alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
Exhibit 10.18.2 - First Amendment to STIP


    Exhibit
      10.18.2

     

    

      FIRST
        AMENDMENT TO THE SEMCO ENERGY, INC.

      SHORT-TERM
        INCENTIVE PLAN

      


      THIS
        FIRST AMENDMENT is made as of this 16th day of August, 2006, by SEMCO ENERGY,
        INC. (the “Company”), a corporation organized and existing under the laws of the
        State of Michigan.

      


      W I T N E S S E T H:

      


      WHEREAS,
        the Company maintains the SEMCO Energy, Inc. Short-Term Incentive Plan (the
        “STIP”), which was last amended and restated effective January 1, 2005;
        and

      


      WHEREAS,
        the Company desires to amend the STIP effective as of January 1, 2006 to
        permit
        the establishment of STIP threshold, target, and maximum performance targets
        and
        related payouts annually by the Compensation Committee (subject to approval
        by
        the Board of Directors), depending on the particular annual STIP metrics
        chosen
        and any other facts and circumstances the Committee deems necessary or
        appropriate to take into consideration;

      


      NOW,
        THEREFORE, the STIP is hereby amended, effective as of January 1, 2006, as
        follows:

      


      1.  By
        deleting the first and second paragraphs of the Incentive Opportunity Levels
        section of the STIP and substituting therefor the following: 

      


      The
        threshold, target, and maximum performance levels and related payouts for
        the
        Short-Term Incentive Plan shall be determined annually by the Compensation
        Committee and approved by the Board of Directors. Such annual performance
        targets and payouts shall be appropriate for the particular annual metrics
        chosen to measure performance under the Short-Term Incentive Plan and shall
        take
        into consideration any other facts and circumstances the Compensation Committee
        deems it necessary or appropriate to consider in making this
        determination.

      


      2.  By
        deleting the numeric entries in first table of the Incentive Opportunity
        Levels
        section of the STIP and substituting, annually, the numeric threshold, target,
        and maximum performance levels and related payouts for the STIP as determined
        by
        the Compensation Committee and approved by the Board of Directors. 

      


      3.  By
        deleting the existing Schedules A and B of the STIP their entirety.

      


      Except
        as
        specifically amended hereby, the STIP shall remain in full force and effect
        as
        prior to this First Amendment.

      


      IN
        WITNESS WHEREOF, the Company has caused this First Amendment to be executed
        as
        of the day and year first above written.

       

      
        	 	 	 
	 	SEMCO
                ENERGY, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Lance
                Smotherman
	 	 	
                

              
	 	 	 
	 	Title: 	V.P.
                of H.R. & Administration
Services Acquisition Corp. International
                       401 East Olas Boulevard, Suite 1140
                            Ft. Lauderdale, FL 33301



                                November 6, 2006


Ladies and Gentlemen:

         Reference is hereby made to the Securities Purchase Agreement dated as
of March 15, 2006, as amended, ("SPA") among Services Acquisition Corp.
International, a Delaware corporation (the "Company"), and the purchasers
identified on the signature pages thereto (each, a "Purchaser" and collectively,
the "Purchasers"). Capitalized terms used herein but not otherwise defined
herein shall have such meanings as defined in the SPA. The Company and the
Purchasers have agreed to amend and modify the SPA as follows:

         1. Notwithstanding anything to the contrary in the SPA, , the language
of Section 5.1(i) shall be deleted in its entirety and replaced with the
following: "December 8, 2006 or"

         2. This letter may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement. In the
event that any signature is delivered by facsimile transmission, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile signature page were an original thereof.

         3. The Purchasers acknowledge that the Company is seeking to amend the
terms of the Tornado Transaction to provide for an outside termination date of
December 8, 2006 and the amendment set forth herein is conditioned upon the
receipt of such amendment to the Tornado Transaction. Except as modified hereby
all of the other terms and conditions of the SPA remains in full force and
effect.


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGES FOLLOW]








   IN WITNESS WHEREOF, the Company has caused this letter (amending the SPA) as
of the date first written above.




                                         SERVICES ACQUISITION CORP.
                                         INTERNATIONAL


                                         _______________________________________
                                         Name:
                                         Title:


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES FOR PURCHASERS FOLLOW]






   IN WITNESS WHEREOF, the Purchasers have executed this letter (amending the
SPA) as of the date first written above.



