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;
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.
Comverge Comverge hereby represents and warrants the following:
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):
Sincerely, s/ Xxxx Xxxxx ---------------------------------------- Xxxx Xxxxx Senior Vice President ING Investors Trust ING Mutual Funds ING Variable Insurance Trust ACCEPTED AND AGREED TO: The Bank of New York By: /s/ Xxxxxx X. XxXxxx --------------------------------- Name: Xxxxxx X. XxXxxx Title: Managing Director, Duly Authorized 0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investors Trust Scottsdale, AZ 00000-0000 Fax: 000-000-0000 ING Mutual Funds xxx.xxxxxxxx.xxx ING Variable Insurance Trust AMENDED EXHIBIT A FUND EFFECTIVE DATE ---- ------------------ ING CORPORATE LEADERS TRUST FUND ING Corporate Leaders Trust - Series A May 17, 2004 ING Corporate Leaders Trust - Series B May 17, 2004 ING EQUITY TRUST ING Convertible Fund June 9, 2003 ING Disciplined LargeCap Fund June 9, 2003 ING Financial Services Fund June 9, 2003 ING Fundamental Research Fund December 28, 2005 ING LargeCap Growth Fund June 9, 2003 ING LargeCap Value Fund February 1, 2004 ING MidCap Opportunities Fund June 9, 2003 ING MidCap Value Choice Fund February 1, 2005 ING MidCap Value Fund June 9, 2003 ING Opportunistic LargeCap Fund December 28, 2005 ING Principal Protection Fund June 2, 2003 ING Principal Protection Fund II June 2, 2003 ING Principal Protection Fund III June 2, 2003 ING Principal Protection Fund IV June 2, 2003 ING Principal Protection Fund V June 2, 2003 ING Principal Protection Fund VI June 2, 2003 ING Principal Protection Fund VII May 1, 2003 ING Principal Protection Fund VIII October 1, 2003 ING Principal Protection Fund IX February 2, 2004 ING Principal Protection Fund X May 3, 2004 ING Principal Protection Fund XI August 16, 2004 ING Principal Protection Fund XII November 15, 2004 ING Principal Protection Fund XIII TBD ING Principal Protection Fund XIV TBD ING Real Estate Fund June 9, 2003 ING SmallCap Opportunities Fund June 9, 2003 ING SmallCap Value Choice Fund February 1, 2005 ING SmallCap Value Fund June 9, 2003 ING FUNDS TRUST ING Classic Money Market Fund April 7, 2003 ING GNMA Income Fund April 7, 2003 ING High Yield Bond Fund April 7, 2003 ING Institutional Prime Money Market Fund July 29, 2005 ING Intermediate Bond Fund April 7, 2003 ING National Tax-Exempt Bond Fund April 7, 2003 ING GET FUND ING GET Fund - Series N July 14, 2003 ING GET Fund - Series P July 14, 2003 ING GET Fund - Series Q July 14, 2003 ING GET Fund - Series R July 14, 2003 ING GET Fund - Series S July 14, 2003 ING GET Fund - Series T July 14, 2003 ING GET Fund - Series U July 14, 2003 ING GET Fund - Series V March 13, 2003 ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND March 28, 2005 ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND October 27, 2005 ING INVESTMENT FUNDS, INC. ING MagnaCap Fund June 9, 2003 ING INVESTORS TRUST ING AllianceBernstein Mid Cap Growth Portfolio January 6, 2003 ING American Funds Growth Portfolio September 2, 2003 ING American Funds Growth-Income Portfolio September 2, 2003 ING American Funds International Portfolio September 2, 2003 ING Capital Guardian Small/Mid Cap Portfolio January 13, 2003 ING Capital Guardian