XXXXX XX XXXXXXXX. All deliverables and correspondence shall be delivered electronically to the COTR and the Contracting Officer concurrently. Paper mail and email addresses shall be set forth in any contract resulting from this solicitation.
XXXXX XX XXXXXXXX. Date: 1 December 2013
XXXXX XX XXXXXXXX. XXXXXX XX XXX XXXXXXXXX XX XXXXX ---------------------------------- I, EDWAXX X. XXXXX, XXCRETARY OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "SPECTRX, INC." FILED IN THIS OFFICE ON THE THIRTIETH DAY OF AUGUST, A.D. 1996, AT 9 O'CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. * * * * * * * * * * [SEAL OF THE SECRETARY OF STATE] -------------------------------------- Edwaxx X. Xxxxx, Xxcretary of State RESTATED CERTIFICATE OF INCORPORATION OF SPECTRX, INC. SpectRx, Inc., a Corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that:
XXXXX XX XXXXXXXX. XXXXXX XX XXXX
XXXXX XX XXXXXXXX. Xx. Xxxxxxxx has been a director since July 1, 2017. Xxxxx has a wide range of corporate, secretarial and trusts experience, in both offshore and onshore companies. In 1973 he became a partner in a local chartered accounting firm and in 1984 a principal in the Hong Kong office of Coopers & Xxxxxxx [now PWC] specializing in international corporate and secretarial services, and offshore tax structures. Upon his return to Auckland in 1994, he established and operated, several integrated medical centers, a surgical hospital in Auckland and a state of the art diagnostic center. He then spent 3 years working with World Vision fund raising for its micro finance arm “Vision Fund” involved with the capitalization and establishment of Vision Fund Cambodia. Reflecting his interest in health care delivery, in 2003 to this day, he became, and is a Trustee of the New Zealand based international medical aid charity, Medical Aid Abroad. Since 2006, Xxxxx has acted as a director, company secretary and treasurer for a group of international clients. Contemporaneously he established and operated, until recently, a unique world-first web based joint venture service for the New Zealand Government processing immigration medicals online in a secure platform through a company called NZimed Limited. He is a director of an immigration sector “lead generation” company, Leadgen Matrix Ltd, Business Epic Ltd, a company focused on assisting baby boomer SME owner operators maximize their business exit strategies and value, and Asia Capital (China) Ltd, a NZ registered Financial Services Provider facilitating investment into Australia and New Zealand. He is a director of several Hong Kong and Singapore companies as well as other NZ entities. Xx. Xxxxxxxx was educated at Kings College, Auckland, the son of a former New Zealand Cabinet Minister and diplomat. He is a graduate of the University of Auckland with a Bachelor of Commerce and further qualifications in accounting and taxation. Xxxxxxx Xxxxxxx– Xx. Xxxxxxx is a Principal of Public Communications Company, Beverly Hills, CA, representing publicly traded companies as a consultant in both public relations and investor relations. He also conducts research and writes due diligence reports for brokerages, public and private companies (xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx). He is also a partner in Troika Publishing Media, a digital new media company.
XXXXX XX XXXXXXXX. The principal place of business of the Partnership shall be 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000. The General Partner may from time to time change the principal place of business, and in such event the General Partner shall notify the Limited Partners in writing within thirty days of the effective date of such change. The General Partner may in its discretion establish additional places of business of the Partnership.
