Xxxxxxxxxxx X Sample Clauses

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. Xxxxxxx, General Counsel of the Company, shall have furnished to the Initial Purchasers his written opinion, as General Counsel to the Company, addressed to the Initial Purchasers and dated such Delivery Date, in form and substance reasonably satisfactory to the Initial Purchasers, to the effect that: (i) Other than as set forth in the Offering Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Stock pursuant to the Company's charter or by-laws or any agreement or other instrument known to such counsel; (ii) To such counsel's knowledge, the Company and each of its subsidiaries have good and marketable title to all property (real and personal) described in the Offering Memorandum as being owned by them, free and clear of all liens, claims, security interests or other encumbrances except such as are described in the Offering Memorandum or, to the extent that any such liens, claims, security interests or other encumbrances would not have a Material Adverse Effect (individually or in the aggregate) and all the material property described in the Offering Memorandum as being held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases, with only such exceptions as would not have a Material Adverse Effect (individually or in the aggregate); (iii) To such counsel's knowledge and except as (1) otherwise disclosed in the Offering Memorandum or in the documents incorporated therein by reference, and (2) as provided in the Registration Rights Agreement, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to include such person's securities in the securities registered pursuant to Registration Statement; (iv) To such counsel's knowledge and except as otherwise disclosed or incorporated by reference in the Offering Memorandum, there are no legal or governmental proceedings pending or threatened, against the Company or any of its subsidiaries or to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, are reasonably likely to cause a Material Adverse Effect; and (v) None of the issue and sale of the CODES and Guarantees being delivered on such Delivery Date by t...

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) 2,772,956 shares owned by Legion Partners I, (ii) 131,184 shares owned by Legion Partners II and (iii) 200 shares owned by Legion Partners Holdings.

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, X. xxx Xxxxx and

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 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) 1,429,032 shares owned by Legion Partners I, (ii) 90,731 shares owned by Legion Partners II, and (iii) 184,476 shares owned by Legion Partners Special VII. 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) 1,429,032 shares owned by Legion Partners I, (ii) 90,731 shares owned by Legion Partners II, and (iii) 184,476 shares owned by Legion Partners Special VII. Ridgefield, CT, January 16, 2018 – The Chefs’ Warehouse, Inc. (the “Company”) (Nasdaq: CHEF), a premier distributor of specialty food products in the United States and Canada, announced today that it has entered into an agreement (the “Cooperation Agreement”) with Legion Partners Asset Management, LLC and certain of its affiliates (collectively, “Legion Partners”). Legion Partners beneficially owns approximately 6.0% of the Company’s outstanding common stock. Pursuant to the Cooperation Agreement, the Company has agreed to appoint two new independent directors, Xxxxxxxxx Xxxxxxx and Xxxxx X. Xxxxxxxxxx, to the Company’s Board of Directors on or prior to February 18, 2018, and to nominate Xx. Xxxxxxx and Xx. Xxxxxxxxxx at the Company’s 2018 and 2019 annual meetings of stockholders. In addition, Xx. Xxxxxxxxxx will join the Board’s Compensation and Human Capital Committee, Xx. Xxxxxxx will join the Board’s Audit Committee and one of the new directors will join the Board’s Nominating and Corporate Governance Committee. The Company has also agreed to reduce the size of the Board by one director at each of the 2018 and 2019 annual meetings of stockholders so that immediately following the 2019 annual meeting of stockholders, the Board will be fixed at 10 directors. In addition, pursuant to the Cooperation Agreement, Legion Partners has agreed to vote its shares in support of any director nominated and recommended by the Board at the Company’s 2018 and 2019 annual meetings of stockholders, in addition to certain customary standstill provisions and other voting agreements. The parties have also agreed to certain mutual non-disparagement obligations. “We are pleased to welcome Xxxxxxxxx and Xxxxx to the Chefs’ family. I am excited for us all to work together to maximize our future prospects and increase sharehold...

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.