Xxxxxx and Mr. Xxxx Xxx Xxxx as independent non-executive Directors. For illustrative purpose of this announcement and unless otherwise specified, conversion of RMB into HK$ is based on the exchange rate of RMB1.00 = HK$1.20.
Xxxxxx and Mr. Xxxxxx recognize that the Exchange being conducted with the Stockholders is based, to a material degree, upon the representations and warranties of Xxxxxx and Xx. Xxxxxx as set forth and contained herein and Xxxxxx and Xx. Xxxxxx (collectively the "Indemnifying Parties") hereby agree to jointly and severally indemnify and hold harmless the Stockholders against all damages, costs, or expenses (including reasonable attorney's fees) arising as a result of any breach of representation or warranty or omission made herein by the Indemnifying Parties. If any action is brought against Xxxxx or the Stockholders (collectively the "Indemnified Parties") in respect of which indemnity may be sought against the Indemnifying Parties pursuant to the foregoing paragraph, the Indemnified Parties shall promptly notify the Indemnifying Parties in writing of the institution of such action (but the omission to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liability that the Indemnifying Parties may have to such Indemnified Parties except to the extent the Indemnifying Parties are materially prejudiced or otherwise forfeit substantive rights or defenses by reason of such failure), and the Indemnifying Parties shall assume the defense of such action, including the employment of counsel to be chosen by the Indemnifying Parties to be reasonably satisfactory to the Indemnified Parties, and payment of expenses. The Indemnified Parties shall have the right to employ the Indemnifying Parties counsel, or the Indemnified Parties' own counsel in any such case, but the fees and expenses of such counsel shall be at the Indemnified Party's expense, unless the employment of such counsel shall have been authorized in writing by the Indemnifying Parties in connection with the defense of such action, or the Indemnifying Parties shall not have employed counsel to take charge of the defense of such action, or counsel employed by the Indemnifying Parties shall not be diligently defending such action, or the Indemnified Parties shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Parties, or that representation of such Indemnified Party and the Indemnifying Parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case the Indemnifying Parties shall...
Xxxxxx and Mr. Xx Xxxxxxxx. For the purpose of this announcement, translations of RMB into HK$ or vice versa have been calculated by using an exchange rate of RMB0.8802 equal to HK$1.00. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
Xxxxxx and Mr. Park shall procure that there shall be held a meeting of the Board of the Company at which:
Xxxxxx and Mr. Key as Class II Directors with terms to expire at the Company’s 2006 annual meeting of stockholders; and Xxxxxxx X. XxXxxx, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx as Class III Directors with terms to expire at the Company’s 2007 annual meeting of stockholders. Xxxxxx X. Xxxxxx has resigned from the board after eleven years of distinguished service. The transition in membership of the board was effective on August 4, 2006. In addition, within the next six months, Xx. Xxxxx will resign from the board and Xxxxxxx Xxxxxx will be appointed to fill the resulting Class III Director vacancy. Xx. Xxxx is a private investor and a Managing Director at Cornerstone Equity Investors, LLC, a private equity firm which Xx. Xxxx co-founded in 1996. Prior to that, Xx. Xxxx was a Managing Director and Partner with Prudential Equity Investors, a private equity firm which he joined in 1987 following his employment at The Prudential Investment Corporation from 1985 to 1987. Xx. Xxxx also serves as a director of Novatel Wireless, Inc. and Xxxxxx International Inc. Mr. Key, since 2003, has been the sole proprietor of Key Consulting, LLC, a management and financial consulting business, and is the vice chairman and a member of the advisory board of X.X. Xxxxxxx Enterprises, Inc., where he also served as Chief Financial Officer from 2001 to 2006. Mr. Key served as the Chief Financial Officer and Executive Vice President of Textron, Inc. from 1995 to 2001, as the Chief Financial Officer and Executive Vice President of ConAgra, Inc. from 1992 to 1995, and as Managing Partner of Ernst & Young’s New York office from 1988 to 1992, after joining Ernst & Young in 1968. Mr. Key also serves on the board of directors of 1-800-Contacts, Inc. and Xxxxxxxxx & Co., and is a trustee of the Rhode Island School of Design. As part of the agreement, XXXX has agreed to abandon its previously announced intent to nominate directors for election at the Company’s 2006 annual meeting. In addition, XXXX has agreed not to take certain actions for a one year period and to support the slate of directors nominated for election by the Company’s board at the 2006 annual meeting of stockholders, subject to the terms of the agreement which will be incorporated by reference on Form 8-K to be filed by the Company this week. About SITEL Corporation SITEL is a leading global provider of outsourced customer support services. On behalf of many of the world’s leading organizations, SITEL designs and improves customer contact mo...
Xxxxxx and Mr. A. Tavukciyan and will keep the Corporation informed of all matters concerning the Services as requested by the Corporation from time to time.
Xxxxxx and Mr. Xxx Xxxxxxx shall resign from the board of directors of GT&T; and Xx. Xxxxx X. Xxxxx shall resign from the boards of directors of ATNCo. and the Virgin Islands Telephone Corporation. Prior to April 30, 1997, Old ATNI shall not pay any employee or consultant any bonus or extraordinary compensation without the consent of the co-Chief Executive Officers.
Xxxxxx and Mr. Xxxxxxx X. Kxxxxx are insurable on a term policy basis at standard rates for five Million Dollars ($5,000,000), and that Dr.
Xxxxxx and Mr. Xxxxxxx X. Kxxxxx xxxll have cooperated with Kendxx xx applying for such insurance coverages;
Xxxxxx and Mr. Xx Xxxxxxxx; the non-executive Director is Mr. Xx Xxx; and the independent non-executive Directors are Xx. Xxxx Xxxxxx, Mr. Xx Xxxxxx and Xx. Xxx Xxx Xxxxx.
