STATMON TECHNOLOGIES CORP Sample Clauses

STATMON TECHNOLOGIES CORP. BY: -------------------------------------- Mr. Peter Upfold Vice Chaixxxx 114 N. Doheny Drive Los Anxxxxx , XX 00048 EXECUTIVE: -------------------------------------- Mr. Geoffrey Talbot 114 N. Xxxxxx Xxxxx Los Anxxxxx, XX 00048 13 of 13 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made as of July 1, 2004, by and among STATMON TECHNOLOGIES CORP., a Nevada corporation ( "Company") and GEOFFREY TALBOT ("Executive"). Statexxxx xx Xxxxx
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STATMON TECHNOLOGIES CORP. Warrant Shares: _______ Initial Exercise Date: March 5, 2008 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Statmon Technologies Corp., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
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STATMON TECHNOLOGIES CORP. By: ---------------------------------- President Attest: ________________________ Secretary
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STATMON TECHNOLOGIES CORP. SHAREHOLDERS --------------------------- --------------------------- Robert Fields Richard Fleming --------------------------- --------------------------- John Hoff Michael Hurst --------------------------- --------------------------- Chad Kalebic Jason Netter --------------------------- --------------------------- Vernon Oberholtzer Leonard Silverman --------------------------- --------------------------- Heiko Thieme Peter Upfold Global Xxxxxxxxxxx Fund Delphinian Quest Advisors, LLC
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STATMON TECHNOLOGIES CORP. USE OF PROCEEDS September October November ---------- ---------- ---------- Total Budget Budget Budget ---------- ------------------------------------------- Software MSDN Universal Subscription 2,499.00 2,499.00 0.00 0.00 DevPartner Studio 1,249.00 1,249.00 0.00 0.00 Measurement Studio 995.00 995.00 0.00 0.00 IPWorks ActiveX Edition 345.00 345.00 0.00 0.00 Windows 2000 Professional 289.95 289.95 0.00 0.00 MallMax 599.00 599.00 0.00 0.00 Quickbooks Pro 199.00 199.00 0.00 0.00 ---------- ------------------------------------------- 6,175.95 6,175.95 0.00 0.00 HARDWARE Pocket PC (x4) 2,400.00 2,400.00 0.00 0.00 Videquip Units (x10) 7,500.00 7,500.00 0.00 0.00 Notebooks (x4) 14,000.00 14,000.00 0.00 0.00 Xerox Phaser 850 Color Printer 2,499.00 2,499.00 0.00 0.00 Development Machine (x2) 5,000.00 5,000.00 0.00 0.00 Misc 0.00 0.00 0.00 0.00 Web Server 2,000.00 2,000.00 0.00 0.00 ---------- ------------------------------------------- 33,399.00 33,399.00 0.00 0.00 PAYABLES Videquip Units (x10) 7,390.50 7,390.50 0.00 0.00 Triad 5,000.00 5,000.00 0.00 0.00 Pacific DataCom 800.00 800.00 0.00 0.00 Westwood Computers 200.00 200.00 0.00 0.00 ---------- ------------------------------------------- 13,390.50 13,390.50 0.00 0.00 SALES/MARKETING Airfare (10 flights/mth.) 15,000.00 5,000.00 5,000.00 5,000.00 Meals, Hotel, Rental Car 7,000.00 2,500.00 2,500.00 2,000.00 Business development 3,000.00 1,000.00 1,000.00 1,000.00 Sales Collaterals/Stationary 8,000.00 8,000.00 0.00 0.00 Publicity 4,000.00 1,500.00 1,500.00 1,000.00 Marketing (shipping/mailers) 10,000.00 3,500.00 3,500.00 3,000.00 Telephone 6,000.00 2,000.00 2,000.00 2,000.00 ---------- ------------------------------------------- 53,000.00 23,500.00 15,500.00 14,000.00 MISC Short-Term Loan Repayment 25,000.00 25,000.00 0.00 0.00 Offering Legal Fees 50,000.00 30,000.00 20,000.00 0.00 Audit/Accounting 20,000.00 0.00 20,000.00 0.00 Travel/Accomodation/Ent 30,000.00 10,000.00 10,000.00 10,000.00 ---------- ------------------------------------------- 125,000.00 65,000.00 50,000.00 10,000.00 Working Capital 18,000.00 6,000.00 6,000.00 6,000.00 ---------- ------------------------------------------- TOTAL 248,965.45 147,465.45 71,500.00 30,000.00 ========== ===========================================
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STATMON TECHNOLOGIES CORP. (TENANT)
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STATMON TECHNOLOGIES CORP. To Purchase $________ Principal Amount of Senior Secured Convertible Debentures and Warrants Initial Exercise Date: March 5, 2008 THIS ADDITIONAL INVESTMENT RIGHT (the “AIR”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 270th day from the date of the Purchase Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Statmon Technologies Corp., a Nevada corporation (the “Company”), up to $_____________ principal amount of Original Issue Discount Senior Secured Convertible Debentures (the “AIR Debenture”) and warrants to purchase shares of Common Stock of the Company as described herein at an exercise price of $1.20 per share (the “AIR Warrant Exercise Price”) (subject to adjustment hereunder and thereunder) (the “AIR Warrant”). Subject to the terms and conditions hereof, upon the purchase hereunder of an AIR Debenture, the Holder shall receive a warrant to purchase a number of shares of Common Stock equal to 100% of the shares of Common Stock issuable upon conversion of such AIR Debenture based upon the Conversion Price as of the date hereof. The initial conversion price of the AIR Debenture shall be equal to $___1, subject to adjustment thereunder and hereunder (“AIR Debenture Conversion Price”). The AIR Debenture and AIR Warrant shall be in the form of the Debenture and Warrants (with the same rights, privileges and preferences set forth in the Transaction Documents, including without limitation, the Debenture) issued pursuant to the Purchase Agreement, mutatis mutandis. The AIR Debenture and the AIR Warrant shall be collectively referred to as the “AIR Securities.” The AIR Warrant Exercise Price and the AIR Debenture Conversion Price shall be collectively referred to herein as the “AIR Conversion Price.” The shares of Common Stock underlying the AIR Debentures and the AIR Warrant shall be collectively referred to herein as the “AIR Conversion Shares.” 1 The lesser of (y) the then Conversion Price of the Debenture and (z) $0.9824.
Sample 1
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STATMON TECHNOLOGIES CORP. Dear Xx. Xxxxxx: This letter confirms our understanding that Harborview Capital Management, LLC (“HCM”) has been engaged to act as a non-exclusive financial advisor and consultant in connection with strategic planning and a capital raise (“Private Placement”) to meet current and ongoing capital needs of Statmon Technologies Corp. (“the Company”). HCM in this capacity will work with management and review and advise the Company on strategic issues as reasonably requested by the Company and help identify funding opportunities for a period of twelve months (the “Term”) from the date of this Agreement. Upon the Company’s acceptance, this letter agreement (“Agreement”) will confirm the terms of the engagement agreed to between HCM and the Company on the terms set forth herein. The terms of HCM’s engagement are as follows:
Sample 1
STATMON TECHNOLOGIES CORP. By: /s/ Geoffrey P. Talbot --------------------------- Name: Geoffrey P. Talbot Titlx: Xxxxx Xxxxxxxxx Officer and Chief Financial Officer By: /s/ Peter J. Upfold --------------------------- Peter J. Upfold Chief Txxxxxxxxx Xxxxxer EXHIBIT J OPINION OF COMPANY'S COUNSEL
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Related to STATMON TECHNOLOGIES CORP

