CHINA The following provisions govern your participation in the Plan if you are a national of the People’s Republic of China (“China”) resident in mainland China, as determined by the Company in its sole discretion:
P&I an Owner or the Manager or any other person fails or omits to comply with any requirements of the protection and indemnity association or other insurer with which a Mortgaged Vessel is entered for insurance or insured against protection and indemnity risks (including oil pollution risks) to the effect that any cover (including, without limitation, any cover in respect of liability for Environmental Claims arising in jurisdictions where such Mortgaged Vessel operates or trades) is or may be liable to cancellation, qualification or exclusion at any time; or
LTD By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT XXXXXX XXXXXX By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT EXHIBIT A IRREVOCABLE PROXY The undersigned shareholder of ECI Telecom Ltd., a company formed under the laws of the State of Israel (the "COMPANY") hereby irrevocably appoints and constitutes Xxxxx Xxxxx and/or Zohar Uzdin as the attorney and proxy of the undersigned with full power of substitution and resubstitution to the full extent of the undersigned's rights with respect to (i) the issued and outstanding ordinary shares, par value NIS 0.12 per share of the Company ("COMPANY SHARES"), owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy and (ii) any and all other Company Shares which the undersigned may acquire of record after the date hereof (collectively, the "SUBJECT SECURITIES"). Upon execution of this proxy, all prior proxies given by the undersigned with respect to any of the Subject Securities regarding the matters that are the subject hereof, are hereby revoked and no subsequent proxies will be given with respect to any of the Subject Securities. This proxy is irrevocable and coupled with an interest, until the earliest to occur of any of the events specified in clauses (i) through (iii) of the following paragraph, at which time this proxy shall automatically be revoked. Each of the attorneys and proxies named above are hereby instructed and authorized to exercise this proxy to appear in the name and instead of the undersigned for the purpose of establishing a quorum and to vote (or cause to be voted) all of the Subject Securities, at any general, special or other meeting of the shareholders of the Company, and at any adjournment(s) or postponement(s) thereof, however called or convened, or pursuant to any consent in lieu of a meeting or otherwise, which the undersigned has the right to so vote during the period from the date hereof until the earlier of (i) immediately prior to the termination of the Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated the date hereof, among the Company, Epsilon 1 Ltd. , an Israeli company ("PURCHASER") and Epsilon 3 Ltd., an Israeli company and an indirect wholly owned subsidiary of Purchaser ("MERGER SUB"), in accordance with its terms, (ii) the agreement of Purchaser and the undersigned to terminate this proxy, and (iii) the Effective Time (as defined in the Merger Agreement):
Hong Kong Each of the Underwriters, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that:
Conhecimento da Lingua O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (“Agreement” xx xxxxxx).
Egypt Egyptian British Bank S A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Estonia Hansabank Finland Xxxxxx Bank Plc. France BNP Paribas, S.A. Germany Dresdner Bank AG Ghana Barclays Bank of Ghana Limited Greece National Bank of Greece S.A. Hong Kong Standard Chartered Bank Hungary Citibank Rt. Iceland Icebank Ltd.
Alex Xxxxx shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out their obligations under this Agreement;
Information Technology The Company’s and the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) operate and perform in all material respects as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted. The Company, and the Subsidiaries maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed and stored thereon, and to the knowledge of the Company, there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and the Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for any such noncompliance that would not have a Material Adverse Effect.
Consentement Relatif à la Langue Utilisée Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente. Notifications
S&P Standard & Poor’s Ratings Service, a division of The XxXxxx-Xxxx Companies.
