Sxxxxx X Sample Clauses

Sxxxxx X. Xxxxx shall hold the position of Chairman of the Board and Chief Executive Officer of Parent for a period of at least two years following the Closing, or until his earlier removal, disqualification, resignation, retirement, death or incapacity. Cxxxxxxxxxx Xxxxxxx shall hold the position of President, Deputy Chief Executive Officer and Chief Operating Officer of Parent for a period of at least two years following the Closing, or until his earlier removal, disqualification, resignation, retirement, death or incapacity. If at any time following the Closing, the position of Chairman of the Board and Chief Executive Officer of Parent or President, Deputy Chief Executive Officer and Chief Operating Officer of Parent becomes vacant, such vacancy shall be filled by a majority vote of the entire Board of Directors; provided that during the two-year period immediately following the Closing, the Chairman of the Board and Chief Executive Officer of Parent and President, Deputy Chief Executive Officer and Chief Operating Officer of Parent shall be selected from the officers or employees of Parent immediately prior to the Closing ("Parent Employees") and the partners, officers or employees of the JLW Businesses immediately prior to the Closing ("JLW Employees"); provided, further, that during such period, (i) if the office of the Chairman and Chief Executive Officer of Parent is held by a Parent Employee, then the office of President, Deputy Chief Executive Officer and Chief Operating Officer of Parent shall be held by a JLW Employee and (ii) if the office of Chairman of the Board and Chief Executive Officer of Parent is held by a JLW Employee, then the office of President, Deputy Chief Executive Officer and Chief Operating Officer of Parent shall be held by a Parent Employee. The Chairman of the Board and Chief Executive Officer, the President, Deputy Chief Executive Officer and Chief Operating Officer of Parent may only be removed from office by a majority vote of the entire Board of Directors; provided that neither Mx. Xxxxx nor Mx. Xxxxxxx may be removed from such respective positions, with or without cause, prior to the second anniversary of the Closing, unless such removal is approved by at least two-thirds of the entire Board.
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Sxxxxx X. Xxxxxxxxxx, Esq., Corporate Counsel of the Company, shall have furnished to the Representatives his written opinion, dated the Closing Date, to the effect that:
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Sxxxxx X. X., a French limited liability corporation with its head office in Carquefou, France, and a Restricted Subsidiary of the Company as of the Issue Date, and/or
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Sxxxxx X. X. DE C.V., a corporation governed by the laws of the United Mexican States (“Sxxxxx”);
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Sxxxxx X. Xxx and Dxxxx Xxxxxx who will have employment agreements with Holdings, or an Affiliate of Holdings, in accordance with the Shareholder Employment Agreements (which Shareholder Employment Agreements will supersede and restate their current employment agreements with the Acquired Entities.
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Sxxxxx X. Xxxx XX shall for any reason cease to retain the title of Chief Executive Officer of the Parent Guarantor and to perform the functions typically performed under such office or shall cease for any reason to be actively and primarily involved in strategic planning and decision-making for the Loan Parties; provided that if he shall, due to death, disability or incapacity, cease to be active in the management of the Loan Parties, the Borrower shall have one hundred twenty (120) days to retain a replacement executive of comparable experience who is reasonably satisfactory to the Required Lenders; or
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Sxxxxx X. Xxxxxx, a citizen of the United States of America, domiciled at 70 Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000, with a passport number of 400000000;
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Sxxxxx X. Xxxxx shall at any time cease to be the chief executive officer of Borrower; or
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Related to Sxxxxx X

  • Xxxxxx X Xxxxxxxx --------------------------- Xxxxxx X. Xxxxxxxx

  • Xxxxx X X. Xxxxxxxx

  • Nxxxx X Xxxxxxx is hereby designated as the Chief Executive Officer and Chief Financial Officer and Jxxx Xxxxxxxxx is designated the General Counsel and Secretary of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

  • Xxxxxx, Xxxxxx X Xxxxxx has been with the Office of the Chairman of Insignia 000 Xxxx Xxxxxx and has been Chairman of Insignia/ESG, Inc. since July 1996. Prior to New York, NY 10166 July 1996, Xx. Xxxxxx'x principal employment for more than the prior five years was as a founder and Chairman of Xxxxxx X. Xxxxxx Company, Incorporated ("ESG"), a commercial property management and brokerage firm located in New York, New York that was acquired by Insignia in June 1996.

