Xxxx and Xxxxx X. Xxxxxx, officers of Proxim, Inc., a Delaware corporation ("PROXIM"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Western Multiplex that now are or hereafter may be owned of record by the undersigned (collectively, the "SHARES") in accordance with the terms of this Proxy. The Shares owned of record by the undersigned stockholder of Western Multiplex as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date (as defined below).
Xxxx and Xxxxx X. Xxxx (the “Legacy Nominees”) to the Resulting Corporation Board, each for a term expiring at the next annual meeting of the shareholders of the Resulting Corporation following the Effective Time. The Resulting Corporation shall nominate, and recommend that the Resulting Corporation shareholders elect, each of the Legacy Nominees to the Resulting Corporation Board at the first annual meeting of the shareholders of the Resulting Corporation following the Effective Time. Notwithstanding the foregoing, the Resulting Corporation’s obligation to nominate and recommend each Legacy Nominee is subject to such Legacy Nominee’s compliance with the Resulting Corporation’s governance and ethics policies in place from time to time and such Legacy Nominee (other than Xxxxx X. Xxxxxxx) qualifying as an independent director under applicable NYSE and SEC rules, in each case, as reasonably determined by the Resulting Corporation’s Nominating and Corporate Governance Committee.
Xxxx and Xxxxx X. Xxxxx (each a "Co-Founder") shall each have the right, exercisable upon written notice to Purchaser within thirty (30) days of the date of such termination, to purchase his pro rata share of the Stock which has not vested pursuant to Section 4 below as of such termination date, at a purchase price of $.25 per share (the "Co-Founders' Option"). The Co-Founder's pro rata portion shall be that number of shares equal to the product obtained by multiplying (x) the aggregate number of shares of Stock which have not vested pursuant to Section 4 below by (y) a fraction the numerator of which is the number of shares of Common Stock owned by such Co-Founder (on an as-if-converted basis) at the time of Purchaser's termination and the denominator of which is the total number of shares of Common Stock owned by each of the Co-Founders (on an as-if-converted basis) at the time of Purchaser's termination.
Xxxx and Xxxxx X. Xxxxx In connection with the foregoing change, each Covered Person hereby authorizes the Administrative Agent to prepare and file such UCC financing statements as are necessary to amend the UCC financing statements previously filed in connection with the Security Interests granted pursuant to the Loan Documents.
Xxxx and Xxxxx X. Xxxxxx pursuant to the terms of a Guaranty Agreement executed and delivered prior to the Effective Time in form and substance satisfactory to the Audit Committee of the Board of Directors of the Company.
Xxxx and Xxxxx X. Xxxxx and the knowledge such persons would reasonably be expected to obtain if each of them had made reasonable due inquiry of his direct and indirect reports.
Xxxx and Xxxxx X. Xxxxx to me personally known, who, being by me duly sworn, did say that they are the C.O.O.
Xxxx and Xxxxx X. Xxxxx acknowledged the execution of said instrument to be the voluntary act and deed of said corporation for the uses and purposes therein set forth. _________/s/ Xxxx X. Webb______ Notary Public in and for the State of IOWA My Commission Expires: 9-11-01 EXHIBIT “B” LEGAL DESCRIPTION XXXXXXX LAND - PARCEL 1 Lots 3, 4, 5 and 6; and all that part of the North-South Alley Right of Way lying West of an adjoining Lots 3 and 4; All in Block 5, West Fort Des Moines, an Official Plat, All now included in and forming a part of the City of Des Moines, Polk County, Iowa. ENERGY LAND - PARCEL 2 Lots 5 and 6 in Block 6 and all that part of the east/west alley right-of-way south of and adjoining Lot 6 in Block 6, all in WEST FORT DES MOINES, an Official Plat, all now included in and forming a part of the City of Des Moines, Iowa.
Xxxx and Xxxxx X. Xxxxx (jointly and severally) --------------------------------------------------------- hereinafter referred to as "Guarantors" have a financial interest in Lessee; and
Xxxx and Xxxxx X. Xxxxxxxxx understand the provisions of Rule 144 promulgated under the Securities Act govern the resale of restricted securities. Assuming Xxxxx X. Xxxx and Xxxxx X. Xxxxxxxxx have complied with Rule 144 in their sale of restricted stock as generally set forth in Section 3(D) of this AGREEMENT, and the other requirements, if any, for resale under Rule 144 are met, when Xxxxx X. Xxxx and Xxxxx X. Xxxxxxxxx decide to sell their stock or remove the restrictions from their stock to make it unrestricted and freely tradable, WORLD AM shall request that its securities counsel, and its transfer agent, as applicable, shall provide the necessary services at WORLD AM’s expense in order to facilitate their sale of stock under Rule 144 or to otherwise make such restricted stock freely tradable.