                                        PURCHASER: __________________________


                                        By:_____________________________________
                                            Name:
                                            Title:

                                        Number of Shares:  _________________
                                          Investment Amount:  $__________
#### W.P., et al., Individually and as Representatives of a Class pursuant to Fed. R.Civ. P. 23(a) and 23(b)(2) Appellants v. Peter VERNIERO,* Attorney General of New Jersey; Jeffrey S. Blitz, Atlantic County Prosecutor; Charles R. Buckley, Acting Bergen County Prosecutor; Stephen G. Raymond, Burlington County Prosecutor; Stephen G. Raymond, Bur*299lington County Prosecutor; Joseph F. Audino, Acting Camden County Prosecutor; Stephen D. Moore, Cape May County Prosecutor; Neil S. Cooper, Acting Cumberland County Prosecutor; Clifford J. Minor, Essex County Prosecutor; Harris Y. Cotton, Gloucester County Prosecutor; Carmen Messano, Hudson County Prosecutor; Sharon B. Ransavage, Hunterdon County Prosecutor; Maryann K. Bielamowicz, Mercer County Prosecutor; Robert W. Gluck, Middlesex County Prosecutor; John Kaye, Monmouth County Prosecutor; W. Michael Murphy, Jr., Morris County Prosecutor; Daniel J. Carluccio, Ocean County Prosecutor; Ronald S. Fava, Passaic County Prosecutor; Ronald A. Epstein, Salem County Prosecutor; Dennis O.Leary, Sussex County Prosecutor; Edward Neafsey, Acting Union County Prosecutor; John J. O’Reilly, Warren County Prosecutor

No. 96-5416.

United States Court of Appeals, Third Circuit.

Sept. 17, 1997.

Before: SLOVITER, Chief Judge, BECKER, STAPLETON, MANSMANN, SCIRICA, COWEN, NYGAARD, ALITO, ROTH, LEWIS, and McKEE, Circuit Judges.

*

(*Amended per Clerk's Order of 7/15/96)

*SUR PETITION FOR REHEARING*

The petition for rehearing filed by appellants in the above-entitled case having been submitted to the judges who participated in the decision of this Court and to all the other available circuit judges of the circuit in regular active service, and no judge who concurred in the decision having asked for rehearing, and a majority of the circuit judges of the circuit in regular active service not having voted for rehearing by the court in banc, the petition for rehearing is denied.

Judge Becker would have granted rehearing.
* Pursuant to 5TH CIR. R. 47.5, the court has determined

that this opinion should not be published and is not precedent

except under the limited circumstances set forth in 5TH CIR.

R. 47.5.4.

IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

 

No. 98-20372 

Conference Calendar

 

DONALD GARY EWING,

Plaintiff-Appellant,

versus

GARY L. JOHNSON, DIRECTOR,

TEXAS DEPARTMENT OF CRIMINAL JUSTICE,

INSTITUTIONAL DIVISION;

K. NYAK, Doctor, WAYNE SCOTT, DIRECTOR

TEXAS DEPARTMENT OF CRIMINAL JUSTICE,

INSTITUTIONAL DIVISION,

Defendants-Appellees.

- - - - - - - - - -

Appeal from the United States District Court

for the Southern District of Texas

USDC No. H-96-CV-3292

- - - - - - - - - -

December 10, 1998

Before DAVIS, DeMOSS and STEWART, Circuit Judges.

PER CURIAM:*

Donald Gary Ewing, Texas prisoner # 623695, has filed an

application for leave to proceed in forma pauperis (IFP) on

appeal, following the district court’s dismissal of his 42 U.S.C.

§ 1983 complaint. By moving for IFP, Ewing is challenging the

district court’s certification that IFP should not be granted on 
No. 98-20372

-2-

appeal because his appeal presents no nonfrivolous issues. See

Baugh v. Taylor, 117 F.3d 197, 202 (5th Cir. 1997).

Because Ewing’s “brief” does not address the reasons for the

district court’s certification decision or the basis of the

district court’s dismissal, it is the same as if the appellant

had not appealed the judgment. See Brinkmann v. Dallas County

Deputy Sheriff Abner, 813 F.2d 744, 748 (5th Cir. 1987). 

