Examples of Xxxxxxx Disclosure Letter in a sentence
Except as set forth in Section 5.3 of the Xxxxxxx Disclosure Letter, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of Xxxxxxx Common Stock to which Xxxxxxx or, to Xxxxxxx'x knowledge, any of its stockholders is a party.
Except as set forth in Section 5.5 of the Xxxxxxx Disclosure Letter, each Xxxxxxx Material Contract has been duly authorized and executed by Xxxxxxx, is in full force and effect and is enforceable by Xxxxxxx in accordance with its terms, except where the failure to be so would not have a Xxxxxxx Material Adverse Effect.
Such RMSI Stockholder has received and reviewed a copy of this Agreement and all exhibits, schedules and appendices hereto (including without limitation the Xxxxxxx Disclosure Letter) as well as copies of the Xxxxxxx SEC Report.
All improvements located on or constituting part of the Real Property and their use and operation by Xxxxxxx and the Xxxxxxx Subsidiaries are in compliance in all material respects with all applicable laws, ordinances, regulations, licenses, permits and authorizations, except as set forth in Section 5.4 of the Xxxxxxx Disclosure Letter.
Four tributaries of the Killuran river emerge within the boundary of the site and these flow west towards the Killuran River.
Except as set forth in Section 5.1(b) of the Xxxxxxx Disclosure Letter, all of the outstanding shares of capital stock of, or partnership or other equity interests in, each Xxxxxxx Subsidiary are owned beneficially and of record by Xxxxxxx free of any lien, restriction or encumbrance and such shares, partnership interests or other equity interests have been duly and validly issued and are outstanding, fully paid and non-assessable.
As at the date of this Agreement there are: (A) 50,912,599 Xxxxxxx Shares validly issued and outstanding as fully-paid and non-assessable shares of Xxxxxxx; (B) outstanding Xxxxxxx Options providing for the issuance of 1,010,000 Xxxxxxx Shares upon the exercise thereof; 152,666 outstanding Xxxxxxx RSUs; and no outstanding Xxxxxxx DSUs or Xxxxxxx SARs. The terms of the Xxxxxxx Options (including exercise price) and Xxxxxxx RSUs are disclosed in Schedule 3.1(g)to the Xxxxxxx Disclosure Letter.
Section 3.17 of the Xxxxxxx Disclosure Letter sets forth a true and complete list of all material collective bargaining or other labor union Contracts applicable to any employees of Xxxxxxx or any of the Xxxxxxx Subsidiaries.
All warrants or other securities convertible into Xxxxxxx Common Shares (other than options to purchase Xxxxxxx Common Shares issued under the Xxxxxxx Option Plans) to be assumed in the Xxxxxxx Merger pursuant to Section 3.4 are set forth in Section 4.5(b) of the Xxxxxxx Disclosure Letter.
This Agreement (including the exhibits and schedules hereto and the Xxxxxxx Disclosure Letter and the Mountain Disclosure Letter) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder.