Xxxxxxxxxxx X. Xxxx, Esq., shall have furnished to the Underwriters his written opinion, as Corporate Counsel of the Enterprise Parties, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Exhibit B hereto.
Xxxxxxxxxxx X. Xxxxxxxxxxxxx, special New York maritime counsel to the Credit Parties (or other counsel to the Credit Parties reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated such Vessel Exchange Date, which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the recordation of the security interests granted pursuant to the Collateral Vessel Mortgage(s) to be delivered on such date and such other matters incident thereto as the Administrative Agent may reasonably request and (B) local counsel to the Credit Parties consummating the relevant Vessel Exchange reasonably satisfactory to the Administrative Agent practicing in those jurisdictions in which the Acceptable Replacement Vessel is registered and/or the Credit Party owning such Acceptable Replacement Vessel is organized, which opinions shall be addressed to the Administrative Agent and each of the Lenders and dated such Vessel Exchange Date, which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the perfection of the security interests granted pursuant to the Collateral Vessel Mortgage(s) and such other matters incident thereto as the Administrative Agent may reasonably request;
Xxxxxxxxxxx X. Xxxxxx, and X. Xxxxxxxx. Gravity and the Standard Model with neutrino mixing. Adv. Theor. Math. Phys. 11 (2007) 991–1089. [18] X. X. Xxxxxxxxxxx, X. Xxxxxx, and X. Xxxxxxxx. Geometry and the quantum: Basics. JHEP 1412 (2014) 098. [19] X. X. Xxxxxxxxxxx, X. Xxxxxx, and X. Xxxxxxxx. Quanta of geome- try: Noncommutative aspects. Phys. Rev. Lett. 114 (2015) 091302. [20] X. X. Xxxxxxxxxxx, X. Xxxxxx, and X. X. xxx Xxxxxxxxx. En- tropy and the spectral action. Commun. Math. Phys. (online first) [arXiv:1809.02944]. [21] X. X. Xxxxxxxxxxx, X. Xxxxxx, and X. X. xxx Xxxxxxxxx. Beyond the spectral Standard Model: Emergence of Pati-Salam unification. JHEP 1311 (2013) 132. [22] X. X. Xxxxxxxxxxx, X. Xxxxxx, and X. X. xxx Xxxxxxxxx. Grand unification in the spectral Pati-Salam model. JHEP 11 (2015) 011. [23] X. X. Xxxxxxxxxxx, X. Xxxxxx, and X. Xx¨ohlich. Unified gauge theories in noncommutative geometry. Phys. Lett. B. 296 (1992) 109. [24] X. X. Xxxxxxxxxxx, X. Xxxxxx, and X. Xx¨ohlich. Gravity in noncommu- tative geometry. Comm. Math. Phys. 155 (1993) 205–217. [25] X. X. Xxxxxxxxxxx, X. Xx¨ohlich, and X. Xxxxxxxxx. The gravitational sector in the Xxxxxx-Xxxx formulation of the standard model. X. Xxxx. Phys. 36 (1995) 6255–6275. [26] X. Xxxxxxxxxx et al. Observation of a new boson at a mass of 125 GeV with the CMS experiment at the LHC. Phys. Lett. B716 (2012) 30–61. [27] X. Xxxxxx. Noncommutative differential geometry. Publ. Math. IHES 39 (1985) 257–360. [28] X. Xxxxxx. Essay on physics and noncommutative geometry. In The interface of mathematics and particle physics (Oxford, 1988), volume 24 of Inst. Math. Appl. Conf. Ser. New Ser., pages 9–48. Oxford Univ. Press, New York, 1990. [29] X. Xxxxxx. Noncommutative Geometry. Academic Press, San Diego, 1994. [30] X. Xxxxxx. Noncommutative geometry and reality. X. Xxxx. Phys. 36(11) (1995) 6194–6231.
Xxxxxxxxxxx X. Xxxxxx (“Xx. Xxxxxx”) hereby represents and warrants to Holdings and the other Holdings Members as follows: (i) all of the 2,805,747 Class A-1 Units of Holdings and all of the 8,792,357 Class A-2 Units of Holdings held in his name (collectively, the “Xxxxxx Class A Units”) are currently being held, and at all times after issuance by Holdings have been held, as nominee for the benefit of Xxxxxx Family LOS Holdings, LLC, a Delaware limited liability company (the “Xxxxxx Entity”), (ii) Xx. Xxxxxx has furnished Holdings with a true and complete copy of the nominee agreement (the “Xxxxxx Nominee Agreement”) memorializing all current and past nominee arrangements affecting such Xxxxxx Class A Units and the current limited liability company agreement of the Xxxxxx Entity (the “Xxxxxx Entity LLC Agreement”), (iii) Schedule 2.2(c) correctly lists all of the record and beneficial owners of the Xxxxxx Entity (the “Xxxxxx Entity Owners”), together with each Xxxxxx Entity Owner’s current percentage ownership in the Xxxxxx Entity (the “Xxxxxx Entity Ownership Percentage”), (iv) none of the Xxxxxx Entity Owners holds his interest in the Xxxxxx Entity for the benefit of any other person (as a nominee or otherwise), (v) each of the Xxxxxx Entity Owners is party to and bound by the Xxxxxx Nominee Agreement and the Xxxxxx Entity LLC Agreement, (vi) no options, warrants, profits interests, phantom interests or other equity-linked securities or rights are outstanding that grant any Person, other than the Xxxxxx Entity Owners, any right to benefit from the Xxxxxx Entity or the assets thereof, (vii) each of the Xxxxxx Entity Owners has made cash contributions to the Xxxxxx Entity in the same proportion as his respective Xxxxxx Entity Ownership Percentage and (viii) all profits and losses of Holdings that have been allocated by Holdings to Xx. Xxxxxx in respect of the Xxxxxx Class A Units have been allocated to the Xxxxxx Entity Owners in the same proportion as their Xxxxxx Entity Ownership Percentage.
