Xxxxxxxx Group. Xxxxxxx X. Xxxxxxxx, the Xxxxxxxx Family and any Family Trust, and all Affiliates Controlled by any of the foregoing (the terms “Affiliate” and “Control” for purposes of this definition only having the meaning ascribed to such terms in Rule 405 promulgated by the U.S. Securities and Exchange Commission). Xxxxxxxx Percentage: (a) the sum of all Equity Interests of P&F (including all Derivative Securities) Beneficially Owned by one or more members of the Xxxxxxxx Group divided by (b) the sum of all issued and outstanding Equity Interests of P&F (including all Derivative Securities).
Xxxxxxxx Group. (a) Xxxxxxxx agrees that it will not take, and it will not permit any member of the Xxxxxxxx Group to take, any action that will cause the Spin-off to fail to qualify as a tax-free spin-off under Code Section 355 unless required to do so by law.
(b) Xxxxxxxx represents and warrants that with respect to the portions of the representations made on pages 52 and 53 of the Initial Submission labeled (j), (k), (q), (r) and (u) which relate to the Xxxxxxxx Group, such representations are true and correct, and none of the Xxxxxxxx Group has engaged in discussions which would cause such representations to be untrue.
(c) Xxxxxxxx represents and warrants that with respect to the portions of the representations made in the Letter Ruling which relate to the Xxxxxxxx Group (Xxxxxxxx is referred to in the Letter Ruling as Controlled), such representations are true and correct, and none of the Xxxxxxxx Group has engaged in discussions which would cause such representations to be untrue.
(d) For a period of three years after the Disaffiliation Date, Xxxxxxxx agrees to notify KCSI: (i) at least 30 days before Xxxxxxxx issues any common stock or any interest convertible into common stock (all such interests "Xxxxxxxx Common Stock") (other than pursuant to the exercise of stock options or the Xxxxxxxx Employee Stock Purchase Plan) or (ii) within five days after Xxxxxxxx becomes aware of any acquisition, exchange, merger or other corporate transaction which would involve 10% or more of the then outstanding KCSI Common Stock. The notice shall include a description of the occurrence that will involve Xxxxxxxx Common Stock.
Xxxxxxxx Group. Holdings Limited whose registered office is at Level 0, 000 Xxxx Xxxxxx, Xxxxxxxx 0000, Xxx Xxxxxxx (registered in New Zealand with number 1812226) (the “Sellers’ Guarantor”);
Xxxxxxxx Group. Provided that the Effective Date occurs and the Company complies with its obligations under Section 1.2 of this Agreement to nominate Xx. Xxxxxxxxx and support Xx. Xxxxxxxxx'x nomination at the 2013 Annual Meeting and that he is elected as a director, the Xxxxxxxx Group and Xx. Xxxxxxxxx agree and covenant that in connection with the 2013, 2014 and 2015 Annual Meetings of the Company they shall not:
(a) provide a notice to the Company that they intend to nominate, or nominate, any person for election as director; or
(b) directly or indirectly solicit proxies or participate in the solicitation of proxies for any person to be elected to the Board that has not been nominated by the Company's Board; or
(c) join with or assist any person or entity, directly or indirectly, in opposing, or make any statement in opposition to, any director nomination submitted by the Company's Board to a vote of the Company's shareholders. The Xxxxxxxx Group and each of its members, and Xx. Xxxxxxxxx, further agree and covenant that at the 2013, 2014 and 2015 Annual Meetings of the Company, they will vote all Common Stock that they own, either as registered shareholders or beneficially, in support of director candidates nominated by the Company. Nothing in this Section 1.4 shall in any way prevent the Xxxxxxxx Group from soliciting proxies or consents, or participating in any such solicitations, with respect to any matter other than the election of directors at the 2013, 2014 and 2015 Annual Meetings, or restrict the Xxxxxxxx Group's ability to vote its shares, either in person or by proxy, on any matters other than the election of directors at the 2013, 2014 and 2015 Annual Meetings.
Xxxxxxxx Group. October 2000. The Economic Impacts of the Cruise Industry in Southeast Alaska, report prepared for Southeast Conference.
Xxxxxxxx Group. Anthus Life has entered into a five year agreement for outsourced services with Xxxxxxxx Group. This Agreement incorporates services for product development, outsourced sales and lead development, outsourced customized marketing services, distribution network development, private label product management, and formulary development. Anthus Life also has various manufacturer and distribution representative agreements in place that will be entered into and changed in the ordinary course of daily business.
Xxxxxxxx Group. As of the Effective Date, and notwithstanding anything else in the Asset Purchase Agreement to the contrary, Xxxxxxxx and the professional staff who currently work with Xxxxxxxx as part of an electronic discovery practice within the Xxxx Xxxxxxx Practice will be formally integrated with Purchaser’s national electronic discovery practice, which is known as the eDiscovery Sector and which is a part of Purchaser’s Finance and Accounting Services segment.