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Information Technology The Company’s and the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) operate and perform in all material respects as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted. The Company, and the Subsidiaries maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed and stored thereon, and to the knowledge of the Company, there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and the Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for any such noncompliance that would not have a Material Adverse Effect.

  • LTD By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT XXXXXX XXXXXX By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT EXHIBIT A IRREVOCABLE PROXY The undersigned shareholder of ECI Telecom Ltd., a company formed under the laws of the State of Israel (the "COMPANY") hereby irrevocably appoints and constitutes Xxxxx Xxxxx and/or Zohar Uzdin as the attorney and proxy of the undersigned with full power of substitution and resubstitution to the full extent of the undersigned's rights with respect to (i) the issued and outstanding ordinary shares, par value NIS 0.12 per share of the Company ("COMPANY SHARES"), owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy and (ii) any and all other Company Shares which the undersigned may acquire of record after the date hereof (collectively, the "SUBJECT SECURITIES"). Upon execution of this proxy, all prior proxies given by the undersigned with respect to any of the Subject Securities regarding the matters that are the subject hereof, are hereby revoked and no subsequent proxies will be given with respect to any of the Subject Securities. This proxy is irrevocable and coupled with an interest, until the earliest to occur of any of the events specified in clauses (i) through (iii) of the following paragraph, at which time this proxy shall automatically be revoked. Each of the attorneys and proxies named above are hereby instructed and authorized to exercise this proxy to appear in the name and instead of the undersigned for the purpose of establishing a quorum and to vote (or cause to be voted) all of the Subject Securities, at any general, special or other meeting of the shareholders of the Company, and at any adjournment(s) or postponement(s) thereof, however called or convened, or pursuant to any consent in lieu of a meeting or otherwise, which the undersigned has the right to so vote during the period from the date hereof until the earlier of (i) immediately prior to the termination of the Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated the date hereof, among the Company, Epsilon 1 Ltd. , an Israeli company ("PURCHASER") and Epsilon 3 Ltd., an Israeli company and an indirect wholly owned subsidiary of Purchaser ("MERGER SUB"), in accordance with its terms, (ii) the agreement of Purchaser and the undersigned to terminate this proxy, and (iii) the Effective Time (as defined in the Merger Agreement):

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • Financial Services Provides treasury, accounting, tax, financial planning, rate and auditing services services. Costs of a general nature are allocated using the Three-Factor Formula.

  • Alex Xxxxx shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out their obligations under this Agreement;

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Corporate Services This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the "Corporate Services").

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