Epstein Secrets

of 'New Shares" in Section 12.1(1) of the Equity Definitions shall apply provided however that- (a) if the Exchange mentioned therein is located in the United States, the definition of "New Shares" shall be amended by deleting subsection (I) In its entirely and replacing it with the following: "(i) publicly quot

ection 12.6(a)011) of the Equity Definitions and for the avoidance of doubt, It will constitute a De-listing if (a) the Exchange is located in the Unked States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or the NASD

Tender Offers: Share-for-Share: Share-for-Other: Share-for-Combined: Determining Party: Composition of Combined Consideration; Nationalisation, Insolvency or De-listing: Determining Party: De-listing: Additional Disruption Events: Change In Law: Insolvency Filing: Hedging Disruption: Hedging Part

ted States), as amended (the "Code")) subject to Section 4975 of the Code or any "employee benefit plan" (as such term is defined in Section 3(3) of the United States' Employee Retirement Income Security Act of 1974, as amended ("ERISA")) subject to Title I of ERISA, or otherwise out of "plan assets" within the mea

a Default Notice on the Defaulting Party; or (vi) an Act of Insolvency occurs with respect to Seller or Buyer and (except in the case of an Act of Insolvency which is the presentation of a petition for winding-up or any analogous proceeding or the appointment of a liquidator or analogous officer of the De

ted States), as amended (the "Code")) subject to Section 4975 of the Code or any "employee benefit plan" (as such tens is defined in Section 3(3) of the United States' Employee Retirement Income Security Act of 1974. as amended ("ER1SA")) subject to Title I of ERISA. or otherwise out of "plan assets" within the mea

erves a Default Notice on the Defaulting Pany; or an Act of Insolvency occurs with respect to Seller or Buyer and (except in the case of an Act of Insolvency which is the presentation of a petition for winding-up or any analogous proceeding or the appointment of a liquidator or analogous officer of the De

ted States), as amended (the "Code")) subject to Section 4975 of the Code or any "employee benefit plan" (as such term is defined in Section 3(3) of the United States' Employee Retirement Income Security Act of 1974, as amended ("ERISA")) subject to Title I of ERISA, or otherwise out of "plan assets" within the mea

Default Notice on the Defaulting Party: or (vi) an Act of Insolvency occurs with respect to Seller or Buyer and (except in the case of an Act of Insolvency which is the presentation of a petition for winding-up or any analogous proceeding or the appointment of a liquidator or analogous officer of the De

ted States), as amended (the "Code")) subject to Section 4975 of the Code or any "employee benefit plan" (as such term is defined in Section 3(3) of the United States' Employee Retirement Income Security Act of 1974. as amended ("ER/SA"))subject to Title I of ERISA. or otherwise out of "plan assets" within the mean

rves a Default Notice on the Defaulting Party: or an Act of Insolvency occurs with respect to Seller or Buyer and (except in the case of an Act of Insolvency which is the presentation of a petition for winding-up or any analogous proceeding or the appointment of a liquidator or analogous officer of the De

Section 12.6(akiig of the Equity Definitions and for the avoidance of doubt, It will constitute a be-listing If (a) the Exchange is located in the Unked States and the Shares are not Immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or the NASD

Tender Offers: Share-for-Share: Share-for-Other: Share-for-Combined: Determining Party: Composition of Combined Consideration: Nationalisation, Insolvency or De-listing: Determining Party: De-listing: Additional Disruption Events: Change In Law: Insolvency Filing: Hedging Disruption: Hedging Part

of "New Shares" in Section 12.1(i) of the Equity Definitions shall apply provided however that:- (a) if the Exchange mentioned therein is located in the United States, the definition of "New Shares" shall be amended by deleting subsection (i) in its entirety and replacing it with the following: "(i) publicly quot

der Offers: Share-for-Share: Share-for-Other. Share-for-Combined: Determining Party: Composition of Combined Consideration: Nationalisation, Insolvency or De- listing: Determining Party: De-listing: consideration for Shares participating in such Tender Offer, then, notwithstanding anything set fo

Section 12.6(akiig of the Equity Definitions and for the avoidance of doubt, It will constitute a be-listing If (a) the Exchange is located In the Unked States and the Shares are not Immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or the NASD

Tender Offers: Share-for-Share: Share-for-Other: Share-for-Combined: Determining Party: Composition of Combined Consideration: Nationalisation, Insolvency or De-listing: Determining Party: De-listing: Additional Disruption Events: Change In Law: Insolvency Filing: Hedging Disruption: Hedging Part

. (See Reply at 2.) However, in general, "oUr-of-court statements that are offered as evidence of legally operative verbal conduct are not hearsay.' United States v. Pang. 362 F.3d 1187. 1192 (9th Cir. 2004). Because such statements have independent legal significance. they are considered "verbal acts," and ar

7481 EFTA01295748 Page 116 2015 U.S. Dist. LEXIS 86119, * Section 13A-9-48 is a criminal statute that provides as follows: § 13A-9-48. Fraud in Insolvency. (a) A person commits the crime of fraud in insavency if. with the intent to defraud a creditor and with knowledge or reason to believe either that

Section 12.6(akiig of the Equity Definitions and for the avoidance of doubt, It will constitute a be-listing If (a) the Exchange is located In the Unked States and the Shares are not Immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or the NASD

Tender Offers: Share-for-Share: Share-for-Other: Share-for-Combined: Determining Party: Composition of Combined Consideration: Nationalisation, Insolvency or De-listing: Determining Party: De-listing: Additional Disruption Events: Change In Law: Insolvency Filing: Hedging Disruption: Hedging Part