U.S. Equities Portfolio January 13, 2003 ING Disciplined Small Cap Value Portfolio April 28, 2006 ING Eagle Asset Capital Appreciation Portfolio January 6, 2003 ING EquitiesPlus Portfolio April 28, 2006 ING Evergreen Health Sciences Portfolio May 3, 2004 ING Evergreen Omega Portfolio May 3, 2004 ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003 ING FMR(SM) Earnings Growth Portfolio April 29, 2005 ING FMR(SM) Equity Income Portfolio July 17, 2006 ING Franklin Income Portfolio April 28, 2006 ING Global Real Estate Portfolio January 3, 2006 ING Global Resources Portfolio January 13, 2003 ING Xxxxxxx Xxxxx Tollkeeper(SM) Portfolio January 6, 2003 ING International Portfolio January 13, 2003 ING Janus Contrarian Portfolio January 13, 2003 ING JPMorgan Emerging Markets Equity Portfolio January 13, 2003 ING JPMorgan Small Cap Equity Portfolio January 13, 2003 ING JPMorgan Value Opportunities Portfolio April 29, 2005 ING Xxxxxx Xxxx Foreign Portfolio January 13, 2003 ING Xxxx Xxxxx Partners All Cap Portfolio January 6, 2003 ING Xxxx Xxxxx Value Portfolio January 13, 2003 ING LifeStyle Aggressive Growth Portfolio May 1, 2004 ING LifeStyle Growth Portfolio May 1, 2004 ING LifeStyle Moderate Growth Portfolio May 1, 2004 ING LifeStyle Moderate Portfolio May 1, 2004 ING Limited Maturity Bond Portfolio January 6, 2003 ING Liquid Assets Portfolio January 6, 2003 ING Lord Xxxxxx Affiliated Portfolio January 6, 2003 ING MarketPro Portfolio August 1, 2005 ING MarketStyle Growth Portfolio August 1, 2005 ING MarketStyle Moderate Growth Portfolio August 1, 2005 ING MarketStyle Moderate Portfolio August 1, 2005 ING Xxxxxxx Growth Portfolio January 13, 2003 ING Xxxxxxx International Opportunities Portfolio April 29, 2005 ING Mercury Large Cap Growth Portfolio January 6, 2003 ING Mercury Large Cap Value Portfolio January 6, 2003 ING MFS Mid Cap Growth Portfolio January 13, 2003 ING MFS Total Return Portfolio January 13, 2003 ING MFS Utilities Portfolio April 29, 2005 ING Xxxxxxxxxxx Main Street Portfolio(R) January 13, 2003 ING PIMCO Core Bond Portfolio January 13, 2003 ING PIMCO High Yield Portfolio November 5, 2003 ING Pioneer Equity Income Portfolio July 17, 2006 ING Pioneer Fund Portfolio April 29, 2005 ING Pioneer Mid Cap Value Portfolio April 29, 2005 ING Stock Index Portfolio November 5, 2003 ING X. Xxxx Price Capital Appreciation Portfolio January 13, 2003 ING X. Xxxx Price Equity Income Portfolio January 13, 2003 ING Xxxxxxxxx Global Growth Portfolio January 13, 2003 ING UBS U.S. Allocation Portfolio January 6, 2003 ING Xxx Xxxxxx Equity Growth Portfolio January 13, 2003 ING Xxx Xxxxxx Global Franchise Portfolio January 13, 2003 ING Xxx Xxxxxx Growth and Income Portfolio January 13, 2003 ING Xxx Xxxxxx Real Estate Portfolio January 13, 2003 ING VP Index Plus International Equity Portfolio July 29, 2005 ING Xxxxx Fargo Mid Cap Disciplined Portfolio January 6, 2003 ING Xxxxx Fargo Small Cap Disciplined Portfolio November 30, 2005 ING MAYFLOWER TRUST ING International Value Fund November 3, 2003 ING MUTUAL FUNDS ING Diversified International Fund December 7, 2005 ING Emerging Countries Fund November 3, 2003 ING Emerging Markets Fixed Income Fund December 7, 2005 ING Foreign Fund July 1, 2003 ING Global Bond Fund June 19, 2006 ING Global Equity Dividend Fund September 2, 2003 ING