I-1 Clause Samples
I-1. To the Holders of Shares of Common Stock of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Industries, Inc.: INTRODUCTION SY Acquisition, Inc., a Delaware corporation ("Purchaser") and a direct wholly owned subsidiary of Falcon Products, Inc., a Delaware corporation ("Parent"), hereby offers to purchase all outstanding shares of the common stock, par value $.05 per share ("Shares" or the "Common Stock"), of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Industries, Inc., a Delaware corporation (the "Company"), at a purchase price of $16.50 per Share, net to the seller in cash, without interest (the "Offer Price"), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer. The Parent will pay all fees and expenses of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, as Dealer Manager (in such capacity, the "Dealer Manager"), IBJ Whitehall Bank & Trust Company, as Depositary (the "Depositary"), and ▇.▇. ▇▇▇▇ & Co., Inc., as Information Agent (the "Information Agent"), incurred in connection with the Offer. See Section 16. THE BOARD OF DIRECTORS OF THE COMPANY (THE "COMPANY BOARD") HAS UNANIMOUSLY APPROVED THE OFFER AND THE MERGER AGREEMENT (AS DEFINED BELOW), HAS DETERMINED THAT THE TERMS OF THE OFFER, THE MERGER AND THE MERGER AGREEMENT ARE ADVISABLE, FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS STOCKHOLDERS, AND PURSUANT TO THE OFFER, UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES. Lazard Freres & Co. LLC, the Company's financial advisor ("Lazard Freres"), has delivered to the Company Board its written opinion that the consideration to be received by the stockholders of the Company pursuant to each of the Offer and the Merger is fair to such stockholders from a financial point of view. A copy of the full text of the opinion of Lazard Freres, which sets forth the assumptions made, the matters considered and the limitations on the review undertaken by Lazard Freres, is contained in the Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D- 9"), which is being mailed to stockholders herewith. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TEND...
I-1. Notice The information contained herein should not be disclosed to unauthorized persons. It is meant for use by authorized representatives of Qwest and Customer only. DPS B&C Contract 3 AGREEMENT FOR THE PROVISION OF BILLING AND COLLECTION SERVICES FOR DIRECTORY PUBLISHING SERVICES (DPS) THIS AGREEMENT for the Provision of Billing and Collection Services for Directory Publishing Services (this "Agreement") is entered into as of this 1st day of September, 2003 (the "Effective Date"), by and between Qwest Corporation, a Colorado Corporation ("Qwest") and GPP LLC, a Delaware limited liability company ("Customer") (each a "Party" and together the "Parties"), acting through their authorized representatives.
I-1. WITNESSETH THAT: In consideration of the mutual agreements herein contained, the Company and the Owner Trustee agree as follows:
I-1. This Amended and Restated Trust Agreement (which amends and restates the Trust Agreement, dated November 19, 1997, between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as company (the "Company"), and Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the "Owner Trustee"), which is attached hereto as Exhibit I), dated as of November 1, 1997 (as amended from time to time, this "Trust Agreement"), between the Company and the Owner Trustee, WITNESSETH THAT: In consideration of the mutual agreements herein contained, the Company and the Owner Trustee agree as follows:
I-1. 1~). 4i F TIlE ASSOCIATION 7~ ;;23-97 LETTER OF AGREEMENT Between SCUBA-BCESIMEA/NEA It is the mutual goal of the District and the Secretarial staff to assist in addressing catastrophic illness or incident (long term) of sett: or immediate family members which impact the ability of the employee and the District to meet work obligationslduties.