Xxxxxx or Xx. X.X. Xxxxxx and undertakes to put as an item on the agenda of the April 2005 annual shareholders’ meeting the release of liability (déchargeverlening) for the supervision of the management of the Purchaser by Xx. X.X. Xxxxxx or Xx. X.X. Xxxxxx for the financial year 2004 and to put as an item on the agenda of the April 2006 annual shareholders’ meeting the release of liability (déchargeverlening) for the supervision of the management of the Purchaser by Xx. X.X. Xxxxxx or Xx. X.X. Xxxxxx for the financial year 2005 until Completion.
Xxxxxx or Xx. X. Henderson (Complaints Investigator), or
Xxxxxx or Xx. Xxxxx should any significant change occur to the original proposal. This includes any personnel changes.
Xxxxxx or Xx. Xxxxx should any significant change occur to the original proposal. This includes any personnel changes or changes in supervision for the mentee.
Xxxxxx or Xx. Xxxxxx X. Emmons of the Board of Directors of the Company (the "Board"), review such data and reports as from time to time may be furnished to him. Consultant will make himself available for 750 hours during regular business hours during calendar year 1998, and thereafter from time to time as mutually agreed upon by Consultant and the Board, for meetings at the Company's offices, for consultation at his residence or outside office by telephone and correspondence, and shall use his best and reasonable efforts for projects within his expertise with respect to any matters the Board may deem appropriate for consultation. It is understood that Consultant may from time to time be away from his residence or office for extended periods, but, where it is practicable, he will endeavor to remain available by telephone. Consultant shall not have any administrative or supervisorial duties under this Agreement.
Xxxxxx or Xx. Xxxxxx X. Sheridan or a group comprised solely of such Persons (the "Qualified Group") shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become, after the date hereof, the "beneficial owner" (within the meaning of such term under Rule 13d-3 under the Exchange Act) of securities of the Borrower representing 20% or more of the combined voting power of the then outstanding securities of the Borrower ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors; (ii) after the occurrence of a Qualified IPO, the Qualified Group shall own securities of the Borrower representing less than 40% of the combined voting power of the then outstanding securities of the Borrower ordinarily (and a part from rights accruing under special circumstances) having the right to vote in the election of directors; or (iii) the Board of Directors of the Borrower shall cease to consist of a majority (or such lesser percentage as may be required by federal securities laws or NASDAQ rules and regulations) of the individuals who constituted the Board of Directors as of the date hereof or who shall have become a member thereof subsequent to the date hereof after having been nominated, or otherwise approved in writing, by at least a majority of individuals who constituted the Board of Directors of the Borrower as of the date hereof (or those replacements approved as herein required); or
Xxxxxx or Xx. Xxxxx X. DeNicola shall no longer serve the Company in their respective present capacities.
Xxxxxx or Xx. Xxxxxxxx from exercising any other rights they may have because any payment is late.