Xxxxxxxxxxx X. Xxxx Children's Broadcasting Corporation 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Facsimile: (000) 000-0000 with copy to: Xxxx Xxxxx, Esq. Children's Broadcasting Corporation 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Facsimile: (000) 000-0000 If to HHI: Xx. Xxxxxxxxxxx X. Dahl Harmony Holdings, Inc, 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Facsimile: (000) 000-0000 with copy to: Xxxx Xxxxx, Esq. Harmony Holdings, Inc. 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Facsimile: (000) 000-0000 If to Curious: Xx. Xxxxxxxxxxx X. Dahl Curious Pictures Corporation 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Facsimile: (000) 000-0000 with copy to: Xxxx Xxxxx, Esq. Curious Pictures Corporation 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Facsimile: (000) 000-0000 If to CP Management: Xxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxx c/o Curious Pictures Corporation 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 With copy to: Xxxxx Xxxxxxxx, Esq. XXXXXXXX, XXXXX & DEUTSCH, LLP 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000
Xxxxxxxxxxx X. Xxxxx, X. xxx Xxxxx and
Xxxxxxxxxxx X. Xxxxx; 22. Xxxxxxx X. Xxxx; 23. Xxxxxx Xxxxx; 24. Xx Xxxxxxxxxx; 25. Xxx Xx; 26. Xxxxxxx Xxxxxx, Xx.; 27. Xxxxx X. Xxxxxxxxx; 28. Xxxxxxx Xxxxxxxxx; 29. Xxxxxx X. Xxxxxx; and
Xxxxxxxxxxx X. Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 2,590,434 shares owned by Legion Partners I, (ii) 156,974 shares owned by Legion Partners II, (iii) 630,923 shares owned by Legion Partners XI and (iv) 300 shares owned by Legion Partners Holdings. Xxxxxxx Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 2,590,434 shares owned by Legion Partners I, (ii) 156,974 shares owned by Legion Partners II, (iii) 630,923 shares owned by Legion Partners XI and (iv) 300 shares owned by Legion Partners Holdings. EXHIBIT C FORM OF PRESS RELEASE RE: NN, Inc. 0000 Xxxxxx Xxxx Road Charlotte, NC 28177 FOR FURTHER INFORMATION: AT XXXXXXXXX MACGREGOR Xxxxxx Xxxxx (General info) (000) 000-0000 FOR IMMEDIATE RELEASE February [XX], 2019 NN, INC. EXPANDS ITS BOARD OF DIRECTORS Announces Cooperation Agreement with Legion Partners Adds Two New Independent Directors, Xxxx Xxxxxx and Xxxxxx Xxxxx, With Capital Markets, Financial and Governance Expertise Company to Declassify Board by 2021 Annual Meeting Charlotte, NC, February [XX], 2019 – NN, Inc., (NASDAQ: NNBR) a diversified industrial company, today announced that its board of directors has unanimously voted to expand its board by appointing Xxxx Xxxxxx, Founder & Chairman of Avante Capital Partners, and Xxxxxx Xxxxx, formerly Senior Vice President, Chief Financial Officer & Treasurer at Xxxxxx Corporation (retired), as new independent directors, effective immediately. NN’s board will now be comprised of nine directors, eight of whom are independent. Additionally, as part of its commitment to good corporate governance, the Company also announced that it will approve and recommend amendments to its Restated Certificate of Incorporation to implement the Company’s transition to annual elections for directors. Directors will be elected for one- year terms beginning with the 2019 class of directors. Later classes will also stand for one-year terms at subsequent annual meetings, and the board will be fully declassified by the 2021 Annual Meeting when the directors in the 2018 director class complete their elected terms. These initiatives follow constructive dialogue and collaboration with Legion Partners Asset Management LLC (“Legion Partners”). Today’s announcement reflects the Company’s entry i...
Xxxxxxxxxxx X. A neural network that embeds its own meta-levels. In: ICNN, pp. 407–412. IEEE (1993)
Xxxxxxxxxxx X. X., When to Worry about Hyperlipidemia, Consultant, Dec., 1974.
