Xxxxxx President and Chief Executive Officer. Dear Sirs: We understand that Tekmira Pharmaceuticals Corporation (the “Corporation”) proposes to appoint Versant Partners Inc. (the “Agent”) to offer for sale, up to 1,800,000 units of the Corporation (the “Units”) at a price of Cdn.$2.85 per Unit (the “Offering Price”). Each Unit consists of one common share in the capital of the Corporation (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Common Share (a “Warrant Share”) at a price of Cdn.$3,35 at any time prior to 5:00 p.m. (Vancouver time) on the date that is five years following the Closing Date (as defined herein). Based upon the foregoing and subject to the terms and conditions set out below, the Corporation hereby appoints the Agent to act as its sole and exclusive agent in Canada and the Agent hereby accepts such appointment, to effect the sale of the Units for an aggregate purchase price of up to $5,130,000 (the “Offering”), to persons resident in the Offering Jurisdictions (as defined below), and other offshore jurisdictions (other than the United States (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), all in the manner contemplated by this Agreement. For greater certainty, no offers or sales of Units, Common Shares and Warrants comprising the Units, or Warrant Shares shall be made by the Agent in the United States or to, or for the account or benefit of, any U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act), and, unless arising out of a breach of the Agent’s obligations under Section 2(c)(ii) hereunder, the Agent assumes no liability arising from or under the provisions of this agreement in respect of any concurrent sales of Units, Common Shares and Warrants comprising the Units, or Warrant Shares by the Corporation in the United States or to, or for the account or benefit of, any U.S. Persons. The Agent agrees to use its best efforts to sell the Units, but it is hereby understood and agreed that the Agent shall act as agent only and are under no obligation to purchase any of the Units, although the Agent may subscribe for Units, subject to applicable laws and applicable policies of the Toronto Stock Exchange and NASDAQ Capital Market, if it so desires.
Xxxxxx President and Chief Executive Officer. FB FINANCIAL CORPORATION Xxxxxxxxxxx X. Xxxxxx President and Chief Executive Officer [Xxxxxxxx – Employment Agreement Signature Page]
Xxxxxx President and Chief Executive Officer. If to Executive, at Executive’s home address listed on Schedule B.
Xxxxxx President and Chief Executive Officer. If you mailed the proxy, please accept our thanks and disregard this request. For further information call (xxx) xxx-xxxx. -------------------------------------------------------------------------------- This notice is neither an offer to sell nor a solicitation of an offer to buy the common shares of Security Financial Bancorp, Inc. The offer is made only by the Prospectus dated November xx, 1999. The securities offered in the Conversion are not deposits or accounts and are not federally insured or guaranteed..
Xxxxxx President and Chief Executive Officer. CMH PARTIES: CUMMER/XXXXXX HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------------- Xxxxxxx X. Xxxxxx, President and Chief Executive Officer CUMMER/XXXXXX SECURITIES, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------------- Xxxxxxx X. Xxxxxx, President [Signature Page to the Agreement and Plan of Reorganization] CUMMER/XXXXXX CAPITAL PARTNERS, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------------- Xxxxxxx X. Xxxxxx, President CUMMER/XXXXXX CAPITAL ADVISORS, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------------- Xxxxxxx X. Xxxxxx, President [Signature Page to the Agreement and Plan of Reorganization] JOINDER By their signatures appearing below, Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx hereby severally join in the execution of the foregoing Agreement and Plan of Reorganization to evidence their agreement to (i) deliver the respective New Employment Agreements to which they are to be parties as contemplated in Section 2.5 of the Agreement and Plan of Reorganization and to deliver a Release as contemplated in Section 8.4 of the Agreement and Plan of Reorganization, in each case upon the closing of the Reorganizations, and (ii) to be bound by and observe and perform all restrictions and obligations imposed on the members of the C/M Group by the Agreement and Plan of Reorganization. /s/ Xxxxxxx X. Xxxxxx ------------------------------------------ Xxxxxxx X. Xxxxxx, individually /s/ Xxxxxx X. Xxxxxx ------------------------------------------ Xxxxxx X. Xxxxxx, individually [Joinder to the Agreement and Plan of Reorganization] Exhibit A EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement"), dated as of October _________, 2000, between Xxxxxxx Xxxxxx Xxxxxx Inc., a Texas corporation (the "Company"), and Xxxxxxx X. Xxxxxx (the "Employee").
