Xxxxxxxxxx Xxx. Xhe validity, interpretatiox, xxx xxxxxxmance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.
Xxxxxxxxxx Xxx. Xxx xxxidity, interpretation and performance of this Agreement shall be controlled by and construed under the laws of the State of Washington.
Xxxxxxxxxx Xxx. This Agreement shall fox xxx xxxxxxxx be deemed to be made under and shall be construed in accordance with the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.
Xxxxxxxxxx Xxx. Xxxx Xxxxxxxxx xxxxx xx xxxxxxxxxxx and construed in accordance with and pursuant to the laws of the Province of British Columbia, Canada.
Xxxxxxxxxx Xxx. This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the State of Arizona, and each party irrevocably and unconditionally submits to the exclusive jurisdiction and venue of the courts of Maricopa County, State of Arizona and all courts competent to hear appeals therefrom.
Xxxxxxxxxx Xxx. Xxxxect to the provisions of Section 00 xxxxxx, xxx xxxxxx or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: American Stock Transfer & Trust Company 59 Maiden Lane, Plaza Level New York, New York 10038 Xxxxxxxxx: Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxs or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.
Xxxxxxxxxx Xxx. X.X. Xxx 0000 Xx. Xxxxx, Xxxxxxxx 00000 Fax: (000) 000-0000 Attention: Xxxxxx X. Xxxx with a copy to: Xxxxx Xxxx & Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Xxxxxxxxxxx Xxxxx, Esq. if to the Company, to: Computational Systems, Incorporated 000 Xxxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Fax: (000) 000-0000 Attention: Xxxxxx X. Canada with a copy to: Xxxxx, Day, Xxxxxx & Xxxxx 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 Fax: (000) 000-0000 Attention: Xxxxxxxxxxx X. Xxxxx, Esq. or such other address or fax number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.
Xxxxxxxxxx Xxx. X.X. Xxx 0000 Xx. Xxxxx, Xxxxxxxx 00000 Computational Systems, Incorporated 000 Xxxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Ladies and Gentlemen: The undersigned has been advised that as of the date of this letter the undersigned may be deemed to be an "affiliate" of Computational Systems, Incorporated, a Tennessee corporation ("Company"), as the term "affiliate" is defined for purposes of paragraphs (c) and (d) of Rule 145 of the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). Pursuant to the terms of the Agreement and Plan of Merger dated as of October 17, 1997 (the "Agreement") among the Company, Xxxxxxx Electric Co., a Missouri corporation ("Parent"), and Emersub LVII, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), Merger Subsidiary will be merged with and into Company with Company to be the surviving corporation in the merger (the "Merger"). As a result of the Merger, the undersigned will receive shares of Common Stock, $.50 par value per share, of Parent (the "Parent Common Stock") in exchange for shares owned by the undersigned of Common Stock, no par value per share, of Company (the "Company Common Stock"). The undersigned represents, warrants and covenants to Parent and Company that as of the date the undersigned receives any Parent Common Stock as a result of the Merger:
Xxxxxxxxxx Xxx xx Xxxxxx.Xxxxxx@xxxx-xxx.xx
Xxxxxxxxxx Xxx. Xxxxxxx Angus, Xxx. X. David Appendices Appointees to Immigration and Refugee Board, tabled, 1305 Appropriation No. 3, 1993-94 bill C-19. 1r, 267, 268; 2r, 273-74; 3r, 287; r.a., chap. 5, Speaker: Senator Appropriation No. 1, 1994-95 bill C-20. 1r, 267, 268; 2r, 274; 3r, 287; r.a., chap. 6, 1994, Speakers: Senators Appropriation No. 2, 1994-95 bill C-39. 1r, 620; 2r, 633, 699, 739; 3r, 739; r.a., chap. 33, Speakers: Senators Appropriation No. 3, 1994-95 bill C-63. 1r, 1097; 2r, 1098-99; 3r, 1112; r.a., chap. 48, Speakers: Senators Appropriation No. 4, 1994-95 bill C-79. 1r, 1422; 2r, 1453; point of order, 1453-58; Speakers: Senators Xxxxxx, Roch, 1457 Appropriation No. 1, 1995-96 bill C-80. 1r, 1422; 2r, 1458, 1477-78; 3r, 1493; r.a., chap. Speakers: Senators Appropriation No. 2 1995-96 bill C-97. 1r, 1727; 2r, 1751-52; 3r, 1763; r.a., chap. 16, Speakers: Senators Appropriation No. 3, 1995-96 bill C-116. 1r, 2462; 2r, 2469-70; 3r, 2497; r.a., chap. 49, Speaker: Senator Army Cadet League of Canada Art Bank ASEAN Inter-Parliamentary Organization Asia-Pacific Economic Cooperation Xxxxxx, Xxx. Xxxxxx X. Atlantic Canada Atlantic Canada Opportunities Agency Atomic Energy of Canada Limited, appointment and competence of chairman, government position, qu, 250-51 Auditor General amendment bill C-83. 1r, 2371; 2r, 2405-06, 2421-22; ref to com, 2422; Auditor General amendment bill C-207. 1r, 628; 2r, 662-64; ref to com, 664; rep without amdt, 727; 3r, 727; r.a., chap. 32, 1994, 773 Speakers: Senators Auditor General, dispute with departments over unreported liabilities, government policy, qu, 1728, (r) 2075 Xxxxxx, P.C., Hon. Jack Xxxxxxxx, P.C., Xxx. Xxxxx, Minister of Human Resources Development and Minister of Western Economic Diversification Bacon, Hon. Xxxx (introduced in the Senate Oct.4/94), 838
