Xxx X Sample Clauses

Xxx X. XXXXXXX ---------------------------------- XXX X. XXXXXXX Notary Public, State of New York No. 02F14788741 Qualified in New York County Commission Expires August 31, 0000 XXXXX XX XXX XXXX : ss. COUNTY OF NEW YORK : BE IT REMEMBERED, that on this 1 day of November, 1999, before me, the subscriber, personally appeared Xxxxxxx X. Xxxxxxx, who I am satisfied is the Senior Vice President and Chief Financial Officer of XXXX CORPORATION OF CONNECTICUT, the corporation named in and subscribing to the foregoing instrument; and he, being by me duly sworn, acknowledged, deposed and said that such instrument was made by such corporation, and that he signed and delivered the same as such officer of such corporation as its voluntary act and deed for the uses and purposes therein expressed.

Xxx X. Xxx, Esq., Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary of the Company, or another of the Company’s counsel satisfactory to the Representatives, shall have furnished to the Representatives his or her written opinion, dated the Time of Delivery, in form and substance satisfactory to the Representatives, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Minnesota, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package and the Prospectus; (ii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction where, in light of the nature of the business transacted or the property owned by it, such qualification is necessary and the failure so to qualify might in such counsel’s opinion permanently impair title to property material to its operations or its right to enforce a material contract against others or expose it to substantial liabilities in such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause (ii) upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company; provided that such counsel shall state that such counsel believes that both the Representatives and such counsel are justified in relying upon such opinions and certificates); (iii) Each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction where, in light of the nature of the business transacted or the property owned by it, such qualification is necessary and the failure so to qualify might in such counsel’s opinion permanently impair title to property material to its operations or its right to enforce a material contract against others or expose it to substantial liabilities in such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause (iii) upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries; provided that such counsel shall stat...

Xxx X. Xxxxxx and his Affiliates own and control EPE GP, EPD GP and TPP GP. As a result of the potential conflicts generated by this cross-ownership, Xx. Xxxxxx shall limit his access to information and his ability to control the management of the TPP Partnership Entities as described below.

Xxx X. Xxxxxxxx Xxxxxxx Xxxxx

Xxx X. Xxxxx is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company With the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

Xxx X. Xxxx is not the Chairman and Chief Executive Officer of the Company: (a) all units, stock options, incentive stock options, performance shares, stock appreciation rights and restricted stock granted and held by Executive immediately prior to such termination will immediately become 100% vested; and (b) the Executive’s right to exercise any previously unexercised options will not terminate until the latest date on which such option would expire but for Executive’s termination of employment. To the extent the Company is unable to provide for one or both of the foregoing rights the Company will provide in lieu thereof a lump-sum cash payment equal to the difference between the total value of such units, stock options, incentive stock options, performance shares, stock appreciation rights and shares of restricted stock (the “Equity Compensation Rights”) with the foregoing rights as of the date of Executive’s termination of employment and the total value of the Equity Compensation Rights without the foregoing rights as of the date of the Executive’s termination of employment. The foregoing amounts will be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board and the cash payment, if any, will be paid in a lump sum in the case of a termination under paragraph 6.1.1, at the same time as the severance payment is otherwise due under such paragraph, and in the case of a termination under paragraph 6.3, at the same time the payment is due under such paragraph. The right to the foregoing termination compensation under clauses (a) and (b) above is subject to the Executive’s execution and nonrevocation of the Company’s Separation Agreement and General Release, substantially in the form attached to this Agreement, which will operate as a release of all legally waivable claims against the Company and its affiliates, employees and directors. Such payment is further conditioned upon the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Xxx X. Xx, The promises and challenges of fusion constructs in protein biochemistry and enzymology. Appl. Microbiol. Biotechnol. 100, 8273–8281 (2016).

Xxx X. Xxxxxxx, represents Antigua and Barbuda, the Bahamas, Barbados, Belize, Canada, Dominica, Grenada, Ireland, Jamaica, St. Kitts and Nevis, St. Lucia, St. Xxxxxxx and the Grenadines.

Xxx X. X.; Qu, G. Improving PUF security with regression-based distiller. ACM/IEEE Design Automation Conf.; Austin, TX, May 2013; pp. 1–6.

Xxx X. X., a company headquartered in the City and State of São Paulo, at Xx. Xxxxxxxx, 000, Xxxx 00, Xxxxxxxxx Taxpayer's ID (CNPJ/MF) 01.832.635/0001 ‑18, herein represented by its Bylaws and by its Executive Officers, Messrs. Xxxxx Xxxxxxx Xxxx, who also signs as Xxxxx Xxxxxx Neto, a Brazilian citizen, married, aeronaut, Individual Taxpayer's Register (CPF/MF) 012.237.358 ‑85 and Identity Card (RG) 3.818.902 ‑1 SSP/SP, and Líbano Xxxxxxx Xxxxxxx, a Brazilian citizen, married, economist, Identity Card (RG) M‑2.063.971 ‑SSP/SP and Individual Taxpayer's Register (CPF) 421.016.386 ‑49, both with business address in the City and State of São Paulo, with offices at Xx. Xxxxxxxx, 000, Xxxx 0, Xxxxxx Xxxx ("Company");