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. 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. 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. 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. Xxxxxxxxx;
Xxxxxxxx and Xx. Xxxxx agreed to present a structure under which Xx. Xxxxxxxx would be the Executive Chairman of the combined company’s board of directors for a term of two years, after which time Xx. Xxxxxxxx would become a director. Xx. Xxxxx would be the Chief Executive Officer of the combined company. The board of the combined company would be seven members comprised of Xx. Xxxxxxxx, Xx. Xxxxx, three independent directors appointed by Xperi and two independent directors appointed by TiVo. Later that day, Xx. Xxxxxxxx communicated the proposal to Xx. Xxxx who said he would need to discuss this in detail with the Xperi board. Later in the day on December 9, 2019, the TiVo board met and Xx. Xxxxx reviewed a discussion he had with Xx. Xxxx regarding the potential structure of the combined company board of directors, and the potential Chief Executive Officer of the combined company. The TiVo board agreed on a response to Xperi regarding the issues raised, and alternatives to the extent that the response was unacceptable to Xperi, noting that these issues should not preclude reaching agreement on an otherwise viable transaction. On December 10, 2019, representatives of TiVo participated in a telephone conference call with representatives of RBC Capital Markets, which we refer to as RBC, and one other potential financing source to facilitate their due diligence on TiVo as potential financing sources for the combined company. Over the course of the remainder of that week, representatives of TiVo held conference calls with Bank of America Xxxxxxx Xxxxx and additional calls with RBC regarding TiVo’s financial and business projections. Each of RBC, Bank of America Xxxxxxx Xxxxx and one other potential financing source committed to provide feedback by December 12 on the key terms at which they would be willing to provide a financing commitment to finance the combined company. On December 10, 2019, Skadden sent a revised draft of the merger agreement to Cooley and offered to discuss any open issues around treatment of equity awards and certain tax related provisions on a telephone call. On December 11, 2019, representatives of TiVo and Cooley met at Xxxxxx’x offices in Palo Alto to discuss open issues on the merger agreement and coordinate due diligence efforts. On December 11, 2019, Xx. Xxxxx called Xx. Xxxxxxxx to suggest that Xx. Xxxxxxxx should meet with Xxxx Xxxxxxxxxxx, a director of TiVo, the following day to discuss the proposed transaction and the combined company. On Dece...
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 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