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. 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 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)