Global Real Estate Fund November 3, 2003 ING Global Value Choice Fund November 3, 2003 ING Greater China Fund December 7, 2005 ING Index Plus International Equity Fund December 7, 2005 ING International Capital Appreciation Fund December 7, 2005 ING International Fund November 3, 2003 ING International Real Estate Fund February 28, 2006 ING International SmallCap Fund November 3, 2003 ING International Value Choice Fund February 1, 2005 ING Precious Metals Fund November 3, 2003 ING Russia Fund November 3, 2003 ING PARTNERS, INC. ING American Century Large Company Value Portfolio January 10, 2005 ING American Century Select Portfolio January 10, 2005 ING American Century Small-Mid Cap Value Portfolio January 10, 2005 ING Baron Asset Portfolio December 7, 2005 ING Baron Small Cap Growth Portfolio January 10, 2005 ING Columbia Small Cap Value II Portfolio April 28, 2006 ING Xxxxx Venture Value Portfolio January 10, 2005 ING Fidelity(R) VIP Contrafund(R) Portfolio November 15, 2004 ING Fidelity(R) VIP Equity-Income Portfolio November 15, 2004 ING Fidelity(R) VIP Growth Portfolio November 15, 2004 ING Fidelity(R) VIP Mid Cap Portfolio November 15, 2004 ING Fundamental Research Portfolio January 10, 2005 ING Xxxxxxx Xxxxx(R) Capital Growth Portfolio January 10, 2005 ING Xxxxxxx Xxxxx(R) Structured Equity Portfolio January 10, 2005 ING JPMorgan International Portfolio January 10, 2005 ING JPMorgan Mid Cap Value Portfolio January 10, 2005 ING Xxxx Xxxxx Partners Aggressive Growth Portfolio January 10, 2005 ING Xxxx Xxxxx Partners Large Cap Growth Portfolio January 10, 2005 ING Lord Xxxxxx U.S. Government Securities Portfolio December 7, 2005 ING MFS Capital Opportunities Portfolio January 10, 2005 ING Xxxxxxxxx Xxxxxx Partners Portfolio December 7, 2005 ING Xxxxxxxxx Xxxxxx Regency Portfolio December 7, 2005 ING OpCap Balanced Value Portfolio January 10, 2005 ING Xxxxxxxxxxx Global Portfolio January 10, 2005 ING Xxxxxxxxxxx Strategic Income Portfolio January 10, 2005 ING PIMCO Total Return Portfolio January 10, 2005 ING Pioneer High Yield Portfolio December 7, 2005 ING Solution 2015 Portfolio April 29, 2005 ING Solution 2025 Portfolio April 29, 2005 ING Solution 2035 Portfolio April 29, 2005 ING Solution 2045 Portfolio April 29, 2005 ING Solution Income Portfolio April 29, 2005 ING X. Xxxx Price Diversified Mid Cap Growth Portfolio January 10, 2005 ING X. Xxxx Price Growth Equity Portfolio January 10, 2005 ING Xxxxxxxxx Foreign Equity Portfolio November 30, 2005 ING UBS U.S. Large Cap Equity Portfolio January 10, 2005 ING UBS U.S. Small Cap Growth Portfolio April 28, 2006 ING Xxx Xxxxxx Xxxxxxxx Portfolio January 10, 2005 ING Xxx Xxxxxx Equity and Income Portfolio January 10, 2005 ING SERIES FUND, INC. Brokerage Cash Reserves June 2, 2003 ING 130/30 Fundamental Research Fund April 28, 2006 ING Aeltus Money Market Fund June 2, 2003 ING Balanced Fund June 2, 2003 ING Equity Income Fund June 9, 2003 ING Global Science and Technology Fund June 2, 2003 ING Growth Fund June 9, 2003 ING Index Plus LargeCap Fund June 9, 2003 ING Index Plus MidCap Fund June 9, 2003 ING Index Plus SmallCap Fund June 9, 2003 ING International Growth Fund November 3, 2003 ING Small Company Fund June 9, 2003 ING Strategic Allocation Conservative Fund June 2, 2003 ING Strategic Allocation Growth Fund