- Further, it is recognized that it is in the best interest of the District and its employees that a notification be made by the employee to a District administrator or committee member as soon as possible so that sick leave or other options be developed and evaluated by all the parties concerned. This would also help to avoid any interpretation that sick leave is being misused (Article XIV, Section C.3.). Therefore the parties agree that they are committed to do the following: • Develop a committee of secretarial staff and administrative personnel to assess each illnessfmcident on an individual basis as brought to the attention of the committee . • Notification to employees that a committee is available for assistance whether it be the existing Employee Assistance Program or another committee formed for this purpose. F(O ~THLE AS~SOC'IA1IO1N ' F Accident Reporting 13 Advance Vacation Pay 18 Advisory Arbitration II Assault and Battery 21 Board of Education Rights I Calendar Length - 27 Cash Option 19-20 Catastrophic lliness 32 Chicago Teachers Union vs. ▇▇▇▇▇▇ 2 Child Rearing Leave 15 Classification 23 Clerk/Clerical 25 Compensation 22 Concerted Action Prohibition Conference Committee 4 Definition,Purpose and Meeting Procedures 2,9,23,30,3 Contract Printing and Distribution 21 Contrary to Law 21 Credit Union 3 Deduction Dues, Other 2 Discipline 1, 4 Duration 28 Employee Development Plan 29 Employment. '" " 4 FacilitiesIProgram Secretaries 24 Funeral Leave 16 Grievance Procedure Definition, Advisory Arbitration, Level - Steps, Procedure, Records, Sick Leave Bank Withdrawal 2, 10 Holiday Schedules . ........ 26
I-1. EXHIBIT J-1 Form of certification for transfer or exchange of non-global restricted security to restricted global security.............................................................J-1-1
I-1. This Amended and Restated Trust Agreement (which amends and restates the Trust Agreement, dated September 1, 1998, between Salomon Brothers Mortgage Securities VII, Inc. as Depositor and Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity, but solely as, as Owner Trustee, which is attached hereto as Exhibit I), dated as of September 1, 1998 (as amended from time to time, this "Owner Trust Agreement"), between the Depositor and the Owner Trustee,
I-1. STOCK AND ASSET PURCHASE AGREEMENT This Stock and Asset Purchase Agreement (this "Agreement") is made and entered into as of this 24th day of November, 1997 by and between Stanhome Inc., a Massachusetts corporation ("Stanhome"), on its own behalf and as representative of and attorney-in-fact for the Qualifying Holders (as defined below), and Laboratoires de Biologie Vegetale ▇▇▇▇ ▇▇▇▇▇▇ S.A., a corporation organized under the laws of France (the "Buyer").
I-1. OFFICE LEASE AGREEMENT This Office Lease Agreement is made and entered into as of the Effective Date by and between OPUS NORTHWEST, L.L.C., a Delaware limited liability company, as Landlord, and METRIS DIRECT, INC., as Tenant.
I-1. This Indenture, dated as of August 1, 2003 (the "Indenture"), is between WFS Financial 2003-3 Owner Trust, a Delaware statutory trust (the "Issuer"), and Deutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as trustee (the "Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's 1.12875% Class A-1 Notes (the "Class A-1 Notes"), 1.58% Class A-2 Notes (the "Class A-2 Notes"), 2.29% Class A-3A Notes (the "Class A-3A Notes"), Floating Rate Class A-3B Notes (the "Class A-3B Notes") and 3.25% Class A-4 Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3A Notes and the Class A-3B Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the following personal property (collectively, the "Collateral"): (i) the Contracts secured by the Financed Vehicles (which Contracts shall be listed in the Schedule of Contracts); (ii) certain monies due under the Contracts after August 27, 2003, including all payments of Monthly P&I with respect to any Financed Vehicle to which a Contract relates received after August 27, 2003 and all other proceeds received on or in respect of such Contracts; (iii) security interests in the Financed Vehicles; (iv) a financial guaranty insurance policy to be issued by Financial Security for the exclusive benefit of Noteholders, which will unconditionally and irrevocably guarantee payment of the Scheduled Payments on each Distribution Date; (v) amounts on deposit in the Collection Account, the Note Distribution Account and the Spread Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (vi) proceeds from claims under certain insurance policies in respect of individual Financed Vehicles or obligors under the Contracts; (vii) certain rights under the Sale and Servicing Agreement; (viii) the protective security interest in certain of the above-described property granted by the Seller in favor of the Issuer; (ix) all present and future claims, demands, causes and choses in action in r...