Xxxxxx Actions Sample Clauses

Xxxxxx Actions. Prior to the Effective Time, Xxxxxx, the board of directors of Xxxxxx and any applicable committee thereof shall take all corporate action necessary to reserve for issuance a number of authorized but unissued shares of Xxxxxx Common Stock sufficient to cover the settlement of the New Xxxxxx Restricted Stock Awards, New Xxxxxx RSU Awards and New Xxxxxx PSU Awards that are converted in accordance with this Section 2.3. Saturn and Xxxxxx shall cooperate in connection with the preparation of registration statements on Form S-8 (or any successor or other appropriate form, including a Form S-1 or Form S-3 in the case of awards held by former employees and service providers of Saturn) with respect to the shares of Xxxxxx Common Stock subject to such awards, in order to file such forms effective as of the Effective Time or, in the event the necessary financial information required for such filings is not filed or able to be filed with the SEC as of the Effective Time, as soon as reasonably practicable following the Effective Time.
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Xxxxxx Actions. Prior to the Reverse Split Time, Xxxxxx, the board of directors of Xxxxxx and any applicable committee thereof shall pass resolutions, provide any notices, obtain any consents, make any amendments to the Xxxxxx Plans or Xxxxxx Equity Awards and take such other actions as are necessary and approved by Saturn (such approval not to be unreasonably withheld, delayed or conditioned) to provide for the equitable adjustment of the Xxxxxx Stock Options and Xxxxxx Restricted Stock Awards (collectively, “Xxxxxx Equity Awards”) as contemplated by this Section 2.4.
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Xxxxxx Actions. Xxxxxx shall take all actions that are necessary for the treatment of L3 Equity Awards pursuant to Section 2.4(a) through Section 2.4(e) and the treatment of Xxxxxx Options, Xxxxxx Restricted Shares, Xxxxxx RSUs, Xxxxxx DSUs and Xxxxxx PSUs (collectively, the “Xxxxxx Equity Awards”) pursuant to Section 2.4(h), including the reservation, issuance and listing of Xxxxxx Common Stock as necessary to effect the transactions contemplated by this Section 2.4. If registration of any plan interests in the L3 Stock Plans or other L3 Benefit Plans or the shares of Xxxxxx Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “Securities Act”), Xxxxxx shall file with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable on or after the Closing Date a registration statement on Form S‑8 with respect to such interests or Xxxxxx Common Stock, and shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as the relevant L3 Stock Plans or other L3 Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Xxxxxx Common Stock issuable thereunder continues to be required. As soon as reasonably practicable after the registration of such interests or shares, as applicable, appropriate notices shall be given to the holders of L3 Equity Awards setting forth such holders’ rights pursuant to the respective L3 Stock Plans and agreements evidencing the grants of such L3 Equity Awards, and stating that such L3 Equity Awards and agreements have been assumed by Xxxxxx and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.4 after giving effect to the Merger and the terms of the L3 Stock Plans).
Sample 1
Xxxxxx Actions. Xxxxxx shall take such actions as are reasonably necessary for the conversion of the Stock Options pursuant to this Section 3.3, including the reservation, issuance and listing of Xxxxxx common stock as is necessary to effectuate the transactions contemplated by this Section 3.3. Xxxxxx shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form, to become effective as of, or within three business days following the Effective Time, with respect to shares of Xxxxxx common stock subject to the Assumed Stock Options, and shall maintain the effectiveness of such registration statement(s) covering such Assumed Stock Options for so long as such Assumed Stock Options remain outstanding.
Sample 1
Xxxxxx Actions. Prior to the Effective Time, Xxxxxx, the board of directors of Xxxxxx and any applicable committee thereof shall take all corporate action necessary to reserve for issuance a number of authorized but unissued shares of Xxxxxx Common Stock sufficient to cover the exercise or settlement of the New Xxxxxx Stock Options, stock appreciation rights granted under a Xxxxxx Plan, New Xxxxxx Restricted Stock Awards, New Xxxxxx RSU Awards and New Xxxxxx PSU Awards that are converted in accordance with this Section 2.3. Rook and Xxxxxx shall cooperate in connection with the preparation of registration statements on Form S-8 (or any successor or other appropriate form, including a Form S-1 or Form S-3 in the case of awards held by former employees and service providers of Rook) with respect to the shares of Xxxxxx Common Stock subject to such awards, in order to file such forms effective as of the Effective Time or, in the event the necessary financial information required for such filings is not filed or able to be filed with the SEC as of the Effective Time, as soon as reasonably practicable following the Effective Time. In addition, Xxxxxx shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such awards remain outstanding.
Sample 1
Xxxxxx Actions. Prior to the Reverse Split Time, Xxxxxx shall pass resolutions, provide any notices, obtain any consents, make any amendments to the Xxxxxx Plans or Xxxxxx Equity Awards and take such other actions as are necessary and approved by Rook (such approval not to be unreasonably withheld, delayed or conditioned) to provide for the equitable adjustment of the Xxxxxx Stock Options, Xxxxxx RSU Awards and Xxxxxx PSU Awards (collectively, “Xxxxxx Equity Awards”) as contemplated by this Section 2.4.
Sample 1

