Xxxx and Xxxxxx X. Caudal as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign any and all amendments (including all pre-effective and post-effective amendments) to the 1933 Act Registration Statement and any 1934 Act Registration Statement and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his respective substitute or substitutes, shall do or cause to be done by virtue hereof.
Xxxx and Xxxxxx X. Xxxxxxx shall have executed and delivered to the Company and Parent an Employment Agreement in the form of Exhibit B providing for such salaries and severance benefits and specify the number of Parent Shares that will be subject to options held by such person as are specified for such person in Schedule 6.2(h), and all such Employment Agreements shall be in full force and effect. Section 6.3
Xxxx and Xxxxxx X. Xxxxxx, and each of them, his, her or its, as the case may be, true and lawful attorneys-in-fact, and agents, with full power of substitution and resubstitution, for the Sponsor or such Trustee and in the Sponsor's or such Trustee's name, place and stead, in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments thereto, relating thereto filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Sponsor or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Xxxx and Xxxxxx X. Xxxx as members of the board of directors of Speedline and any of the Subsidiaries of which they are directors, and cause AS International, Inc. to resign as managing director of ASW-II, or cause otherwise the cessation from office of such directors as of the Closing Date; e) appoint as members of the board of directors of Speedline and its Subsidiaries, those members who shall have been identified by the Purchaser and notified to the Seller at least three (3) Business Days prior to the Closing Date; f) use its best reasonable efforts to cause the (actual and alternate) members of the board of statutory auditors of Speedline and the Subsidiaries to resign from office on or as of the Closing Date; g) deliver to the Purchaser all the corporate and accounting books and records of ASW-II, Speedline and the Subsidiaries. 4.4
Xxxx and Xxxxxx X. Xxxxxxx agree to subordinate their secured shareholder loan to this new loan up to an amount of $350,000. Written confirmation of such loan shall be provided to Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxxx.
Xxxx and Xxxxxx X. Xxxxxxx agree to exchange approximately $240,000 of their secured debt for a KCK receivable due Broadway Squeeze, Inc. in the amount of approximately $240,000, subject to Bankruptcy Court approval.
Xxxx and Xxxxxx X. Xxxxxxx shall have a secured claim in the bankruptcy proceeding of $125,000, and an unsecured claim of approximately $225,000. The secured loan to Xxxxxx X.
Xxxx and Xxxxxx X. Xxxxxxx shall be paid by KCK commencing November 1, 1997 with interest at ten percent per annum, amortized over a sixty month period with the remaining unpaid balance of principal and interest due October 1, 2002. Payment shall be made each month in the amount of $2,655.89.
Xxxx and Xxxxxx X. Xxxx Descendants Trust. The above-referenced stock shall be free and clear of all liens and encumbrances except Permitted Liens.
Xxxx and Xxxxxx X. Xxxx with the Company, and Buyer shall enter into the non-compete agreements with Xxxx X. Xxxx and Xxxxxx X. Xxxx substantially in the forms of Exhibits B and C hereto, respectively.