XXXXX XX XXXXXXXX. (x) Each of the Company and Capricorn Holdings hereby constitutes and appoints Xxxxxxxx Xxxxx (the “Company Attorney-in-Fact”) as its true and lawful attorney-in-fact with full power of substitution for it and in its name, place and stead or otherwise on behalf of each of the Company and Capricorn Holdings and their successors and assigns, and for the benefit of the Company Attorney-in-Fact to demand and receive from time to time the interests contributed, conveyed, purchased, sold or issued pursuant to this Agreement (or intended so to be) and to execute in the name of the Company and Capricorn Holdings and their successors and assigns instruments of conveyance, instruments of further assurance and to give receipts and releases in respect of the same, and from time to time to institute and prosecute in the name of the Company and Capricorn Holdings for the benefit of the Company Attorney-in-Fact, any and all proceedings at law, in equity or otherwise which the Company Attorney-in-Fact may deem proper in order to (i) collect, assert or enforce any claims, rights or titles of any kind in and to the interests contributed, conveyed, assigned, assumed, purchase, sold or issued pursuant to this Agreement, (ii) defend and compromise any and all actions, suits or proceedings in respect of any of the interests contributed, conveyed, assigned, assumed, purchase, sold or issued pursuant to this Agreement (or intended so to be), and (iii) do any and all such acts and things in furtherance of this Agreement as the Company Attorney-in-Fact shall deem advisable. Each of the Company and Capricorn Holdings hereby declares that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable and perpetual and shall not be terminated by any act of the Company and Capricorn Holdings or their successors or assigns or by operation of law.
(b) Each of Seadrill and Seadrill Americas hereby constitutes and appoints Xxxxxxxx Xxxxx (the “Seadrill Attorney-in-Fact”) as its true and lawful attorney in fact with full power of substitution for it and in its name, place and stead or otherwise on behalf of Seadrill and Seadrill Americas and their successors and assigns, and for the benefit of the Seadrill Attorney-in-Fact to demand and receive from time to time the interests contributed, conveyed, purchased, sold or issued pursuant to this Agreement (or intended so to be) and to execute in the name of Seadrill and Seadrill Americas a...
XXXXX XX XXXXXXXX. Xxxxxx Xxxxxx dollars. Any reference in this Agreement to any gender shall include all genders. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. The Exhibits and Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The headings of the Articles and Sections are for convenience of reference only and do not affect the interpretation of any of the provisions hereof. If, and as often as, there is any change in the outstanding Company Shares by reason of stock dividends, splits, reverse splits, spin-offs, split-ups, mergers, reclassifications, reorganizations, recapitalizations, combinations or exchanges of shares and the like, appropriate adjustment shall be made in the provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the rights and obligations set forth herein that continue to be applicable on the date of such change. No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel.
XXXXX XX XXXXXXXX. Xxxx and Borrower agree that any loans which Bank in its sole discretion has made or may now or hereafter make to Borrower (sometimes hereinafter collectively referred to as the "Loan") shall be subject to the terms and conditions of this Agreement unless otherwise agreed to in writing by Bank and Borrower. In the event there are contradictions between the provisions of this Agreement and any other written agreement with the Bank, this Agreement shall prevail. Loan shall be subject to the terms and conditions of this Agreement, promissory note(s) executed in connection herewith and/or previously or subsequently executed, and all amendments, renewals and extensions thereof (singularly or collectively, the "Note"), and all those certain security agreements and/or such other security or other documents as Bank has required or may now or hereafter require in connection with the Loan (collectively, the "Loan Documents").
XXXXX XX XXXXXXXX. (a) Borrower hereby makes, constitutes and appoints the Authority as its irrevocable true and lawful attorney(s)-in-fact and each of its present and future officers with full power of substitution in the premises, in Borrower's name, place and stead for the purpose of perfecting, further perfecting, acknowledging, continuing, filing, recording, endorsing and/or making technical corrections in, any security interest, lien, encumbrance or mortgage required to be granted or conveyed by Borrower to the Authority under the terms of the Loan, including, without limitation, the filing of financing and continuation statements. In addition, Borrower shall cooperate fully with the Authority with respect to the filing or recordation of such documents in the appropriate filing or recordation offices and it shall bear, on demand, all costs of such filing or recordation.
(b) The attorney(s)-in-fact is/are hereby authorized to file or record this Loan Agreement in the appropriate governmental filing or recording office if such filing or recording of a power of attorney is required by law in order to effectuate or validate same.
(c) Notwithstanding the foregoing, Borrower shall execute or endorse any documents that are necessary in the sole judgment of the Authority to perfect, secure, continue or correct any security interest, mortgage, lien or encumbrance that Borrower is required under the terms of the Loan to grant to the Authority as security for same.
