To the Shareholders i. On written notice from the Company confirming that the financing contemplated by the Prospectus shall not proceed, that no Issuance Shares shall be delivered to any Shareholders, and that the Purchase Funds ought to be returned to the respected Shareholders; or
ii. Upon the Escrow Agent being in possession of less than 1,000,000 shares in Purchase Funds and more than 270 days having elapsed from the effective date of the Prospectus. All Purchase Funds released by the Escrow Agent pursuant to the terms of this Agreement will cease to be governed or affected by this Agreement. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound in any way by: any notice of a claim or demand with respect thereto or any waiver, modification, amendment, termination or rescission of this Agreement unless received in writing and signed by the Company and the Shareholders, and, if its duties herein are affected, unless it shall have given its prior written consent thereto; or any other contract or agreement between the Company and the Shareholders whether or not the Escrow Agent has knowledge thereof or of its terms and conditions.
To the Shareholders i. Upon Xxxxxxx and Sierra providing written notice to the Escrow Agent that the Rescission Funds are to be released to the rescinding Shareholders pursuant to the Rescission Offering stating that the Rescission Offering has closed;
ii. The Escrow Agent being in possession of not less than $160,000 (US) in Rescission funds.
To the Shareholders i. On written notice from the Company confirming that the financing contemplated by the Prospectus shall not proceed, that no Issuance Shares shall be delivered to any Shareholders, and that the Purchase Funds ought to be returned to the respected Shareholders; or
ii. Upon the Escrow Agent being in possession of less than $50,000 (US) in Purchase Funds and more than 180 days having elapsed from the effective date of the Prospectus.
To the Shareholders. At the addresses set forth on Schedule I hereto. To the Buyer or the Buyer Subsidiary: ------------------------------------ c/o Hudson Advisors, L.L.C. 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Telecopy: (000) 000-0000 Attention: X.X. Dell, Esq. c/o U.S. Restaurant Properties, Inc. 00000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Telecopy: (000) 000-0000 Attention: Xxxxxx X. Xxxxxxx, CEO with a copy to: --------------
To the Shareholders. The Drag-Along Call Option may be exercised at any time after receipt by the Company of a Notice of Proposed Drag Along Sale and prior to the earlier of (x) the execution by the Company of a binding agreement for a Proposed Sale, or (y) the expiration of ninety (90) days following the receipt by the Company of a Notice of Proposed Drag Along Sale (the "Drag-Along Call Option Period").
To the Shareholders. At the addresses set forth on Schedule I hereto. To the Purchaser or the Merger Sub: ----------------------------------- c/o Hudson Advisors, L.L.C. 717 North Harwood Street, Suite 2100 Dallas, Texas 75200 Xxxxxxxxx: Marc L. Lipshy, Esq. Facsimile: (214) 459-1430 xxxx a copy to: -------------- Jenkens & Gilchrist, P.C. 1445 Ross Avenue, Suite 3200 Xxxlas, Texas 75202 Xxxxxxxxx: Robert G. McCormick, Esq. Gregory J. Schmixx, Xxx. Facsimile: (214) 855-4300 Xx xxx Company: --------------- Lone Star Steakhouse & Saloon, Inc. 224 East Douglas, Suite 700 Wichita, Kansas 67202 Xxxxxxxxx: John D. White Facsimile: (316) 264-5988 xxxx x xxxx to: -------------- Olshan Grundman Frome Rosenzweig & Wolosky LLP Park Avexxx Xxwxx 00 Xxxt 50xx Xxxeet New York, New York 10022 Xxxxxxxxx: Xxxxxx Xxxxxxx, Xxx. Xxxxxxile: (212) 451-2222 All notxxxx xxx xxxxx communications hereunder shall be xx xxxxxxx xxd shall be deemed to have been duly given when delivered in person, by facsimile, receipt confirmed, or on the next business day when sent by overnight courier or on the second succeeding business day when sent by registered or certified mail (postage prepaid, return receipt requested).
To the Shareholders. The board of directors and shareholders of each of XCEL and BioSelect and the board of directors of HESG have determined, subject to the terms and conditions set forth in this Agreement, that the transactions contemplated hereby are desirable and in the best interests of the parties hereto.
To the Shareholders. At the Closing, there shall be delivered to the Shareholders:
(a) the Dynamex Shares and the cash portion of the Purchase Price to be received by the Shareholders as contemplated by Section 2.1(a) hereof;
(b) a certificate, signed by the Vice President of Purchaser, as to the fulfillment of the conditions set forth in Sections 8.1 and 8.2 hereof;
(c) a copy of the consent referred to in Section 8.4 hereof;
(d) an opinion of Purchaser's counsel, dated the Closing Date, in form reasonably acceptable to the Shareholders; and
(e) all other items reasonably requested by the Shareholders.
To the Shareholders. The annual shareholder report for Xxxxxxxx Municipal Fund Series, Inc. follows this letter. The report contains a discussion with your Portfolio Managers, as well as each Fund's investment results, financial statements, and portfolio of investments on September 30, 2008. On November 7, 2008, the acquisition of the Funds' investment manager, J. & X. Xxxxxxxx & Co. Incorporated ("Xxxxxxxx"), by RiverSource Investments, a subsidiary of Ameriprise Financial (NYSE: AMP), will be complete. Xxxxxx Xxxxx and Xxxxxx Xxxxxxxxx will continue to serve as the Funds' portfolio managers. Shareholders voted in favor of approving a new investment management services agreement between the Funds and RiverSource Investments, LLC at a Special Meeting of Shareholders held on November 3, 2008. Shareholders also voted 10 directors to the Funds' Board at the Special Meeting. Details of the proxy vote can be found on page 81 of this report. We believe the acquisition of Xxxxxxxx by RiverSource Investments will create a stronger combined investment management business having greater resources, which should no doubt be in the best interest of shareholders. In conjunction with the acquisition of Xxxxxxxx, Xxxxxxx Xxxxx will become the Chairman of the Funds and Xxxxxxx Xxxxxxxx will assume the position of President. We thank you for your continued support of Xxxxxxxx Municipal Fund Series, and for the opportunity to have served as members of the Funds' Board. Respectfully,
To the Shareholders. Xxxxxxxxx Chateau Plaza, Suite 1700 2515 XxXxxxxx Xxxxxx, LB-17 Dallas, Texas 75201 Telecopy: (214) 000-0000 Copy to: Shanxxx X. Xxxx Hill & Metzxxx, X.L.L.C. Attorneys at Law One Turtle Creek Village 3878 Xxx Xxxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000-0000 Telecopy: (214) 000-0000 To the Parent: BrightStar Information Technology Group, Inc. Attn: President 10370 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopy: (713) 000-0000 Copy to:
