TPTX » Topics » RECITALS

This excerpt taken from the TPTX 8-K filed Jul 28, 2009.

RECITALS

WHEREAS, Stockholder is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of common stock of TPT, par value $0.001 per share (“TPT Common Stock”);

WHEREAS, concurrently with the execution and delivery of this Agreement, TPT, ECP Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of TPT (“Merger Sub”), and Raptor are entering into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) which provides, upon the terms and subject to the conditions set forth therein, for the merger of Merger Sub with and into Raptor (the “Merger”); and

WHEREAS, as a condition and inducement to Raptor’s willingness to enter into the Merger Agreement, Stockholder has agreed to execute and deliver this Agreement.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, agree as follows:

1. Agreement to Vote Shares.

(a) Prior to the Termination Date, at every meeting of the holders of TPT Common Stock (each, a “Stockholder Meeting” and collectively, the “Stockholder Meetings”) called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the holders of TPT Common Stock with respect to any of the following, Stockholder shall vote the Subject Securities (to the extent that such Subject Securities are entitled to vote): (i) in favor of (A) the approval of the issuance of the TPT Common Stock to be issued in the Merger, (B) the filing of the TPT Charter Amendment, (C) the election of the persons identified on Part 4.17 of the TPT Disclosure Schedule to the TPT board of directors immediately after the Effective Time, and (D) in favor of any action in furtherance of any of the foregoing set forth in subclauses (A)-(C), (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of TPT or Merger Sub under the Merger Agreement, (iii) against any proposal for any Acquisition Transaction, other than the Merger, between any TPT Corporation and any Person other than Raptor and (iv) against any change in a majority of the board of directors of TPT.


(b) If Stockholder is the beneficial owner, but not the record holder, of the Subject Securities, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Subject Securities in accordance with Section 1(a).

2. Irrevocable Proxy.

(a) Stockholder hereby irrevocably (to the fullest extent permitted by Section 212 of the Delaware General Corporation Law) appoints Raptor, Christopher M. Starr and Kim R. Tsuchimoto, and each of them, acting individually, as the sole and exclusive attorneys and proxies of Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein (to the fullest extent that Stockholder is entitled to do so) in accordance with Section 1(a), prior to the Termination Date, with respect to (i) the outstanding shares of TPT Common Stock owned of record by Stockholder as of the date of this Agreement and (ii) any and all other shares of TPT Common Stock which Stockholder may acquire on or after the date hereof. Upon Stockholders execution of this Agreement, any and all prior proxies given by Stockholder with respect to any of its shares of TPT Common Stock are hereby revoked and Stockholder agrees not to grant any subsequent proxies with respect to its shares of TPT Common Stock at any time prior to the Termination Date.

(b) The proxy granted pursuant to this Section 2 (the Proxy) is irrevocable (to the extent permitted by Section 212 of the Delaware General Corporation Law), is coupled with an interest, and is granted in consideration of Raptor entering into the Merger Agreement.

(c) Raptor, Christopher M. Starr and Kim R. Tsuchimoto, the attorneys and proxies named above, and each of them, acting individually, are hereby authorized and empowered by Stockholder, at any time prior to the Termination Date, to act as Stockholders attorney and proxy to vote Stockholders TPT Common Stock, and to exercise all voting and other rights of Stockholder with respect to Stockholders TPT Common Stock (including, without limitation, the power to execute and deliver written consents pursuant to Section 228 of the Delaware General Corporation Law), at every Stockholder Meeting and in every written consent in lieu of such meeting: (i) in favor of (A) the approval of the issuance of the TPT Common Stock to be issued in the Merger, (B) the filing of the TPT Charter Amendment, (C) the election of the persons identified on Part 4.17 of the TPT Disclosure Schedule to the TPT board of directors immediately after the Effective Time, and (D) in favor of any action in furtherance of any of the foregoing set forth in subclauses (A)-(C), (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of TPT or Merger Sub under the Merger Agreement, (iii) against any proposal for any Acquisition Transaction, other than the Merger, between any TPT Corporation and any Person other than Raptor and (iv) against any change in a majority of the board of directors of TPT.

(d) The Proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of Stockholder (including any transferee of any of Stockholder’s shares of TPT Common Stock).

 

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This excerpt taken from the TPTX 8-K filed Jun 17, 2008.

RECITALS

Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.

This excerpt taken from the TPTX 8-K filed Oct 10, 2006.

RECITALS

 

1.             Tenant currently occupies the Leased Premises pursuant to a Sublease dated August 31, 2000 (the “Sublease”) between Tenant, as subtenant, and Idun Pharmaceuticals, Inc., as sublandlord (“Sublandlord”).

 

2.             Sublandlord is the Tenant of the Leased Premises pursuant to a Lease dated December 15, 1995, (the “Prior Lease”), which lease was assigned to Landlord in conjunction with Landlord’s acquisition of the Project.

 

3.             Tenant and Landlord wish Tenant’s use and occupancy of the Leased Premises to continue in accordance with the terms, provisions and conditions hereof.

 

4.             Tenant’s business is operating in the Leased Premises, and Tenant has familiarity with the Leased Premises.

 

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