Pxxxx X. Xxxxxx February 5, 2007 Page 2
Pxxxx X. Xxxxxx, Xx., Secretary and Associate General Counsel of Ford, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives his written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that:
Pxxxx X. Xxxxxx February 5, 2007 Page 9 Please acknowledge that the foregoing correctly and completely sets forth your understanding of the arrangements, and your acceptance hereof, by signing, dating and returning to me, the attached second copy of this Agreement. Yours truly, /s/ Mxxx X. Xxxxxxxxxx Mxxx X. Xxxxxxxxxx For and on behalf of Nortel Networks Corporation /s/ Gxxxxx X. Xxxxxx Gxxxxx X. Xxxxxx General Counsel – Corporate and Corporate Secretary /s/ Pxxxx X. Xxxxxx Pxxxx X. Xxxxxx Date: February 5, 2007 Attach. Second copy of this Agreement
Pxxxx X. Xxxxx and Mxxxxxx X. Xxxxx, their estates, their lineal descendants and any other trust for the benefit of such Persons and (viii) any Person who any of the foregoing have voting control over the Equity Interests of the Borrower held by such Person; and (b) (i) Pentland Securities (1981) Inc., a Canadian corporation, (ii) Lincolnshire Holdings Inc., (iii) Nooya Investments Inc., (iv) Exxx Xxxxxx and Sxxxxxx Xxxxxx, their spouses, their estates, their lineal descendants and any trusts for the benefit of such Persons (including, as to any common stock of the Company held by it for the benefit of such Persons, the trust established under the Voting and Exchange Trust Agreement (as defined in the Combination Agreement dated as of July 21, 2004 between the Company and Molson), (v) the successors of any such Persons, (vi) any Persons Controlled by such Persons and (vii) any Person who any of the foregoing have voting control over the Equity Interests of the Company held by such Person.
Pxxxx X. Xxxxxxx at any time fails to own at least ten percent (10%) of the voting stock of Nxxxxxxx Financial, Inc. (“Parent”) or that Parent at any time fails to own all of the issued and outstanding stock of Borrower, or that Pxxxx X. Xxxxxxx at any time fails to control the Borrower; or
Pxxxx X. Xxxxxxxx, as an individual and as Trustee of the InPath, LLC Voting Trust ("Gombrich"); Txxxxxxx X. Xxxxxx, as Trustee of each of The EAG Trust, The CMC Trust, The MDG Trust and The MSD Trust; Wxxxxxx X. Xxxxxx; AccuMed International, Inc., a Delaware corporation; Northlea Partners Ltd., a Colorado limited partnership; Fxxx X. Xxxxxxx, as Trustee of Fxxx X. Xxxxxxx'x Trust; Wxxxxx Xxxxxx, as Trustee of the Sxxxxx Xxxxxx Trust; and Monroe Investments, Inc., an Illinois corporation (collectively, the "InPath Members," and, collectively with Milley, Shaw, Cadmus and MMI, the "Shareholders").
Pxxxx X. Xxxxxx Co. CPA’s has not issued any management letter in connection with its audit of the Company’s audited Financial Statements for 2005 or 2004.
Pxxxx X. Xxxxxxxxxx has executed a guaranty for the standard non-recourse carveouts.
Pxxxx X. Xxxxxx has a security interest in Dynamet’s corporate aircraft. See item 4. 1 (c)(vii). SCHEDULE 2.17 DYNAMET INCORPORATED SCHEDULES TO AGREEMENT AND PLAN OF MERGER Real Estate Interests Item 2.17. List and summary description: Locations Land (Acres) Buildings (Sq. feet) Washington, PA: 22 Corporate offices 5,800 Rolling Mill 99,000 Coil finishing 22,300 Fine wire 13,500 Shapes 21,000 Metal prep 9,000 Research and development 14,350 184,950 Clearwater, FL 10 63,300 Stanton, CA 1 8,640 MxXxxxxx, PA 15 41,000 Bridgeville, PA 3 38,000 Total 51 335,890