Xxxxxx President and Chief Executive Officer. Agreed: -------------------------------- Xxxxx X. Xxxxx December 31, 2001 EXHIBIT A RELEASE I, Xxxxx X. Xxxxx, a resident of the State of Minnesota and employee or former employee of Transport Corporation of America, Inc. a Minnesota corporation ("Transport America"), do hereby release Transport America, its past and present affiliates, and its and their past and present officers, directors, agents, shareholders, employees, attorneys, insurers and indemnitors, acting in their capacity as such (collectively, the "Releasees") from any and all claims and causes of action, known or unknown, which I may have against any and all of them. Through this release, I extinguish all causes of action against the Releasees occurring up to the date hereof, including but not limited to any contract, compensation or benefit claims; intentional infliction of emotional distress, defamation or any other tort claims; all claims relating to my status as an employee or officer of Transport America and its past and present affiliates, including but not limited to any claims arising under Minnesota Statutes, Chapter 302A and common law (other than claims for indemnification otherwise available to me by Transport America or its insurance carriers which shall remain available) and all claims arising from any federal, state or municipal law or ordinance, including the Family and Medical Leave Act and the Fair Labor Standards Act and all Minnesota labor and employment law statutes. This release extinguishes any potential claims of employment discrimination arising from my employment with and resignation from Transport America and any of its past and present affiliates, including specifically any claims under the Minnesota Human Rights Act, the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, the Older Workers Benefit Protection Act, and the Age Discrimination in Employment Act. This release does not relinquish my claims with respect to (i) my salary or accrued vacation pay earned through the date hereof or as provided in Paragraph 1 of my letter agreement with Transport America dated December 31, 2001 (the "December 2001 Letter"), (ii) my vested accounts in Transport America's 401(k) Plan, Employee Stock Purchase Plan and Transport America's Flexible Benefit Plan, if I participated in such Plans, (iii) eligible claims under Transport America's health plan I have incurred on or before the date hereof and (v) claims for reimbursements of business expenses. This...
Xxxxxx President and Chief Executive Officer. “The Caisse has solid gas infrastructure experience, primarily in Québec with its significant stake in Gaz Métro but also in the U.S. and U.K. Our 33.5% stake in Interconnector, a company in which Fluxys also has a 15% interest, has allowed us to better understand the Fluxys Group and realize its potential value,” added Xx. Xxxxx. Investment and development program support The agreement in principle signed on Friday, January 28, 2011 specifically allows the Caisse de dépôt et placement du Québec to acquire a 10% stake in Fluxys G through a €150 million capital increase. Publigas and the Caisse de dépôt et placement du Québec are confident that this agreement will lead to fruitful cooperation within the Fluxys Group. The capital increase will support the Group’s investment and development program in Belgium and abroad. Closing before the end of the first half of 2011 Subject to approval by the Publigas Board of Directors and finalization of definitive agreements, the closing of the transaction will take place before the end of the first half of 2011. Important agreement elements As part of this transaction, the Caisse de dépôt et placement du Québec takes over 10% of the guarantee granted to Fluxys by its shareholders at the time, which is the value of the transit activities included in the acquisition of Distrigas & C° in June 2008. In 2010, upon the buyout of Electrabel's interest in Fluxys, this guarantee was fully assumed by Publigas. In terms of corporate governance, the agreement signed between Publigas and the Caisse de dépôt et placement du Québec stipulates that the Caisse will have proportional representation in the administrative bodies of Fluxys G et de Fluxys SA. Press contacts Publigas Caisse de dépôt et placements du Québec Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Tel.: +00 0 000 00 00 Tel.: (000) 000-0000 Xxxxxxxxx Xxxxxx Tel.: +00 000 00 00 00 Xxxxxx Xxxxxxxx Tel.: +00 0 000 00 00 About the Caisse de dépôt et placement du Québec The Caisse de dépôt et placement du Québec is a financial institution that manages funds primarily for public and private pension and insurance plans. At December 31, 2009, it held CA$131.6 billion of net assets. As one of the leading institutional fund managers in Canada, the Caisse invests in the main financial markets as well as in private equity and real estate. The Caisse de dépôt et placement du Québec has significant gas transport infrastructure sector expertise, particularly through its stakes in the following companie...