Accordingly, we uphold the district court’s order certifying that

the appeal presents no nonfrivolous issues. Ewing’s request for

IFP status is DENIED, and his appeal is DISMISSED as frivolous. 

See Baugh, 117 F.3d at 202 n.24; 5th Cir. R. 42.2.

We caution Ewing that any additional frivolous appeals filed

by him or on his behalf will invite the imposition of sanctions. 

To avoid sanctions, Ewing is further cautioned to review any

pending appeals to ensure that they do not raise arguments that

are frivolous.

IFP DENIED; APPEAL DISMISSED; SANCTION WARNING ISSUED.
EXHIBIT 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350


     In connection  with the  Quarterly  Report of W. S.  INDUSTRIES,  INC. (the
"Company")  on Form  10-QSB/A for the period  ending  November 30, 2005 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, James F. Dempsey, President and Chief Executive Officer, respectively, of the
Company,  certify,  pursuant to 18 U.S.C.  section 1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

     1.   The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


Date: November 29, 2006


/s/ JAMES F. DEMPSEY
_________________________________________
    James F. Dempsey
    President and Chief Executive Officer
Exhibit 10.39

              Agreement to File Schedules, Supplements and Exhibits

     Juniper Partners Acquisition Corp., a company formed under the laws of the
State of Delaware ("Juniper"), hereby agrees to provide to the United States
Securities and Exchange Commission ("SEC"), such schedules, supplements and
exhibits to the Agreement and Plan of Merger dated as of August 15, 2006 by and
among Juniper, Firecomm Acquisition, Inc., Firestone Communications, Inc. and
certain of the stockholders of Firestone Communications, Inc. Further, Juniper
agrees to file as an exhibit to the Registration Statement on Form S-4 or
another filing with the SEC, if requested to be filed by the Staff of the SEC or
if such agreement becomes material and subject to the filing requirements of
Regulation S-K, such above referenced schedules, supplements and exhibits.

Agreed as of this 2nd day of November, 2006


/s/ Stuart B. Rekant
----------------------------------------
Stuart B. Rekant, Chairman of the Board
and Chief Executive Officer
T hi s di s pos i t i on i s notappr opr i a t e f orpubl i c a t i on and i s notpr e c e de nt * e xc e pta s pr ovi de d by9th C i r . R . 36- 3.

T he pane l unani m ous l yc onc l ude s thi s c a s e i s s ui t abl e f orde c i s i on ** w ith o u t o r a l ar g u m e n t. See F ed. R . A pp . P . 34 (a )( 2). NOT F OR P UB L I CAT I ON UN I TE D STATE S C OU RT OF APPE ALS FOR T HE NI NTH CI RC UI T L UC I A S AN DO VA L - AMAR O, P et i t i on er , v. E R I C H . H O L D E R J r ., A tto rn e yG e n e r a l, R e s p o n d e n t. N o. 07- 74638 A ge nc yN o. A 075- 682- 513 ME MOR AN DU M *

O n P e t i t i on f

orR e vi e w of

an O r de rof

the B o ar do f I m m ig r a tio n A p p e a ls S ubm i tt e d M ay25, 2010 ** B efo re: C A N B Y , T H O M A S , an dW . F L E T C H E R , C i rcu i tJu d g es. L uc i aS andova l - A m ar o, ana t i ve and c i t i z e n of M e xi c o, pe t i t i ons pr o s e f or r e v ie w o f

th e B o ar do f

I m m ig r a tio n A p p e a ls ’ ( “B I A ” ) o r d e rd e n y in g h e rm o tio n to r e ope n. W e ha ve j ur i s di c t i on unde r8 U . S . C . § 1252. W e r e vi e w f orabus e of 

# FI LED JU N 08 2010 M OLLY C. DW Y ER, CLERK U . S. C O U R T OF APPE ALS07- 74638 2 d is c r e tio n th e d e n ia l o f