Related to Xxxxxx Actions

  • Xxxxxx, Esq Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a professional corporation 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 Telecopier: (000) 000-0000 if to Investor to: Xxxxx Interactive SA c/x Xxxxx Software Corporation 00000 Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xx. Xxxxx Xxxx, Chairman and Chief Executive Officer Telecopier: (000) 000-0000 with copies to: Xxxxx Interactive SA Parc de l'esplanade 00, Xxx Xxxxxx Xxxxx Saint Xxxxxxxx des Xxxxxx 00000 Xxxxx xxx Xxxxx Xxxxx Xxxxxx Telecopier: 011-33-1-60-31-59-60 and

  • Xxxxx, Esq Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

  • Xxxxxx X Xxxxxxxx --------------------------- Xxxxxx X. Xxxxxxxx

  • Xxxxx, Xx Vice President Gables Realty Limited Partnership 0000 Xxxxx Xxxxx Xxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxx, Xx. Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 WACHOVIA BANK, N.A., as Agent and as a Bank Commitment: $57,500,000 By: /s/ Xxxx X. Xxxxxx -------------------------- Title: Vice President ----------------------- Commitment Percentage: 32.85% Lending Office Wachovia Bank, N.A. 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Finance Division Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 FIRST UNION NATIONAL BANK Commitment: $57,500,000 By: /s/ Xxxxx X. Xxxxxx -------------------------------- Xxxxx X. Xxxxxx -------------------------------- Senior Vice President -------------------------------- Commitment Lending Office Percentage: First Union National Bank 32.86% First Union Plaza 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 with a copy of all notices to: First Union National Bank Construction Loan Administration Xxxx 000 X. Xxxxx de Xxxx Avenue, 1st Floor Decatur, Georgia 30030 Attention: Xxxxxx Xxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 GUARANTY FEDERAL BANK, F.S.B. Commitment: $20,000,000 By: /s/ Xxxx X. Xxxxxxx ----------------------------------- Title: Vice President/ Division Manager ----------------------------------- Commitment Lending Office Percentage: Guaranty Federal Bank, F.S.B. 11.43% 0000 Xxxxxxx Dallas, Texas 75225 Attention: Xxxxx Xxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 with a copy of all notices to: Guaranty Federal Bank, F.S.B. 0000 Xxxxxxx Xxxxxx Dallas, Texas 75225 Attention: Commercial Real Estate Lending Division Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 AMSOUTH BANK OF ALABAMA Commitment: $20,000,000 By: /s/ Xxxxxx X. Xxxxxxx, XX --------------------------- Title: Vice President --------------------------- Commitment Lending Office Percentage: AmSouth Bank of Alabama 11.43% 0000 0xx Xxxxxx Xxxxx 0xx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx Xxxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 COMMERZBANK AG, ATLANTA AGENCY Commitment: $20,000,000 By: /s/ Xxxxx Xxxxxx ------------------------------- Title: Xxxxx Xxxxxx - Vice President ------------------------------- Commitment Percentage: By: /s/ Xxxx Xxxxxxxx ------------------------------- 11.43% Title: Xxxx Xxxxxxxx - Asst. Vice President Lending Office Commerzbank AG, Atlanta Agency 0000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 TOTAL COMMITMENTS: $175,000,000 CONSENT AND REAFFIRMATION OF GUARANTORS Each of the undersigned (i) acknowledges receipt of the foregoing Amended and Restated Credit Agreement (the "Replacement Agreement"), (ii) consents to the execution and delivery of the Replacement Agreement by the parties thereto and (iii) reaffirms all of its obligations and covenants under the Guaranty Agreement dated as of March 28, 1996 executed by it, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the Replacement Agreement. In addition, (a) the General Partner certifies that it is authorized to execute the Replacement Agreement on behalf of the Borrower and to bind the Borrower thereby, that it is authorized to execute this Consent and Reaffirmation of Guarantors on behalf of Gables-Tennessee Properties and to bind Gables-Tennessee Properties hereby, that since March 28, 1996, there has been no amendment to the Borrower's Certificate of Limited Partnership, the Borrower's Partnership Agreement, the General Partner's Certificate of Incorporation or the General Partner's Bylaws, and that each of such documents, as in effect on March 28, 1996, continues in full force and effect as of the date hereof and that since March 28, 1996, there has been no amendment to its Partnership Agreement and that its Partnership Agreement, as in effect on March 28, 1996 continues in full force and effect as of the date hereof, except that the Partnership Agreement was amended on July 24, 1997, to create preferred units in response to an issuance of preferred shares, and to make other changes relating thereto; and (b) GBP hereby certifies that since March 29, 1996, there has been no amendment to its Declaration of Trust or its Bylaws, except as indicated in the Secretary's Certificate to the Agent, and that each of such documents, as in effect on March 28, 1996, and as amended as indicated in such Secretary's Certificate, continues in full force and effect as of the date hereof. This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. GABLES GP, INC.

