Xxxxx and Xxxxxxxx X. Xxxxx) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or
Xxxxx and Xxxxxxxx X. Xxxxx) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or
Xxxxx and Xxxxxxxx X. Xxxxx) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Company’s assets and the assets of the Company’s Subsidiaries, taken as a whole, to any “person” (as that term is defined in Section 13(d)(3) of the Exchange Act) (other than the Company or one of its Subsidiaries). Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.
Xxxxx and Xxxxxxxx X. Xxxxx) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Guarantor’s Voting Stock or other Voting Stock into which the Guarantor’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Guarantor’s assets and the assets of the Guarantor’s Subsidiaries, taken as a whole, to any “person” (as that term is defined in Section 13(d)(3) of the Exchange Act) (other than the Guarantor or one of its Subsidiaries); or (3) the Guarantor ceases to own, directly or indirectly, 100% of the equity interests of the Company, other than as a result of the merger or consolidation of the Company with and into the Guarantor. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Guarantor becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Guarantor’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.
Xxxxx and Xxxxxxxx X. Xxxxx ---------------------------------------- Dear Sirs: The undersigned, a stockholder and an officer and director of Xxxxxxx Corporation, a Delaware corporation (the "Company"), understands that Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") proposes to enter into a Purchase Agreement (the "Purchase Agreement") with the Company and the Selling Shareholders providing for the public offering of shares (the "Securities") of the Company's common stock, par value $0.01 per share (the "Common Stock"). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter to be named in the Purchase Agreement that, during a period of 90 days from the date of the Purchase Agreement, such Selling Shareholder will not, and such Selling Shareholder will cause Capital Yield Corporation, Equity Group Holdings LLC, Equity Group Holdings II LLC and Equity Group Holdings III LLC not to, without the prior written consent of Xxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company's Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided -------- that during such period such Selling Shareholder, Capital Yield Corporation, Equity Group Holdings LLC, Equity Group Holdings II LLC and Equity Group Holdings III LLC may make gifts of shares of Common Share or securities convertible into Common Share or may transfer to its affiliates shares of Common Share or securitie...
Xxxxx and Xxxxxxxx X. Xxxxx, husband and wife. day of Notary Public XXXXXX HOMES, INC., a Minnesota corporation By: Name: Title: STATE OF COUNTY OF ) ) ss The foregoing instrument was acknowledged before me on this day of , 2016 by Xxxxxx Homes, Inc., a Minnesota corporation, on behalf of the corporation. Notary Public BOLLIS OWNERS: XXXXXXXXXXX XXXXXX XXXX XXXXXX STATE OF COUNTY OF ) ) ss The foregoing instrument was acknowledged before me on this , 2015 by Xxxxxxxxxxx Xxxxxx and Xxxx Xxxxxx, husband and wife. day of Notary Public XXXXXXXXXXX XXXXXX XXXXXX XXXXXX STATE OF COUNTY OF ) ) ss The foregoing instrument was acknowledged before me on this , 2016 by Xxxxxxxxxxx Xxxxxx and Xxxxxx Xxxxxx, husband and wife. day of Notary Public KINTYRE HOA: KINTYRE TWO HOMEOWNERS ASSOCIATION, INC. STATE OF ) ) COUNTY OF ) By: _ Printed: Xxxxxxx Xxxx Title: President The foregoing instrument was acknowledged before me on this day of , 2016 by Xxxxxxx Xxxx, the President of Kintyre Two Homeowners Association, Inc., a Minnesota non-profit corporation, on behalf of the non-profit corporation. Notary Public DRAFTED BY AND WHEN RECORDED RETURN TO: Xxxxxxxx & Xxxxxxxx PLLP 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 EXHIBIT A Legal Description of the Kintyre Parcels Xxxx 0-0, Xxxxx 0, Xxxx 0-0, Xxxxx 2, Outlot A, Outlot B, Outlot C, and Outlot D, Kintyre Two, Hennepin County, Minnesota. EXHIBIT B Legal Description of Outlot D Outlot D, Kintyre Two, Hennepin County, Minnesota Parcel 1: EXHIBIT C Legal Description of the Bollis Parcels Part of the West 1/2 of the Southeast 1/4 of Section 32, Township 118, Range 23 as follows: Beginning at the southwest corner of the Northwest 1/4 of the Southeast 1/4 of Section 32, Township 118, Range 23; thence East 13 1/3 rods; thence North 12 rods; thence West 13 1/3 rods; thence North 30 rods; thence East 80 rods to the East line of said Northwest 1/4 of the Southeast 1/4; thence South 42 rods; thence West to a point 14 1/3 rods east of point of beginning, thence South 1 rod; thence West 14 1/3 rods; thence north 1 rod to point of beginning. Parcel 2: Xxx 0, Xxxxx 0, Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxx. EXHIBIT D
Xxxxx and Xxxxxxxx X. Xxxx. Xxxxx carries a dual major in math- ematics and physics. He is president of the undergraduate Mathematics and Statistics Club and recently visited local high school students to encourage them to consider col- lege majors in mathematics. He plans to study for a Ph.D. in mathematics. Xxxx is majoring in applied mathematics with a minor in statistics. She is a Native American from the Navajo tribe. She mentors other students in math and statistics with the STEM program at the University of New Mexico. She plans to earn a graduate degree in statistics and eventually to return to the Navajo Nation to work in data collection and analysis.
Xxxxx and Xxxxxxxx X. Xxxxx) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the equity securities of Xxxxxxx (before the Distribution Time) or the Company (following the Distribution Time) entitled to vote for members of the board of directors or equivalent governing body of Xxxxxxx (before the Distribution Time) or the Company (following the Distribution Time) on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or
Xxxxx and Xxxxxxxx X. Xxxxx addressed to the Representatives. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Shearman & Sterling, counsel for the Underwriters, at 000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, XX 00000, on the Closing Date.
Xxxxx and Xxxxxxxx X. Xxxxx) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such option right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) (or individuals previously approved under this clause (iii)) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (in each case, with such approval either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director). Notwithstanding the foregoing, in no event shall a Change of Control be deemed to occur as a result of the Separation Transactions or the Xxxxxxx Dividend or as a result of any changes in the board of directors of the Company in connection with, or occurring as a result of, the Separation Transactions or the Xxxxxxx Dividend. “Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01. “CME” means CME Group Benchmark Administration Limited. “Code” means the Internal Revenue Code of 1986. “Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01 and (b) purchase participat...