June 2, 2003 ING Strategic Allocation Moderate Fund June 2, 2003 ING STRATEGIC ALLOCATION PORTFOLIOS, INC. ING VP Strategic Allocation Conservative Portfolio July 7, 2003 ING VP Strategic Allocation Growth Portfolio July 7, 2003 ING VP Strategic Allocation Moderate Portfolio July 7, 2003 ING VARIABLE FUNDS ING VP Growth and Income Portfolio July 7, 2003 ING VARIABLE INSURANCE TRUST ING GET U.S. Core Portfolio - Series 1 June 13, 2003 ING GET U.S. Core Portfolio - Series 2 September 12, 2003 ING GET U.S. Core Portfolio - Series 3 December 12, 2003 ING GET U.S. Core Portfolio - Series 4 March 12, 2004 ING GET U.S. Core Portfolio - Series 5 June 11, 2004 ING GET U.S. Core Portfolio - Series 6 September 10, 2004 ING GET U.S. Core Portfolio - Series 7 December 10, 2004 ING GET U.S. Core Portfolio - Series 8 March 9, 2005 ING GET U.S. Core Portfolio - Series 9 June 8, 2005 ING GET U.S. Core Portfolio - Series 10 September 7, 2005 ING GET U.S. Core Portfolio - Series 11 December 6, 2005 ING GET U.S. Core Portfolio - Series 12 March 2, 2006 ING GET U.S. Core Portfolio - Series 13 June 22, 2006 ING VP Global Equity Dividend Portfolio November 3, 2003 ING VARIABLE PORTFOLIOS, INC. ING VP Global Science and Technology Portfolio July 7, 2003 ING VP Growth Portfolio July 7, 2003 ING VP Index Plus LargeCap Portfolio July 7, 2003 ING VP Index Plus MidCap Portfolio July 7, 2003 ING VP Index Plus SmallCap Portfolio July 7, 2003 ING VP International Equity Portfolio November 3, 2003 ING VP Small Company Portfolio July 7, 2003 ING VP Value Opportunity Portfolio July 7, 2003 ING VARIABLE PRODUCTS TRUST ING VP Financial Services Portfolio May 1, 2004 ING VP High Yield Bond Portfolio October 6, 2003 ING VP International Value Portfolio November 3, 2003 ING VP LargeCap Growth Portfolio October 6, 2003 ING XX XxxXxx Opportunities Portfolio October 6, 2003 ING VP Real Estate Portfolio May 1, 2004 ING VP SmallCap Opportunities Portfolio October 6, 2003 ING VP BALANCED PORTFOLIO, INC. July 7, 2003 ING VP INTERMEDIATE BOND PORTFOLIO July 7, 2003 ING VP MONEY MARKET PORTFOLIO July 7, 2003 ING VP NATURAL RESOURCES TRUST October 6, 2003
CHINA The following provisions govern your participation in the Plan if you are a national of the People’s Republic of China (“China”) resident in mainland China, as determined by the Company in its sole discretion:
Motorola retains the right to subcontract, in whole or in part, any effort required to fulfill its obligations under this Agreement, provided Motorola shall remain liable for performance hereunder.
VALIC (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect: (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the authority to enter into and perform the services contemplated by this Agreement, and (v) will immediately notify the SUB-ADVISER of the occurrence of any event that would disqualify VALIC from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
Conhecimento da Lingua O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (“Agreement” xx xxxxxx).
AMD to the Fixed Interest Account, beginning with the date of such transfer, shall be credited with the Current Rate of Interest under this contract which was in effect on the date the transferred contribution was originally deposited into the Fixed Interest Account under the previous AUL contract.