AEROFLEX INCORPORATED Sample Clauses

AEROFLEX INCORPORATED. By: /s/ Xxxxxxx Xxxxx ----------------- Name: Xxxxxxx Xxxxx Title: President /s/ Xxxxxx Xxxx -------------------- Xxxxxx X. Xxxx
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AEROFLEX INCORPORATED. By: -------------------
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AEROFLEX INCORPORATED. By: ------------------------- ---------------------------- , Optionee ------------------
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AEROFLEX INCORPORATED. TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS.........................................................2 SECTION 1.1. Certain Definitions....................................2 SECTION 1.2. Index of Other Defined Terms...........................7
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AEROFLEX INCORPORATED. By ---------------------- ------------------------------- Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By -------------------------------------- Authorized Signature B-2 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.)
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AEROFLEX INCORPORATED. The undersigned hereby irrevocably elects to exercise -------------------- Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ Dated: ------------------------------- -------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. Form of Reverse Side of Right Certificate -- continued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------------------- Signature - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or...
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AEROFLEX INCORPORATED. By: /s/ Xxxxxxx Xxxxx ----------------------------- Name: Xxxxxxx Xxxxx Title: President and Chief Financial Officer TESTCO ACQUISITION CORP. By: /s/ Xxxxxxx Xxxxx ---------------------------- Name: Xxxxxxx Xxxxx Title: President IFR SYSTEMS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------- Name: Xxxxxxx X. Xxxxxxx Title: President and Chief Executive Officer ANNEX A Conditions to the Offer The capitalized terms used in this Annex A have the meanings set forth in the attached Agreement, except that the term "this Agreement" shall be deemed to refer to the attached Agreement. Notwithstanding any other provision of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may postpone the acceptance for payment of and payment for Shares tendered, and, except as set forth in the Agreement, terminate the Offer as to any Shares not then paid for if (i) the Minimum Condition shall not have been satisfied at the scheduled expiration date of the Offer, (ii) the notification of and approval by the European Commission or any other Governmental Entity shall not have been received, in each case to the extent applicable to the purchase of Shares in the Offer (the "Regulatory Condition"), prior to the expiration of the Offer, or (iii) immediately prior to the expiration of the Offer, any of the following conditions shall exist:
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AEROFLEX INCORPORATED. By: /s/Michael Gorin ------------------------------------------------- Name: Michael Gorin Title: President MCE ACQUISITION CORPORATION By: /s/Michael Gorin ------------------------------------------------- Name: Michael Gorin Title: President MCE TECHNOLOGIES, INC. By: /s/John L. Smucker ------------------------------------------------- Name: John L. Smucker Title: President SHAREHOLDERS' REPRESENTATIVE /s/Michael J. Endres ------------------------------------ Name: Michael J. Endres XXXXXXXX A Intentionally omitted B Form of Employee Confidential Information Agreement C Intentionally omitted D-1 Form of Employment Agreement - John L. Smucker X-0 Xxxx xf Employment Agreement - Jon E. Carlson D-0 Xxxx xf Employment Agreement - Geoffrey D. Smith X Xxxxxxionally omitted F Form of Pledge Escrow Agreement
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AEROFLEX INCORPORATED. By:/s/Leonard Borow ------------------------- Leonard Borow, President /s/Jxxx Xxxxxxxxx, Jr. ------------------------ John Adamovich, Jr.
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Related to AEROFLEX INCORPORATED

  • Plan Incorporated Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Shares shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

  • Recitals Incorporated The recitals of this Agreement are incorporated herein and made a part hereof.

  • Exhibits Incorporated All Exhibits attached are hereby incorporated into this Agreement.

  • Due Incorporation The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdictions of their incorporation and have the requisite corporate power to own their properties and to carry on their business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or prospects or condition (financial or otherwise) of the Company.

  • Schedules Incorporated The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

  • Due Incorporation, Etc The Trust Company is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and authority, as the Owner Manager and/or in its individual capacity to the extent expressly provided herein or in the Lessor LLC Agreement, to enter into and perform its obligations under the Lessor LLC Agreement, this Agreement and each of the other Operative Documents to which it is or will be a party.

  • Due Incorporation; Subsidiaries (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to issue, sell and deliver the Shares as contemplated herein.

  • Articles of Incorporation of the Surviving Corporation The Articles of Incorporation of Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • State of Incorporation; Name; No Changes Seller’s state of incorporation is the State of Nevada. Seller’s exact legal name is as set forth in the first paragraph of this Agreement. Seller has not changed its name whether by amendment of its Articles of Incorporation, by reorganization or otherwise, and has not changed its state of incorporation within the four months preceding the Closing Date.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

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