Sxxxxx xxx is or is presumed or deemed to be unable or admits inability to pay its debts (by reason of actual or anticipated financial difficulties), suspends making payments on any of its debts.
Sxxxxx xxx
(a) Sxxxxx.xxx is a company duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(b) The Sxxxxx.xxx Shares are fully paid and not subject to any option to purchase or similar rights other than in favour of the Lender.
(c) No order has been made, petition presented or meeting convened for the winding up of Sxxxxx.xxx, or for the appointment of an administrator or any provisional liquidator (or equivalent in the jurisdiction of its incorporation) (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors and/or shareholders or other contributors), and Sxxxxx.xxx is fully solvent and able to meet its debs under the Applicable Law.
Sxxxxx. Xxxxx Singh, son of Sh. Uday Pxxxxx Xxxxx residing at F-0000 Xxxxxxxxxxx Xxxx, New Delhi-110019
Sxxxxx. Xxtwithstanding the foregoing, the provisions of this Section 5 shall not apply to any shares of Common Stock owned by Vinnxxxx xxxor to February 25, 1991.
Sxxxxx. I agree to the terms described above. ----------------------------------------------- Lawrxxxx X. Xxxxxxx Xxtachments: Exhibit A - Founders' Grant Exhibit B - Performance Share Retention Unit Grant Exhibit C - Special Retention Account Program Exhibit D - Excise Tax Gross-Up Exhibit E - Covenants EXHIBIT A VERIZON COMMUNICATIONS INC. FOUNDERS' GRANT STOCK OPTION AGREEMENT AGREEMENT between Verizon Communications Inc. ("Verizon") and the participant identified on the attached signature page (the "Participant").
Sxxxxx xxx
(a) Sxxxxx.xxx is a company duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(b) The shares of Sxxxxx.xxx are fully paid and not subject to any option to purchase or similar rights other than in favour of the Lender. The constitutional documents of Sxxxxx.xxx do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Sports option. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of Sxxxxx.xxx (including any option or right of pre-emption or conversion), other than in favour of the Lender.
(c) No order has been made, petition presented or meeting convened for the winding up of Sxxxxx.xxx, or for the appointment of an administrator or any provisional liquidator (or equivalent in the jurisdiction of its incorporation) (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors and/or shareholders or other contributors), and Sxxxxx.xxx is fully solvent and able to meet its debs under the Applicable Law.
Sxxxxx xxx domain, Lxxxxxx.xxx domain
(a) is the sole legal and beneficial owner of or has licensed to it all the intellectual property to domains “sxxxxx.xxx” and “lxxxxxx.xxx”; and
(b) has taken all formal or procedural actions (including payment of fees) required to maintain all intellectual property to domains “sxxxxx.xxx” and “lxxxxxx.xxx”.
Sxxxxx. Xx compensation for the performance of the Executive's services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $475,000, payable in accordance with the Company's standard payroll policies (the "Base Salary"). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the Board (or a committee thereof) in its discretion.
Sxxxxx. I agree to the terms described above. ----------------------------------------------- Mary Xxxx Xxxxxx Xxtachments: Exhibit A -- Founders' Grant Exhibit B -- Performance Share Retention Unit Grant Exhibit C -- Special Retention Account Program Exhibit D -- Excise Tax Gross-Up Exhibit E -- Covenants EXHIBIT A VERIZON COMMUNICATIONS INC. FOUNDERS' GRANT STOCK OPTION AGREEMENT AGREEMENT between Verizon Communications Inc. ("Verizon") and the participant identified on the attached signature page (the "Participant").
Sxxxxx. Each Shareholder and D. Sxxxxx xxxntly and severally represent and warrant to Buyer and WAXS as follows:
