XXXXXX CORPORATION. By: Xxxxx X. Xxxxxx ------------------------- By: Name: Xxxxx X. Xxxxxx Title: Secretary The undersigned officer of the Corporation hereby certifies that Xxxxx X. Xxxxxx is the Secretary of the Corporation and that his signature above is his true and correct signature. By /s/ Xxxxx X. Xxxxxxx --------------------- Name: Xxxxx X. Xxxxxxx Title: Assistant Secretary UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF XXXXXX CORPORATION November 13th, 2003 The undersigned, being all of the directors of XxXxxx Corporation, a Delaware corporation (the "Corporation"), hereby unanimously consent, pursuant to ss.141(f) of the Delaware General Corporation Law, to the adoption of the following resolutions, effective as of the date set forth above. RESOLVED: That the form, terms and provisons of the Amendment No. 2 to Credit Agreement, dated as of November 13th, 2003 (the "Amendment"), among the Corporation, the Lenders party thereto, and The Bank of New York, as Administrative Agent, (the "Bank"), and all transactions contemplated thereby, be, and hereby are, in all respects approved. RESOLVED: That the President, Chief Executive Officer, Vice President-Finance, Treasurer and/or any other officer of the Corporation be and each hereby singly is, authorized, empowered and directed, in the name and on behalf of the Corporation, to execute and enter into the Amendment, which shall be in substantially the form of the draft thereof furnished to the directors of the Corporation; the terms and provisions of the Amendment being hereby authorized and approved, with such changes as such officer or officers of the Corporation executing the same shall deem necessary, advisable or proper, such execution by such officer or officers of the Amendment to be conclusive evidence that the same has been approved by this Board of Directors; and it is further RESOLVED: That the President, Chief Financial Officer, Vice President-Finance, Treasurer and/or any other officer of the Corporation be, and each hereby singly is, authorized, empowered and directed, in the name and on behalf of the Corporation, to execute, acknowledge and deliver all such certificates, documents, instruments and papers, and to take such other action, as may be shown by his, her or their execution and performance thereof to be in his, her or their judgment necessary or desirable in connection with the consummation of the transactions contemplated by the Amendment or any other document executed and delivered in accor...
XXXXXX CORPORATION. The parties shall have agreed on a mutually acceptable satisfaction of XLI's obligations to Xxxxxx Corporation pursuant to that certain Agreement dated January 15, 1990 between Xxxxxx Corporation and XLI, as amended by the First, Second, Third, Fourth and Fifth Agreement Amendments thereto (the "Existing Xxxxxx Agreement"), and Pixel shall have entered into an agreement with Xxxxxx Corporation, the terms of which are satisfactory to Oak and Pixel in their sole discretion. Pixel shall pay Five Hundred Thousand Dollars ($500,000) of XLI's obligations to Xxxxxx Corporation provided that the royalty rates specified in Section 4 of the Fifth Agreement Amendment are reduced from fifteen percent (15%) to eleven percent (11%) as of the Effective Time.
XXXXXX CORPORATION. By: ---------------------------------------- Xxxxx X. Xxxx Chief Executive Officer ---------------------------------------- ___________________, Indemnitee
XXXXXX CORPORATION. Settlement Agreement and General Release
XXXXXX CORPORATION. Rights Pro rata rights to Purchase Xxxxxx Common Stock distributed to existing stockholders Transferability Non-transferable and non-assignable Aggregate Offering Price $20,000,000 Offering Price $0.85/share Offered Shares 23,529,412 common shares (=$20M/$0.85) Standby Underwriter LDN Standby Commitment LDN commitment to purchase the Backstop Amount Option LDN option to purchase the Option Xxxxxx
XXXXXX CORPORATION. By: ___________________________ Name: Title: The undersigned hereby acknowledges receipt of the foregoing RSA and agrees to its terms and conditions: ------------------------------- Grantee
XXXXXX CORPORATION a company established and existing under the laws of the Commonwealth of Massachusetts, having its registered office at Xxx Xxxxxxxxxx Xxxxx, Xxxxxx, CT 06263, USA, here duly represented by Xx. Xxx Xxxxxx, Senior Vice President. Hereinafter referred to as “Xxxxxx” Mr. Van Eenaeme and Rogers are hereinafter collectively referred as the “Parties” and sometimes individually as the “Party”.
XXXXXX CORPORATION. By:/s/ Xxxxxx X Xxxxxx ------------------------------- Title:Vice Chairman ---------------------------- TERRA NOVA (BERMUDA) HOLDINGS LTD. By:/s/ Xxxx X. Xxxxx ------------------------------- Title:Chairman ----------------------------
XXXXXX CORPORATION. By: /S/ XXXX XXXX ------------------------------ Name: Xxxx Xxxx Title: EVP & General Counsel SUPREME INTERNATIONAL CORPORATION By: /S/ XXXXXX XXXXXXXXXXX ------------------------------- Name: Xxxxxx Xxxxxxxxxxx Title: Chairman TABLE OF CONTENTS
XXXXXX CORPORATION a Massachusetts corporation having its headquarters at Xxx Xxxxxxxxxx Xxxxx, Xxxxxx, CT 06263,
