Xxxxxxxx and Xx. Xx Xxxxxxx; and the independent non-executive Directors are Xxxxxxxxx Xxxxx Xxxx, Xx. Xxx Man Xxxx, Xxxx and Professor Xx Xxx.
Xxxxxxxx and Xx. Xxxxx X. McClave;
Xxxxxxxx and Xx. Xxxxx Xxxxxx; and the independent non-executive directors of the Company are Xx. Xxxx Xxxx, Xx. Xxx Xxxxxxx and Xx. Xxx Xxxx Kit.
Xxxxxxxx and Xx. Xxxx Xxxxxxx as executive directors; and (ii) Xx. Xxxxxx Xxx Xxxxx, Xxxxx, Xx. Xx Xxx Xxxxx and Xx. Xxxxx Xxxxx Xxxx as independent non-executive directors.
Xxxxxxxx and Xx. Xxxxx had dinner and continued to discuss the governance and management of the combined company. On December 4, 2019, Xx. Xxxxxxxx updated Xx. Xxxx on his discussion with Xx. Xxxxx on the governance and management of the combined company. Xx. Xxxx instructed Xx. Xxxxxxxx to discuss this matter with each of the members of the Xperi board and to provide Xx. Xxxx with an update on their views. On December 5, 2019, Xx. Xxxxx communicated to Xx. Xxxxxxxx by telephone conference call that the TiVo board had discussed Xxxxx’s proposals for the governance and management of the combined company and agreed with all of the proposals other than Xx. Xxxxxxxx being the Chief Executive Officer of the combined company. Xx. Xxxxx noted that Xxx Xxxxx, the Chairman of the TiVo board, would call Xxxx Xxxx, the Chairman of the Xperi board, to discuss the officer designations. Later that day, Xx. Xxxxxxxx updated each member of the Xperi board to understand their current thinking on proposed governance and management of the combined company. The Xperi board reiterated their preference that Xx. Xxxxxxxx and the current senior management of Xperi run the combined company. The Xperi board believed that having a shared leadership model with Xx. Xxxxxxxx as Executive Chairman and Xx. Xxxxx as Chief Executive Officer or vice-versa was sub-optimal and would create internal confusion. Xx. Xxxxxxxx provided an update of his discussions with the Xperi board to Xx. Xxxx by email and Xx. Xxxx asked Xx. Xxxxxxxx to communicate the Xperi board’s position to Xx. Xxxxx. Later that day, Xx. Xxxxxxxx called Xx. Xxxxx to reiterate that the Xperi board felt it was important that Xperi management should hold key management positions in the combined company, including the Chief Executive Officer. On December 6, 2019, Cooley delivered a revised draft of the merger agreement, with feedback from TiVo’s management to Skadden. The revised draft contained TiVo’s proposal on certain key legal issues, including termination fees, closing conditions, “no-shop” provisions and representations and warranties. Certain issues such as corporate governance of HoldCo, treatment of equity awards and financing related provisions were identified as requiring further due diligence and discussion among the business principals. On December 7, 2019, Xx. Xxxx discussed the management and governance of the combined company with Xx. Xxxxx by telephone. Xx. Xxxxx explained that the TiVo board would prefer that existing members...
Xxxxxxxx and Xx. Xxxxxxxx to the Company in the aggregate principal amount of $100,000 (the "Xxxxxxxx Promissory Note"), such promissory note to be in the form attached to this Schedule 1 as Exhibit "A." The Xxxxxxxx Promissory Note shall be secured by a letter of credit in the amount of $100,000 from a bank or other financial institution satisfactory to the Company and upon terms and conditions otherwise satisfactory to the Company. The terms and conditions of the letter of credit must, at a minimum, be sufficient so as to allow the Xxxxxxxx Promissory Note to be considered as an asset of the Company for purposes of calculating the Company's net worth. Xx.
Xxxxxxxx and Xx. Xxxxxxxx shall be admitted as a Nonvoting Member of the Company effective upon receipt by the Company of both the $300,000 referred to in subclause (i) above and the issuance to the Company of both the Xxxxxxxx Promissory Note and the letter of credit which is to secure the Xxxxxxxx Promissory Note as provided above.
Xxxxxxxx and Xx. Xxxxxxxx have recognized that when building a new route or during a restructure, the Corporation leaves a two-to three-hour gap to allow RSMCs to complete their variable work and to have room for growth. In cross-examination, Xx. Xxxxxxxx stated that the average RMS hours were 6.1 for new routes. Therefore, there is a correlation between RMS hours and the actual time needed to complete one’s route and CPC is aware of that comparability and relies on it. [693] This gap in RMS hours is left because the Corporation must comply with the Canada Labour Code maximum hours of work when restructuring routes. This is in line with what the Canada Labour Code prescribes at its sub-section 169 (2) for work environments with irregular hours: “Averaging
Xxxxxxxx and Xx. XXXX Xxx; one non-executive director, namely Xx. XXXXX Xxxxxxx and three independent non-executive directors, namely Xx. XXXX Xxx Xxxx, Xx. XXXXX Wing Xxxxx, Xxxxxxx and Xx. XXXXX Xxx Xxxx.
Xxxxxxxx and Xx. Xxxxxxx Xxxxx
