Name: ------------------------------------ SCHEDULE 1 ---------------- ----------------- ------------- ----------------- ------------- Class Number of Shares Record Owner Beneficial Owner Proxy Holder ---------------- ----------------- ------------- ----------------- ------------- ---------------- ----------------- ------------- ----------------- ------------- ---------------- ----------------- ------------- ----------------- ------------- EXHIBIT B FORM OF AFFILIATE LETTER International Game Technology 9295 Xxxxxxxxx Xxxxx Xxxx, Xxxxxx 00000-0000 Xxdies and Gentlemen: I have been advised that as of the date of this letter I may be deemed to be an "AFFILIATE" of Anchor Gaming, a Nevada corporation (the "COMPANY"), as the term "AFFILIATE" is (i) defined within the meaning of Rule 145 of the rules and regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION") under the Securities Act of 1933, as amended (the "ACT"), and/or (ii) used in and for purposes of Accounting Series Releases 130 and 135, as amended, of the Commission. Pursuant to the terms of the Agreement and Plan of Merger dated as of July 8, 2001 (the "AGREEMENT"), among International Game Technology, a Nevada corporation ("PARENT"), NAC Corporation, a Nevada corporation ("SUB"), and the Company, Sub will be merged with and into the Company (the "MERGER"). In connection with the Merger, I am entitled to receive shares of common stock, par value $.000625 per share, of Parent (the "PARENT SHARES") in exchange for shares (or options for shares) owned by me of capital stock of the Company (the "COMPANY SHARES"). I represent, warrant and covenant to Parent that in the event I receive any Parent Shares as a result of the Merger, I:
(a) shall not make any sale, transfer or other disposition of the Parent Shares in violation of the Act or the Rules and Regulations;
(b) have carefully read this letter and the Agreement and discussed the requirements of such documents and other applicable limitations upon my ability to sell, transfer or otherwise dispose of Parent Shares, to the extent I felt necessary, with my counsel ...
Nature of Holdings; Shares. All references herein to our holdings of the Shares shall be deemed to include Shares held or controlled by any of us, individually, jointly (as community property or otherwise), or in any other capacity, and shall extend to any securities issued to any of us in respect of the Shares. Very truly yours, PROVIDENCE JOURNAL COMPANY By: /s/ JACK X. XXXXXXXX ----------------------------
V. P. -------------------------
Nature of Holdings; Shares. All references herein to a Stockholder's holdings of the Shares shall be deemed to include any Shares held or controlled by such Stockholder, individually, jointly (as community property or otherwise), or in any other capacity, and shall extend to any securities issued to the undersigned in respect of the Shares.
Nature of Holdings; Shares. All references in this letter to our holdings of the Shares will be deemed to include Shares held or controlled by the undersigned, individually, jointly, or in any other capacity, and will extend to any securities issued to the undersigned in respect of the Shares. -------------------------------------------- Name: --------------------------------------- EXHIBIT B CERTIFICATE OF INCORPORATION OF OLIVE AP ACQUISITION CORPORATION
ARTICLE I The name of the Corporation is Olive AP Acquisition Corporation.
ARTICLE II The name of the Corporation's registered agent and the address of its registered office in the State of Delaware is Corporation Service Company, 1013 Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000-0000.
ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE IV The total number of shares of capital stock which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, $0.01 par value.
ARTICLE V In furtherance and not limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to alter, amend or repeal the bylaws of the Corporation or to adopt new bylaws.
ARTICLE VI The incorporator is Kevix X. Xxxxx, xxose mailing address is 1717 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000.
ARTICLE VII The number of directors constituting the initial Board of Directors is one (1), and the name and address of the person who are to serve as directors until the first annual meeting of the stockholders or until their respective successors are elected and qualified are: Name Address Scotx X. Xxxxxx 1717 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000
ARTICLE VIII A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after the filing of this Certificate of Incorporation to authorize corporat...
Nature of Holdings; Shares. All references herein to our holdings of the Shares shall be deemed to include Shares held or controlled by any of us, individually, jointly (as community property or otherwise), or in any other capacity, and shall extend to any securities issued to any of us in respect of the Shares. Very truly yours, Principal Shareholders PVI TRANSMISSION INC. By: ----------------------------- Name: --------------------------- Title: --------------------------
A. By: ----------------------------- Name: --------------------------- Title: -------------------------- COX XXXMUNICATIONS, INC. By: ----------------------------- Name: --------------------------- Title: -------------------------- By: ----------------------------- Name: --------------------------- Title: -------------------------- TRIBUNE COMPANY By: ----------------------------- Name: --------------------------- Title: -------------------------- PROVIDENCE JOURNAL COMPANY By: ----------------------------- Name: --------------------------- Title: -------------------------- ACCEPTED: GEMSTAR INTERNATIONAL GROUP LIMITED By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Exhibit 5.10(C)1-3 104 Schedule 1 Shares of Beneficial Owner Common Stock Owned ---------------- ------------------ PVI Transmission Inc. ................................... 4,769,149 THOMSON Multimedia S.A. ................................. 3,333,333 Cox Xxxmunications, Inc. ................................ 2,166,647 Spelling Entertainment, Inc. ............................ 1,124,176 Tribune Company ......................................... 1,122,518
Nature of Holdings; Shares. All references herein to our holdings of the Shares shall be deemed to include Shares held or controlled by any of us, individually, jointly (as community property or otherwise), or in any other capacity, and shall extend to any securities issued to any of us in respect of the Shares. Very truly yours, _____________________________ ACCEPTED: ___________________________ By_________________________ Schedule 1 Class No. of Shares Record Owner Beneficial Owner ------ ------------- ------------ ---------------- EXHIBIT 5.9 FORM OF AFFILIATE AGREEMENT THIS AFFILIATE AGREEMENT (the "Agreement") is made and entered into as of May __, 1997 by and among U.S. OFFICE PRODUCTS COMPANY, a Delaware corporation ("USOP"), MAIL BOXES ETC., a California corporation ("Company"), and the undersigned affiliate of the Company ("Affiliate").