am o tio n to r e o p e n , D e M a rt i n ez v . A s h c r o

ft , 374 F . 3d 759, 7 6 1 ( 9 th C i r . 2 0 0 4 ) , an dwe d e n yth e p e t i t i o n f o rr e v i e w. T h e B I A d idn o t ab u s e its d is c r e tio n in d e n y in g p e titio n e r ’s m o tio n to re op en because pet i t i on er ’ s f ai l ure t o fi l e the m ot i on before the expi rat i on of her vol unt aryde partur e pe r i od r e nde r e d he rs t a tut or i l yi ne l i gi bl e f orc anc e l l a t i on of r e m o v a l. Se e id . a t 7 6 3 - 6 4 ; 8 U .S .C . § 1 2 2 9 c ( d ) ( th e f a ilu r e to d e p art v o lu n tar ily w i thi n the t i m e pe r i od r e s ul t s i n at e n- y e arbart o c e rt a i n f orm s of r e l i e f , i nc l udi ng cancel l at i on of re m ov al ). F urthe r , the B I A di d notabus e i t s di s c r e t i on i n de ny i ng pe t i t i one r ’ s m ot i on to r e o p e n to ap p lyf

o rr e lie f u n d e rth e C o n v e n tio n A g a in s t T o rtu r e b e c au s e s h e d id n o t f ile th e m o tio n w ith in 9 0 d ay s o f th e B I A ’s f

in a l o r d e ro f

r e m o v a l, se e 8 C. F. R. § 1 0 0 3 .2 ( c ) ( 2 ) , an ds h e f a ile dto d e m o n s tr a te m a te r ia l c h an g e dc ir c u m s tan c e s in M e x ic o to q u a lif

yf o rth e r e g u la to rye x c e p tio n to th e tim e lim it, se e 8 C .F .R . § 1 0 0 3 .2 ( c ) ( 3 ) ( ii) , o rp r im af a c ie e lig ib ilityf

o rr e lie f , s e e T o u figh i v . Mukasey , 538 F .3 d9 8 8 , 9 9 6 - 9 7 ( 9 th C ir . 2 0 0 8 ) ( r e q u ir in g m o v an t to e s tab lis h p r im af a c ie el i gi bi l i ty f

or re l i ef ). P E T I T I ON F OR RE V I E W DE NI E D.
### TEXAS COURT OF APPEALS, THIRD DISTRICT, AT AUSTIN

NO. 03
- 22
- 00082
- CV

In re Dasan Nesmith

OR I GINAL PROCEEDING FROM COMAL COUNTY

M E M O R A N D U M O P I N I O N

Relator Dasan Nesmith , an inmate in the Comal County Jail, filed a pro se origina l petition for writ of habeas corpus. See Tex. Gov ’ t Code § 22.221; see also Tex. R. App. P. 52.1. Relator complains that he has been unlawfully confined pursuant to a defective indictment. This Court does not have original habeas corpus jurisdiction in c riminal cases.
See Tex. Const. art. V, § 6 ; Tex. Gov ’ t Code § 22.221(d) (limiting original habeas cor pu s jurisdiction of courts of appeals to situations where relator's liberty is restrained by virtue o f order, process, or commitment issued by court or ju dge in civil case); see also Tex. Code Crim. Proc. art. 11.05 (vesting “power to issue the writ of hab ea s corpus” in “[t]he Court of Criminal Appeals, the District Courts, the County Courts, or any Judge of said Courts”). As an intermediate appellate cour t, our habeas corpus jurisdiction in criminal matters is appellate only. See Tex. Gov ’ t Code § 22.221 (d ); see also In re Wilkins , No. 03

- 20

- 00381

- CV,
2020 WL 5608486, at *1 (Tex. App.

— Austin Sept. 17, 2 020, orig. proceeding).2 Accordingly, we dismiss relat or ’ s application for writ of habeas corpus for want of jurisdiction. See Tex. R. App. P. 52.8(a).

____ ________ ______________________________ Melissa Goodwin , Justice Before Justices Goodwin, Baker, and Tr iana Filed: March 1 , 2022
**EXHIBIT 31.1**

 

**SARBANES-OXLEYSECTION 302 CERTIFICATION**

 

I, George H. Ellis, certify that:

1.     I have reviewed this quarterly report on Form 10-Qof SoftBrands, Inc.;

2.     Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

3.     Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Registrant as of, and for, the periods presented in thisreport;

4.     The Registrant’s other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for the Registrant and have:

a)     Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theRegistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

b)     Evaluated the effectiveness of theRegistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

c)     Disclosed in this report any change in theRegistrant’s internal control over financial reporting that occurred during theRegistrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the Registrant’s internal control over financialreporting; and

5.     The Registrant’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the Registrant’s auditors and the audit committeeof the Registrant’s board of directors (or persons performing the equivalentfunctions):

a)     All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Registrant’sability to record, process, summarize and report financial information; and

b)     Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Registrant’s internal control over financialreporting.

 
| /s/ George H. Ellis                    |   |
|----------------------------------------|--------|
| George H. Ellis                        |
| *Chairman and Chief Executive Officer* |
|                                   |
|                                   |
| October 5, 2005                        |

 

----
#### Steve ALVARADO, Appellant, v. The STATE of Texas, Appellee.

