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 Lead Managers his written opinion, as General Counsel to the Company, addressed to the International Managers and dated such Delivery Date, in form and substance reasonably satisfactory to the Lead Managers, to the effect that:
(i) Other than as set forth in the Prospectus, 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 Prospectus as being owned by them, free and clear of all liens, claims, security interests or other encumbrances except such as are described in the Prospectus 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 Prospectus 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 otherwise disclosed in the Prospectus, 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;
(iv) To such counsel's knowledge and except as otherwise disclosed in the Prospectus, 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 the Registration Statement;
(v) None of the issue and sale of the shares of Stock being delivered on such Delivery Date by the Company and the compliance by the Company, the Significant Subsidiary and the Guarantors, as applicable, with all of the provisions of this Agreement, the U.S. Underwriting Agreement and the Debt Underwritin...
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. 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) 559,919 shares owned by Legion Partners I, (ii) 108,856 shares owned by Legion Partners II, and (iii) 317,361 shares owned by Legion Partners Special II. 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) 559,919 shares owned by Legion Partners I, (ii) 108,856 shares owned by Legion Partners II, and (iii) 317,361 shares owned by Legion Partners Special II. PITTSBURGH, PA, February 17, 2016 – X.X. Xxxxxx Company (NASDAQ: FSTR), today announced that it appointed Xxxxxxx X. Xxxx to its Board of Directors, effective February 12, 2016. Xx. Xxxx is also being appointed to the Compensation Committee and the Corporate Nomination and Governance Committee of the X.X. Xxxxxx Board. With the addition of Xx. Xxxx, the X.X. Xxxxxx Board will comprise nine directors, eight of whom are independent, and will reduce to eight directors at the 2016 Annual Meeting of Shareholders due to the retirement of an incumbent director under the provisions of the Company’s Corporate Governance Guidelines. Xx. Xxxx, 32, is a founder of, and a Managing Director at, Legion Partners Asset Management, LLC, which, along with its affiliates, is a large shareholder of the Company (collectively, “Legion Partners”). Prior to founding Legion Partners in 2011, Xx. Xxxx was an investment professional for Shamrock Capital Advisors, the alternative investment vehicle of the Disney Family. Xx. Xxxx graduated from the Xxxxxxx School at the University of Pennsylvania with a Bachelor of Science degree in Economics and is a CFA. Since 2013, Xx. Xxxx has served on the Board of Directors of publicly-held RCM Technologies, Inc. and currently serves as Chairman of the Board. “We are pleased to welcome Xxxx to the X. X. Xxxxxx Board of Directors,” said Xxx Xxxxxx, Chairman of the Board. “We believe Brad’s investment background and public company Board experience will be beneficial to X.X. Xxxxxx and our shareholders as we continue to execute on our initiatives for creating shareholder value. I am particularly delighted with the confidence that Xxxx has in the Company and our shared vision of the future.” Xx. Xxxx stated, “I am honored to serve on the board of a global company with such high quality solutions that im...
Xxxxxxxxxxx X. A neural network that embeds its own meta-levels. In: ICNN, pp. 407–412. IEEE (1993)
