That Messrs Sample Clauses

That Messrs. Ma and Tsai, by execution of these Alipay Bonus Rights Resolutions, hereby waive the requirement under the Independent Actions Resolutions to hold a Transaction Meeting in connection with the resolutions set forth herein and hereby consent to adoption of the resolutions listed above by written resolution of the Independent Directors. [Signature page follows] Alibaba Group Holding Limited Board of Directors Resolutions in Writing Exercise by Alipay HoldCo of Real Estate Option and Transfer of Bonus Points Business Ma Xxx Xxxxxxx X. Xxxxx Dated: November , 2012 Dated: November , 2012 Xxxxxxxxx Xxx Xxxxxx X. Xxxx Dated: November , 2012 Dated: November , 2012 Alibaba Group Holding Limited Board of Directors Resolutions in Writing Exercise by Alipay HoldCo of Real Estate Option and Transfer of Bonus Points Business AMENDMENT TO FORM OF CROSS-LICENSE AGREEMENT
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That Messrs. Xxxxxx and Xxxxxx, as directors of GFAC, breached fiduciary duties to GFAC; (2) that GFC and Third Aircraft knowingly and/or dishonestly assisted such breaches; (3) that all defendants conspired to deprive GFAC of assets and advance the interests of GFC and Third Aircraft at the expense of GFAC; and (4) that Third Aircraft was unjustly enriched. The complaint seeks damages (in respect of claims (1), (2) and (3)) in an amount including, but not necessarily limited to, approximately $227.6 million, and (in respect of claim (4)) in an amount including, but not necessarily limited to, approximately $77.8 million. GFC has indemnified Messrs. Xxxxxx and Xxxxxx against losses they suffer or incur as a result of their service as GFAC directors. The Company believes there is no valid basis for any claim made by the FHG Liquidators in the complaint against GFC, Third Aircraft, and/or Messrs.
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That Messrs. Ma and Tsai, by execution of these LJZ Rights Resolutions, hereby waive the requirement under the Independent Actions Resolutions to hold a Transaction Meeting in connection with the resolutions set forth herein and hereby consent to adoption of the resolutions listed above by written resolution of the Independent Directors.
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That Messrs. Ma and Tsai, by execution of these Alipay Bonus Rights Resolutions, hereby waive the requirement under the Independent Actions Resolutions to hold a Transaction Meeting in connection with the resolutions set forth herein and hereby consent to adoption of the resolutions listed above by written resolution of the Independent Directors. [Signature page follows] Alibaba Group Holding Limited Board of Directors Resolutions in Writing Exercise by Alipay HoldCo of Real Estate Option and Transfer of Bonus Points Business /s/ Ma Yun /s/ Xxxxxxx X. Xxxxx Ma Xxx Xxxxxxx X. Xxxxx Dated: November 16, 2012 Dated: November 15, 2012 (Hong Kong: 1 00 pm) (CA Time) /s/ Xxxxxxxxx Xxx /s/ Xxxxxx X. Xxxx Xxxxxxxxx Xxx Xxxxxx X. Xxxx Dated: November 16, 2012 Dated: November 16, 2012 (Tokyo, 12:30 pm) (Hong Kong: 1:00 pm) Alibaba Group Holding Limited Board of Directors Resolutions in Writing Exercise by Alipay HoldCo of Real Estate Option and Transfer of Bonus Points Business November , 2012 Alibaba Group Holding Limited c/o Alibaba Group Services Limited 00xx Xxxxx, Xxxxx Xxx Xxxxx Xxxxxx 0 Xxxxxxxx Xxxxxx Causeway Bay Hong Kong Dear Sirs: We refer to (i) the Real Estate Option Agreement dated as of July 29, 2011 (the “Real Estate Option Agreement”) by and between Alibaba Group Holding Limited (“Alibaba Group”) and 浙江阿里巴巴电子商务有限公司 (Zhejiang Alibaba E-Commerce Co., Ltd.) (“Alipay HoldCo”), and (ii) the notice (the “Option Exercise Notice”) delivered by Alipay HoldCo to Alibaba Group on March 19, 2012 by which Alipay HoldCo elected to exercise its option under the Real Estate Option Agreement to acquire, and/or designate OpCo to acquire, from subsidiaries of the Company the rights (the “LJZ Rights”) to negotiate and enter into the LJZ Property Framework Agreement and to acquire the rights under the LJZ Property Framework Agreement, for no consideration. We hereby confirm that pursuant to the Real Estate Option Agreement and by delivery of the Option Exercise Notice, Alipay HoldCo shall become the owner or the LJZ Rights and shall therefore be responsible for payment of all costs and expenses relating thereto, whether incurred before or after delivery of the Option Exercise Notice (the “Expenses”), and Alipay HoldCo shall indemnify Alibaba Group upon demand for any such Expenses and also from any taxes arising from the exercise of the option by Alipay HoldCo under the Real Estate Option Agreement. We would appreciate receiving your acknowledgement and agreement to this by your sig...
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That Messrs. Ma and Tsai, by execution of these Alipay Bonus Rights Resolutions, hereby waive the requirement under the Independent Actions Resolutions to hold a Transaction Meeting in connection with the resolutions set forth herein and hereby consent to adoption of the resolutions listed above by written resolution of the Independent Directors.
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That Messrs. Xxx Xxxxxxxx Xxxxxx and Xxxxxxx Xxxxxx Xxxxx Xxxxxx have the necessary corporate authority to execute this Agreement on behalf of BBVA Bancomer, as provided in public deed numbers 87,082 and 87,099 dated as of August 28, 2006 and August 29, 2006, respectively, both issued by Xx. Xxxxxx de Xxxxx Xxxxx, Notary Public Number 137 residing in Mexico City, Federal District, and recorded in the Public Registry of Mexico City, Federal District under commercial number 4,498, dated as of September 7, 2006 and September 22, 2006, respectively, which authority has not been revoked or limited as of the date of this Agreement. In accordance to the foregoing, the parties hereby agree to the following:
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That Messrs. Ward, Levine and Stack individually shall have the right to insist thax xxeix xxxividual names shall not be used in connection with approaches to particular prospective supporters, endorsers, or users of R-TEC'S existing or proposed product and service lines, but that all of said three consultants hereby accept membership on R-TEC's Board of Advisors, with such acceptances conferring normal disclosure rights re same on R-TEC, and
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That Messrs. Xxxxx and Xxxxx shall have signed agreements stating that neither shall publicly sell any of his shares for 90 days after the Closing; AND THEREAFTER THEY WILL NOT SELL COLLECTIVELY IN ANY CALENDAR MONTH, MORE THAN THE GREATER OF (A) 1/4 OF 1% OF THE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING, OR (B) 20,000 SHARES, without COLONY's prior written consent; AND
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That Messrs. Xxxxxx Xxxxx Xxxxxx and Xxxxx Xxxxxxx Becerrril have been granted the power to participate in the execution hereof on behalf of BANCOMER, which authority is shown in notarial instrument number 82,138 dated February 3, 2005 executed before Notary Public number 137, and which authority has not been revoked or amended in any way whatsoever.
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Related to That Messrs

  • Opinion and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.

  • Opinion of Counsel for the Underwriter The Underwriters shall have received on and as of the Closing Date an opinion of Sidley Austin LLP, counsel for the Underwriters, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Counsel for Initial Purchasers If requested by the Representatives, the favorable opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

  • Opinion of Counsel for the Initial Purchasers On the Closing Date the Initial Purchasers shall have received the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Counsel for the Selling Stockholders At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of Counsel for the Selling Stockholder At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Hogan Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request.

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