VOTED a. To approve a lease of approximately __________ square feet of space for terms of ______ years with respect to ___________________in the building commonly known as _____________in ___________, which lease grants the Corporation an option to extend the term for ______________ terms of ____years each, substantially in the form of the draft presented at this meeting, a copy of which shall be placed on file in the office of the [Secretary/Clerk] and be incorporated by reference in this vote;
VOTED a. To approve a lease of approximately 10,888 rentable square feet of space for terms of 6 years with respect to Suite 100 in the building commonly known as 5626 Xxxxxxx Xxxxx xx San Diego, which lease grants the Corporation an option to extend the term for n/a terms of n/a years each, substantially in the form of the draft presented at this meeting, a copy of which shall be placed on file in the office of the [Secretary/Clerk] and be incorporated by reference in this vote;
VOTED. That pursuant to the authority conferred upon the Board of Directors of the Corporation by the provisions of the Restated Articles of Organization of the Corporation, as amended, the proper officers of the Corporation are authorized to file with the Secretary of the Commonwealth of Massachusetts a Certificate of Vote of Directors establishing a series of shares of Preferred Stock, $1.00 par value per share, and that of the 1,000,000 authorized shares of Preferred Stock, $1.00 par value per share, 30,000 shares are hereby designated as Series F Junior Participating Preferred Stock, the relative rights, preferences, powers, privileges and restrictions, qualifications and limitations granted to or imposed upon such series of shares to be as follows:
VOTED. That the Restated Certificate of Incorporation of this Corporation be amended, subject to stockholder approval, as follows:
VOTED. That pursuant to authority conferred upon and vested in the Board of Directors by the Restated Articles of Organization, as amended as of the date hereof (the "Articles of Organization"), of American Science and Engineering, Inc. (the "Corporation"), the Board of Directors hereby establishes and designates a series of Preferred Stock of the Corporation and hereby fixes and determines the preferences, voting powers, qualifications and special and relative rights of the shares of such series, in addition to those set forth in the Articles of Organization, as follows:
VOTED. That the Chairman, the President, any Vice President or Treasurer of the Corporation, signing singly, and their respective successors in office, be and they hereby are authorized, empowered and directed on behalf of the Corporation to do and perform all acts and things and to execute, acknowledge and deliver all instruments and documents of whatsoever kind and nature necessary or incidental to or required by Fleet Precious Metals Inc., a Rhode Island corporation ("FPM"), for the transaction of all of the business of the Corporation with FPM, and, without limiting the generality of the foregoing, in particular (i) to sign, endorse or deposit any and all drafts, notes, acceptances, documents of title, contracts for the opening of commercial credits and for the creation of acceptances, and spot or forward contracts in foreign exchange, and the use is hereby authorized of a rubber stamp endorsement on drafts, notes and acceptances whose proceeds are credited to any account of the Corporation with FPM; (ii) to borrow and otherwise effect consignments, loans and advances or any extensions of credit, at any time and in any amount or form, for this Corporation from FPM; (iii) to sell to or discount with FPM any or all commercial paper, receivables and other evidences of debt at any time held by the Corporation; and (iv) to pledge, hypothecate, mortgage, assign, transfer, endorse and deliver to FPM as security for the payment of any obligation at any time owed to FPM, any and all property of every description, real or personal, and any interest therein at any time held by the Corporation; and it is further VOTED: That the Corporation enter into a Second Amendment and Agreement (the "Second Amendment Agreement") with FPM pursuant to which the parties will amend that certain Amended and Restated Consignment Agreement by and between FPM and the Corporation dated as of June 30, 2000, as amended by a certain First Amendment and Agreement dated as of July 19, 2002 (the "Consignment Agreement"): (i) to extend the maturity of the consignment facility to September 16, 2002; and (ii) to make certain other conforming or otherwise necessary changes in the Consignment Agreement; which Amendment Agreement is to be substantially in the form presented to this meeting, with such changes in the text, form and terms thereof as the officer of the Corporation executing such document may deem necessary or desirable and proper (the necessity or desirability and propriety of such changes ...
VOTED x.Xx approve a lease of approximately square feet of space for terms of years with respect to in the building commonly known as in , which lease grants the Corporation an option to extend the term for ___________ terms of years each, substantially in the form of the draft presented at this meeting, a copy of which shall be placed on file in the office of the [Secretary/Clerk] and be incorporated by reference in this vote;
VOTED a. To approve a lease of approximately 32,432 square feet of space for a term of five (5) years from 4901 LBJ Limited Partnership in the building commonly known as 4901 LBJ Freeway, Farmers Xxxxxx, Xxxxx, xxxxx xxxxx xxxxxx xxx Xenant an option to extend the term for one (1) term of five (5) years, substantially in the form of the draft presented at this meeting, a copy of which shall be placed on file in the office of the Secretary and be incorporated by reference in this vote;
VOTED. That the proper officers of the Company be, and each of them hereby is, authorized, in the name and on behalf of the Company, to take all such actions and to execute all such documents as they may deem necessary or appropriate in connection with the elimination of the original Series A Junior Participating Preferred Stock.
VOTED. To authorize and direct the Corporation to license the Canadian rights to certain of its intellectual property to LoJack Ireland pursuant to a license agreement between the Corporation, as licensor, and LoJack Ireland, as licensee (as further amended, restated, modified and supplemented from time to time, in accordance with its terms, the "License Agreement"), and to authorize and direct the Corporation to enter into, execute, deliver and perform the License Agreement.
