Company Rights. The existence of the Restricted Stock Units does not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, including that of its Affiliates, or any merger or consolidation of the Company or any Affiliate, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of the Company’s or any Affiliate’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
Company Rights. Notwithstanding anything herein to the contrary, the Participant, and any permitted transferee, shall be subject to the Company’s call rights and rights of first refusal set forth in Annex A.
Company Rights. “Company Rights” shall mean the rights issued pursuant to the Company Rights Agreement.
Company Rights. The existence of the Options does not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, including that of its Affiliates, or any merger or consolidation of the Company or any Affiliate, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of the Company’s or any Affiliate’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
Company Rights. This Agreement shall not in any way affect the right of the Company to make changes of its capital structure or to merge or consolidate or to dissolve, liquidate or sell all or any part of its business or its assets.
Company Rights. The rights of the Company under this Agreement may be enforced by any Subsidiary or affiliate of the Company for which the Executive serves as an employee under this Agreement, to the extent such rights relate to the Executive’s employment by such subsidiary or affiliate.
Company Rights. In the event that the Participant’s employment with the Company or one of its subsidiaries is terminated for “Cause” (as defined below) or if Participant fails to comply with this Section 4.1, the Company may cancel any outstanding Award or recoup funds.
4.1.1 For purposes of this Agreement, “Cause” means any of the following: (i) theft or misappropriation of funds or other property of the Company; (ii) alcoholism or drug abuse, either of which materially impair the ability of the Participant to perform his/her duties and responsibilities hereunder or is injurious to the business of the Company; (iii) the conviction of a felony or pleading guilty or nolo contender to a felony involving moral turpitude; (iv) intentionally causing the Company to violate any local, state or federal law, rule or regulation that xxxxx or may harm the Company in any material respect; (v) gross negligence or willful misconduct in the conduct or management of the Company which materially affects the Company, not remedied within thirty (30) days after receipt of written notice from the Company; (vi) willful refusal to comply with any significant policy, directive or decision of the Chief Executive Officer, any other executive(s) of the Company to whom the Participant reports, or the Board in furtherance of a lawful business purpose or willful refusal to perform the duties reasonably assigned to the Participant by the Chief Executive Officer, any other executive(s) of the Company to whom the Participant reports or the Board consistent with the Participant’s functions, duties and responsibilities, in each case, in any material respect, not remedied within thirty (30) days after receipt of written notice from the Company; (vii) breach (other than by reason of physical or mental illness, injury, or condition) of any other material obligation to the Company that is or could reasonably be expected to result in material harm to the Company not remedied within thirty (30) days after receipt of written notice of such breach from the Company; (viii) violation of the Company’s operating and or financial/accounting procedures which results in material loss to the Company, as determined by the Company; or (ix) violation of the Company’s confidentiality, non-compete or non-solicit requirements (including those set forth in this Agreement) or Code of Business Conduct.
Company Rights. 3.01 It is agreed that it is the function of the Company to manage the Refinery, to direct the working force, to hire new employees, to promote and demote employees, to discipline, to suspend and discharge for just cause, to transfer and lay off employees because of lack of work, and to require employees to observe Company rules, regulations and instructions. It is also the function of the Company to decide the number and locations of its plants, products to be manufactured, the methods and schedules of production including means and processes of manufacturing, personnel requirements, shift schedules and vacation schedules and discuss in advance with the Association any proposed changes in shift schedules and vacation schedules prior to their implementation.
Company Rights. Subject to the last paragraph of this Section 6.2 and the last sentence of Section 6.1, the Consultant agrees that all Inventions made by the Consultant during the term of this Agreement will be the Company’s sole and exclusive property, and to the extent applicable, shall be deemed to be “works for hire” under the copyright laws of the United States. The Consultant will, with respect to any Invention:
(a) keep current, accurate, and complete records, which will belong to the Company and be kept and stored on the Company’s premises;
(b) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request);
(c) to the extent exclusive title and/or ownership rights may not originally vest in the Company, assign (and the Consultant does hereby assign, transfer and convey) to the Company all of the Consultant’s rights, title and interest to any Inventions, any applications the Consultant makes for patents or copyrights in any country, and any patents or copyrights granted to the Consultant in any country; and
(d) acknowledge and deliver promptly to the Company any written instruments, and perform any other acts necessary in the Company’s opinion to preserve property rights in any Inventions against forfeiture, abandonment or loss and to obtain and maintain patents and/or copyrights on any Inventions and to vest the entire right and title to any Inventions in the Company. Such execution and assistance shall be at no charge to the Consultant, but at the Company’s expense and the Company shall reimburse the Consultant for reasonable out-of-pocket expenses incurred. The requirements of this Section 6.2 do not apply to an Invention which (a) was developed entirely on the Consultant’s own time, and (1) which does not relate directly to the Company’s Products or (2) which does not result from any work the Consultant performed for the Company, or (b) is owned by Case Western Reserve University. With respect to any obligations performed by the Consultant under this Section 6.2 following termination of this Agreement, the Company will pay or reimburse all reasonable out-of-pocket expenses. For avoidance of doubt, to the extent of any conflict between that certain License Agreement, dated as of May 12, 2018 (as amended from time to time, the “License Agreement”), by and between the Company and Case Western Reserve University, and this Section 6, the License Agreement shall govern.
Company Rights. 5.01 The Union acknowledges that it is the exclusive function and right of the Company to:
(a) operate and manage its business in all respects, except where any right to do so has been specifically restricted by the terms of this Agreement;
(b) maintain order, discipline and efficiency;
(c) make and alter from time to time rules and regulations to be observed by the employees, provided such rules and regulations are not inconsistent with this Agreement;
(d) schedule the production;
(e) direct the working force; hire, promote, demote, transfer, lay-off because of lack of work, recall, discipline, suspend and discharge for just cause all employees provided that claims of discriminatory promotion, demotion or transfer and wrongful or unjust discipline or discharge shall be subject to the Grievance Procedure herein provided;
(f) Subject to the terms of clause 5.02, incorporate in the Plant all manner of technological and process improvements at any time.
5.02 Technological change is defined as the introduction of new technology into the operation or the automation of an activity, which results in a significant change in the method of operating the business. It does not include such things as a change in the volume or timing of business or the routine replacement of equipment. The Company agrees to notify the Union of pending technological change, at the earliest practical date which will permit a meaningful discussion of the impact of the change on the operation and the workforce. Such discussion shall include the following: ➢ the probable effective date ➢ the approximate number and classification of employees to be affected, if any ➢ the approximate number of jobs to be abolished and/or created, if any ➢ any change in the terms, conditions or security of employment It is understood and agreed that any new or changed job created by the technological change shall be offered first to those employees directly affected by the change. Any jobs which are not filled in this fashion shall be posted in accordance with clause 12.06. If the technological change creates a permanent reduction in the number of employees at the operation the reduction shall be effected in accordance with the terms of clause 12.04.
