Xxxxxxxxx and Xx. Xxxxx Xxxxx in connection with (i) the work performed by MAYO, Xx. Xxxxx Xxxxxxxxx or Xx. Xxxxx Xxxxx under the Program, and (ii) any other development and/or commercialization work relating to any Licensed Products or Licensed Technology before the Effective Date, or thereafter in connection with MAYO’s, Xx. Xxxxxxxxx’ or Xx. Xxxxx’x development of Licensed Products or Licensed Technology; excepting in any case to the extent any such Claims result from the negligence, recklessness or wrongful intentional acts or omissions of ACORDA or its Affiliates or Sublicensees, or their respective directors, officers, employees or agents.
Xxxxxxxxx and Xx. Xxxxx Xxxxx, in connection with and during the term of either of the Programs and this Agreement, and during the two year period thereafter.
Xxxxxxxxx and Xx. Xxx Xxx; the independent non-executive directors of the Company are Xx. Xxxx Xxxxxx, Xx.
Xxxxxxxxx and Xx. XXXXXXXXX hereby agrees to hold himself available and to render, at DNAP's request, independent advisory and consulting services, in compliance with the terms and conditions set forth herein and all applicable laws, statutes and regulations.
Xxxxxxxxx and Xx. Xxxxxxx promptly after the time that Apollo, CVP or TSG, as the case may be, fails to, together with its Affiliates, "beneficially own" (as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934) unregistered shares of Common Stock representing five percent or more of the then outstanding Common Stock.
Xxxxxxxxx and Xx. Xxx Xxx; the independent non-executive directors of the Company are Xx. Xxxx Xxxx Xxx Xxxxxx, Xx. Xxxxx Xxxx Xx and Xx. Xxxx Xxxx Xxxxx. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
Xxxxxxxxx and Xx. Xxxxxxx Xxxxxxx, and Lexington Corporate Properties Trust, a Maryland real estate investment trust (the “Company”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein (to the full extent that the undersigned is entitled to do so) and subject to all the limitations and restrictions provided herein with respect to the Subject Securities. For purposes of this Irrevocable Proxy (the “Proxy”), (a) “Subject Securities” means: (i) all securities of NRT (including all shares of common stock of NRT (“NRT Common Stock”), partnership units of MLP (“MLP Units”) and all options, warrants and other rights to acquire shares of NRT Common Stock or MLP Units) Owned by Stockholder as of the date of this Proxy; and (ii) all additional securities of NRT (including all additional shares of NRT Common Stock, MLP Units and all additional options, warrants and other rights to acquire shares of NRT Common Stock or MLP Units) of which Stockholder acquires Ownership during the period from the date of this Proxy through the Termination Date, and (b) any Stockholder is deemed to “Own” or to have acquired “Ownership” of a security if such Stockholder is the “beneficial owner” of such security within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Subject Securities are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Subject Securities at any time prior to the Termination Date (as defined below).
Xxxxxxxxx and Xx. Xxxxxxx shall not restrict or otherwise limit their right to sell or otherwise transfer their shares to third parties without restriction; provided, however, that any such purchaser or other transferee in a private transaction or series of transactions involving five percent (5%) or more of the then outstanding shares of the Corporation shall continue to be bound by the provisions of this subparagraph 1(b). During the term of the Agreement, Employee shall vote all shares owned or voted by him in favor of Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxx, and each of them, as a member of the Board of Directors of the Corporation for such period of time as each such person seeks to serve. This agreement by Employee shall not restrict or otherwise limit his right to sell or otherwise transfer his shares (or options to purchase shares, as the case may be) to third parties; provided, however, that any such purchaser or other transferee of shares in a private transaction or series of transactions involving 5% or more of the outstanding shares of the Corporation shall continue to be bound by the provisions of this Subparagraph 1(b).
Xxxxxxxxx and Xx. Xxxxxxx expressed outrage that their friends refused to accept the possibility of a Black president. Additionally, Xx. Xxxxxxx spoke of her mother-in- law, “a huge conservative,” who refused to watch news broadcasts if Xxxxxxxxx Xxxxx speaking. Although she did not outwardly name racism as the underlying cause for her mother-in-law’s refusal, she certainly implied that her mother-in-law may have been using her Republicanism to justify her disapproval of him as a Democrat as opposed to her veiled disdain for him as a Black man. Not only did teachers tend to locate racism in individuals or other whites, they also conceptualized racism as something that had primarily occurred long ago. Xx. Xxxxxx noted that, “Yes, there was a lot of persecution of Black people. Yes, there was oppression. Yes, slavery was wrong. Yes, there were horrible things done.” Both Xx. Xxxxxxx and Xxxxxxxx generally taught about racism as historical events. Xx. Xxxxxxx used Black History month to make a poster of how things used to be, and Xx. Xxxxxxxx spoke to her children about how whites are no longer against Blacks. Xx. Xxxxxxx even went so far as to downplay the significance of Xxxxxx Xxxxx’x Blackness as a characteristic to be proud of, and she even offered some misguided revisionist history to her students regarding how we might reconceptualize African- slavery: African-Americans are not the only ones who have ever been slaves before. Greeks have been slaves and, you know, just all different people. And besides, there are people in Africa that are white. It’s more that the reason why they brought the African-American people over and, you know, convinced them to come to the United States was because, you know, things weren’t so great in Africa. In these instances, Xx. Xxxxxxx was attempting to educate her children about issues that other teachers may consider taboo. In doing so, however, she reveals that she also lacks a contextualized understanding of racialized slavery and the pervasive injustice attached to Black skin. Even more unfortunate than any of the teachers’ decontextualized understandings of racism as a largely historical event were Mr. Royal and Xx. Xxxxxx’x strong assertions that racism is bi-directional and equally perpetuated by minorities, and that residential and educational segregation is voluntary and self-imposed by Blacks. For example: Mr. Royal: I don’t ever recall any racial tensions at school other than what children do about taunting back and forth, both ...
Xxxxxxxxx and Xx. Xxxxxxx, the word “may” in the first sentence of paragraph (c) of ARTICLE FIFTH of the Certificate of Incorporation shall be deemed to read “shall” and (ii) the second sentence of paragraph (c) of ARTICLE FIFTH of the Certificate of Incorporation shall not be deemed to be in effect. Without limiting the foregoing, Parent agrees that all rights to indemnification (including any obligations to advance funds for expenses) and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the Indemnified Persons as provided in the Company’s or a Subsidiary’s, as applicable, certificate of incorporation or by-laws will, effective as of the Effective Time, be assumed by the Surviving Corporation without further action on the part of any Person and will survive the Merger and the transactions contemplated hereby and will continue in full force and effect in accordance with their respective terms and such rights will not be amended or modified in any manner that would adversely affect the rights of the Indemnified Persons. Notwithstanding the foregoing, neither Parent nor the Surviving Corporation shall be obligated to indemnify any Indemnified Person for (i) any acts that were not taken by such Indemnified Person in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and the Subsidiaries or, with respect to any criminal action or proceeding, that such Indemnified Person had reasonable cause to believe was unlawful or (ii) for any settlement effected without its written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with all written agreements regarding indemnification between the Company and any individuals who are current or former directors or officers of the Company with respect to actions taken or not taken by such persons in their capacities, which agreements (x) were set forth on Schedule 3.17 to the Option Agreement that was delivered to Parent on the Option Agreement Execution Date and specifically identified as director and officer ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. in...