No. 173-87.

Court of Criminal Appeals of Texas, En Banc.

Nov. 9, 1988.

J.W. Howeth, Terrey Cobb, Austin, for appellant.

*591Ronald Earle, Dist. Atty., and William G. Reid, Asst. Dist. Atty., Austin, Robert Hut-tash, State’s Atty., Austin, for the State.

OPINION ON APPELLANT’S PETITION FOR DISCRETIONARY REVIEW

PER CURIAM.

Appeal is taken from a conviction for the offense of aggravated robbery. After finding appellant guilty, the jury assessed punishment at 30 years’ imprisonment.

On direct appeal, appellant argued the trial court erred in instructing the jury on the law concerning good time and parole, inasmuch as the charge is predicated upon an unconstitutional statute. The Court of Appeals rejected appellant’s challenge to Article 37.07, § 4, V.A.C.C.P. *Alvarado v. State,*723 S.W.2d 318 (Tex.App.-Austin 1987).

In his petition for discretionary review, appellant urges the Court of Appeals erred in holding Article 37.07, § 4, supra, is constitutional. We find appellant is correct.

In *Rose v. State,*752 S.W.2d 529 (Tex.Cr.App.1988), this Court determined that Article 37.07, § 4, is unconstitutional. Under *Rose,*supra, if a harmless error analysis is necessary, such analysis should be conducted under the guidelines of Tex.R.App.P. 81(b)(2).

The judgment of the Court of Appeals is vacated and this cause is remanded to that court for further proceedings consistent with this opinion.
EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Beacon Power Corporation (the "Company") on Form 10-K for the period ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James M. Spiezio, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ James M. Spiezio

James M. Spiezio

Chief Financial Officer

 

March 29, 2006
### TEXAS COURT OF APPEALS, THIRD DISTRICT, AT AUSTIN

JUDGMENT RENDERED JULY 24, 2024

NO. 03

- 23

- 00315

- CR

Bobby Mitchell , Appellant

v.

The State of Texas , Appellee

APPEAL FROM THE 21ST DISTRICT COURT OF BASTROP COUNTY
BEFORE CHIEF JUSTICE BYRNE, JUSTICES SMITH AND THEOFANIS

AFFIRMED

-- OPINION BY CHIEF JUSTICE BYRNE

This is an appeal from the judgment of conviction entered by the trial court. Having reviewed

the record and the parties’ arguments, the Court holds that there was no reversible error in the

trial court’s judgment of conviction

. Therefore, the Court affirms the trial court’s judgment of

conviction

. Because appellant is indigent and u nable to pay costs, no adjudica t i on of costs

is made.
Exhibit 23


          Stark Tinter & Associates, LLC

                                Certified Public Accountants
                                       Financial Consultants





     CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Shareholders and Board of Directors
Future Carz, Inc.
Scottsdale, Arizona


We consent to the use of our report on the December 31, 2000 financial
statements in the Form 10-KSB dated April 16, 2001 of Future Carz, Inc.


/s/ Stark Tinter & Associates, LLC

April 16, 2001
Denver, Colorado


7535 East Hampden Avenue, Suite 109 . Denver, Colorado 80231 .
(303) 694-6700 Fax (303) 694-6761
#### Marc HAWKINS, Appellant, v. STATE of Missouri, Respondent.

No. WD 47972.

Missouri Court of Appeals, Western District.

March 22, 1994.

Patricia A. Richter, Asst. Appellate Defender, Kansas City, for appellant.

Jeremiah W. (Jay) Nixon, Atty. Gen., Jefferson City, Philip M. Koppe, Asst. Atty. Gen., Kansas City, for respondent.

Before BERREY, P.J., and KENNEDY and ELLIS, JJ.

*ORDER*

PER CURIAM.

Appeal from the denial of a Rule 24.035 motion for post-conviction relief without an evidentiary hearing.

Judgment affirmed. Rule 84.16(b).