  • Xxxxxxx X X. Xxxxxxxx -------------------------- Xxxxxxx X. X. Xxxxxxxx

  • Xxxx X Xxxx, Chief Corporate Counsel of the Company, shall have furnished to the Representatives a written opinion or opinions, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:

  • Xxxxx, Xx Vice President Gables Realty Limited Partnership 0000 Xxxxx Xxxxx Xxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxx, Xx. Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 WACHOVIA BANK, N.A., as Agent and as a Bank Commitment: $57,500,000 By: /s/ Xxxx X. Xxxxxx -------------------------- Title: Vice President ----------------------- Commitment Percentage: 32.85% Lending Office Wachovia Bank, N.A. 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Finance Division Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 FIRST UNION NATIONAL BANK Commitment: $57,500,000 By: /s/ Xxxxx X. Xxxxxx -------------------------------- Xxxxx X. Xxxxxx -------------------------------- Senior Vice President -------------------------------- Commitment Lending Office Percentage: First Union National Bank 32.86% First Union Plaza 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 with a copy of all notices to: First Union National Bank Construction Loan Administration Xxxx 000 X. Xxxxx de Xxxx Avenue, 1st Floor Decatur, Georgia 30030 Attention: Xxxxxx Xxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 GUARANTY FEDERAL BANK, F.S.B. Commitment: $20,000,000 By: /s/ Xxxx X. Xxxxxxx ----------------------------------- Title: Vice President/ Division Manager ----------------------------------- Commitment Lending Office Percentage: Guaranty Federal Bank, F.S.B. 11.43% 0000 Xxxxxxx Dallas, Texas 75225 Attention: Xxxxx Xxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 with a copy of all notices to: Guaranty Federal Bank, F.S.B. 0000 Xxxxxxx Xxxxxx Dallas, Texas 75225 Attention: Commercial Real Estate Lending Division Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 AMSOUTH BANK OF ALABAMA Commitment: $20,000,000 By: /s/ Xxxxxx X. Xxxxxxx, XX --------------------------- Title: Vice President --------------------------- Commitment Lending Office Percentage: AmSouth Bank of Alabama 11.43% 0000 0xx Xxxxxx Xxxxx 0xx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx Xxxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 COMMERZBANK AG, ATLANTA AGENCY Commitment: $20,000,000 By: /s/ Xxxxx Xxxxxx ------------------------------- Title: Xxxxx Xxxxxx - Vice President ------------------------------- Commitment Percentage: By: /s/ Xxxx Xxxxxxxx ------------------------------- 11.43% Title: Xxxx Xxxxxxxx - Asst. Vice President Lending Office Commerzbank AG, Atlanta Agency 0000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 TOTAL COMMITMENTS: $175,000,000 CONSENT AND REAFFIRMATION OF GUARANTORS Each of the undersigned (i) acknowledges receipt of the foregoing Amended and Restated Credit Agreement (the "Replacement Agreement"), (ii) consents to the execution and delivery of the Replacement Agreement by the parties thereto and (iii) reaffirms all of its obligations and covenants under the Guaranty Agreement dated as of March 28, 1996 executed by it, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the Replacement Agreement. In addition, (a) the General Partner certifies that it is authorized to execute the Replacement Agreement on behalf of the Borrower and to bind the Borrower thereby, that it is authorized to execute this Consent and Reaffirmation of Guarantors on behalf of Gables-Tennessee Properties and to bind Gables-Tennessee Properties hereby, that since March 28, 1996, there has been no amendment to the Borrower's Certificate of Limited Partnership, the Borrower's Partnership Agreement, the General Partner's Certificate of Incorporation or the General Partner's Bylaws, and that each of such documents, as in effect on March 28, 1996, continues in full force and effect as of the date hereof and that since March 28, 1996, there has been no amendment to its Partnership Agreement and that its Partnership Agreement, as in effect on March 28, 1996 continues in full force and effect as of the date hereof, except that the Partnership Agreement was amended on July 24, 1997, to create preferred units in response to an issuance of preferred shares, and to make other changes relating thereto; and (b) GBP hereby certifies that since March 29, 1996, there has been no amendment to its Declaration of Trust or its Bylaws, except as indicated in the Secretary's Certificate to the Agent, and that each of such documents, as in effect on March 28, 1996, and as amended as indicated in such Secretary's Certificate, continues in full force and effect as of the date hereof. This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. GABLES GP, INC.

  • Xxxx, Xx Xxxxxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxxxxxx, CEO Email: Xx.Xxxxxxxxxx@xxx.xxx ​ with a copy to : ​ Stock Yards Bancorp, Inc.

  • Xxxxxx Xxx Xxxxxx Xxx, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

  • Xxxxx Xxxx Xxxxxx Kanarek -------------------------------------- Xxx: 000-000-6406 Print Name: Sven H. Borho Fxx: 000-000-6444 Print Tixxx: Xxxxxxx; OrbiMed Advisors LLC Subscriptiox Xxxxxx: $023,710.69 ------------------- Shares Purchased: 49,673 ----------------------- SECURITY DELIVERY INSTRUCTIONS (IF DIFFERENT THAN NOTICE ADDRESS) [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT] KNIGHTSBRIDGE POST VENTURE IV L.P. --------------------------------------- Address for Notice: Print Entity Name ------------------ OrbiMed Advisors LLC 767 Third Avenue 00xx Xxxxx Xxx Xxxx, XX 00000

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