Xxxxxxxx and Xx. Xx Xxxxxxx; and the independent non-executive Directors are Xxxxxxxxx Xxxxx Xxxx, Xx. Xxx Man Xxxx, Xxxx and Professor Xx Xxx.
Xxxxxxxx and Xx. Xxxxx X. McClave.
Xxxxxxxx and Xx. Xxxxx Xxxxxx; and the independent non-executive directors of the Company are Xx. Xxxx Xxxx, Xx. Xxx Xxxxxxx and Xx. Xxx Xxxx Kit.
Xxxxxxxx and Xx. Xxxx Xxxxxxx as executive directors; and (ii) Xx. Xxxxxx Xxx Xxxxx, Xxxxx, Xx. Xx Xxx Xxxxx and Xx. Xxxxx Xxxxx Xxxx as independent non-executive directors.
Xxxxxxxx and Xx. Xxxxx also discussed the status of negotiations of the merger agreement and the financing for the combined company and agreed to schedule an all-hands call with Xperi and TiVo and each of their respective advisors to discuss steps to close the transaction later that day. Later that day, representatives of TiVo, Xperi, LionTree, Centerview, Cooley and Skadden held a due diligence check-in telephone conference call to discuss the status of due diligence between the parties and the timeline to signing. Representatives of Cooley and Skadden also had a follow-up call to discuss bring-down due diligence matters later that evening. On December 16, 2019, representatives of TiVo, Xperi, LionTree, Centerview, Cooley and Skadden held a telephone conference call to discuss the status of due diligence and the status of the financing commitments. Later that morning, TiVo director Xx. Xxxxxxx had a call with Xx. Xxxxxxxx to discuss Xx. Xxxxxxxx’x vision for the combined company. In the afternoon on December 16, the TiVo board held a meeting, with representatives of TiVo management, LionTree and Cooley in attendance. Representatives of Cooley provided an update on the current status and resolution of transaction issues previously open and under board discussion, including those related to the certainty of transaction completion. TiVo management provided an update on the negotiations and status of the merger agreement and financing commitments. Questions were asked, and a full discussion ensued, including a discussion of remaining open issues and process, as well as consideration of TiVo remaining an independent standalone company and other potential strategic alternatives that may be reasonably available to it. Representatives of LionTree then reviewed certain preliminary financial analyses undertaken by LionTree related to the proposed transactions. After the board meeting, XxXx director Xx. Xxxxxx had a call with Xx. Xxxxxxxx to discuss Xx. Xxxxxxxx’x vision for the combined company. Later that evening on December 16, Skadden sent a revised draft of the merger agreement reflecting further discussion amongst principals on key issues regarding closing conditions and corporate governance. On December 17, 2019, Cooley held further discussions with TiVo on the latest draft merger agreement and the remaining issues relating to closing conditionality. Additionally, TiVo director Xx. Xxxx had a call with Xx. Xxxxxxxx to discuss his background and experience, and vision for the ...
Xxxxxxxx and Xx. Xxxxxxxx to the Company in the aggregate principal amount of $100,000 (the "Xxxxxxxx Promissory Note"), such promissory note to be in the form attached to this Schedule 1 as Exhibit "A." The Xxxxxxxx Promissory Note shall be secured by a letter of credit in the amount of $100,000 from a bank or other financial institution satisfactory to the Company and upon terms and conditions otherwise satisfactory to the Company. The terms and conditions of the letter of credit must, at a minimum, be sufficient so as to allow the Xxxxxxxx Promissory Note to be considered as an asset of the Company for purposes of calculating the Company's net worth. Xx.
Xxxxxxxx and Xx. Xxxxxxxx shall be admitted as a Nonvoting Member of the Company effective upon receipt by the Company of both the $300,000 referred to in subclause (i) above and the issuance to the Company of both the Xxxxxxxx Promissory Note and the letter of credit which is to secure the Xxxxxxxx Promissory Note as provided above.
Xxxxxxxx and Xx. Xxxxxxxx have recognized that when building a new route or during a restructure, the Corporation leaves a two-to three-hour gap to allow RSMCs to complete their variable work and to have room for growth. In cross-examination, Xx. Xxxxxxxx stated that the average RMS hours were 6.1 for new routes. Therefore, there is a correlation between RMS hours and the actual time needed to complete one’s route and CPC is aware of that comparability and relies on it. [693] This gap in RMS hours is left because the Corporation must comply with the Canada Labour Code maximum hours of work when restructuring routes. This is in line with what the Canada Labour Code prescribes at its sub-section 169 (2) for work environments with irregular hours: “Averaging
Xxxxxxxx and Xx. XXXX Xxx; one non-executive director, namely Xx. XXXXX Xxxxxxx and three independent non-executive directors, namely Xx. XXXX Xxx Xxxx, Xx. XXXXX Wing Xxxxx, Xxxxxxx and Xx. XXXXX Xxx Xxxx.
Xxxxxxxx and Xx. Xxxxxxx Xxxxx