  • XXXXXAS xx xxcordance xxxx Xxxx 00x-1(k) xxder the Securities Exchange Act of 1934 (the "Act"), only one statement containing the information required by Schedule 13G and any amendments thereto need be filed whenever two or more persons are required to file such a statement or any amendments thereto with respect to the same securities, provided that said persons agree in writing that such statement or any amendment thereto is filed on behalf of them.

  • Xxxxxx, Xx Xxxxxxx X.

  • Xxxxxxx X X. Xxxxxxxx -------------------------- Xxxxxxx X. X. Xxxxxxxx

  • Xxxxxxxx, Esq If to Borrower, Property Manager, any Guarantor or any Affiliate of Borrower, Property Manager or any Guarantor: c/o Affordable Residential Communities 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxx XxXxxxxx, Vice President and Xxxxx Xxxxxx, Vice President and General Counsel and Xxxxx Xxxxxxx, Chief Financial Officer With a copy to: GMAC Commercial Mortgage Corporation 000 Xxxxxx Xxxx Horsham, Pennsylvania 19044-0809 Attention: Loan Servicing And an additional copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxx III, Esq. And an additional copy to: Proskauer Rose LLP 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxxxxx, Esq. Each party may designate a change of address by notice to the other parties, given at least fifteen (15) days before such change of address is to become effective. In no event shall GMAC be removed as a notice party without its prior written approval.

  • Xxxxxxx, Xx Xxxxxxx X. Xxxxxxx, Xx. has served as a Senior Vice President of IPT since August 1997, and served as Vice President and Director of Operations of IPT from December 1996 until August 1997. Xx. Xxxxxxx'x principal employment has been with Insignia for more than the past five years. From January 1994 to September 1997, Xx. Xxxxxxx served as Managing Director-- Partnership Administration of Insignia. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME FIVE-YEAR EMPLOYMENT HISTORY ---- ---------------------------- Xxxxxx Xxxxxx Xxxxxx Xxxxxx has served as Vice President and Treasurer of IPT since December 1996. Xx. Xxxxxx served as a Vice President of IPT from December 1996 until August 1997 and as Chief Financial Officer of IPT from May 1996 until December 1996. For additional information regarding Xx. Xxxxxx, see Schedule III.

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