Continuing Participation. The Parties acknowledge that membership in the Authority may change by the addition and/or withdrawal or termination of Parties. The Parties agree to participate with such other Parties as may later be added, as described in Section 3.1. The Parties also agree that the withdrawal or termination of a Party shall not affect this Agreement or the remaining Parties’ continuing obligations under this Agreement.
Continuing Participation. The Parties acknowledge that participation in the CCA Program may change by the addition or withdrawal or termination of Participants. The Parties agree to participate with such other Participants as may later be added, as described in Section 3.1. The Parties also agree that the withdrawal or termination of a Participant shall not affect this Agreement or the remaining Parties’ or Participants’ continuing obligations under this Agreement.
Continuing Participation. (a) The Managing Member may excuse any Capital Investment Member from continuing participation in an Investment in a Portfolio Company (such Capital Investment Member shall be an "Excused Member" with respect thereto and such Investment shall be an "Excused Investment") if the Managing Member determines that there is a substantial likelihood that such Capital Investment Member's continuing indirect Investment in such Portfolio Company might have a Material Adverse Effect (as defined in Section 2.11(d) below) on the Company or the Portfolio Company and the Managing Member shall have given 10 days' advance written notice to any such Capital Member specifying its reason for availing itself of the provisions of this Section 2.11(a) and shall have delivered to such Capital Investment Member an opinion of counsel to such effect. Such Capital Investment Member shall become an Excused Member with respect to such Excused Investment as soon as practicable. The Managing Member shall take commercially reasonable steps to cause the portion of the Excused Investment that would have been allocated to the Excused Member promptly to be sold by the Company for a cash price equivalent to the Fair Market Value of such portion of the Excused Investment, taking into account the factors set forth in Section 4.8(c). The proceeds of such sale shall be paid over to such Excused Member. All costs and expenses of the Company in respect of the determinations and other matters referred to in this Section 2.11 shall be allocated to the Capital Account of the Excused Member.
(b) If at any time the Managing Member determines in good faith that there is a substantial likelihood that the continuing participation in the Company by any Capital Investment Member might have a Material Adverse Effect on the Company, such Capital Investment Member will, at the request of the Managing Member, use its best efforts to dispose of its entire interest in the Company (or such portion of its interest in the Company that is sufficient to prevent or remedy such Material Adverse Effect) to any person at a price acceptable to such Capital Investment Member, in a transaction which complies with Section 7.3. If such Capital Investment Member has not disposed of such of its interest as is sufficient to prevent or remedy
(i) prohibit such Capital Investment Member from making a Capital Contribution with respect to any and all future investments in Portfolio Companies and reduce its unused Capital Commitment to a...
Continuing Participation. (i) After the initial year for eligibility, an Eligible Employee may authorize or change a previously authorized Salary Deferral for any Plan Year by executing and delivering to the Corporation a Salary Deferral Agreement at a date determined by the Corporation, but no later than December 31 of the Plan Year immediately preceding the Plan Year in which the Compensation would otherwise be paid to the Member. Once a Salary Deferral Agreement is made, it will remain in effect for that Plan Year and subsequent Plan Years until suspended or changed in accordance with these terms.
(ii) A Bonus Deferral Agreement must be executed for any Plan Year that a Bonus Deferral is desired. An irrevocable Bonus Deferral Agreement must be delivered to the Corporation prior to the last business day of March in order to defer that Plan Year’s Bonus, payable in the following Plan Year. A Bonus Deferral Agreement is irrevocable, but may be changed for subsequent Plan Years in accordance with these terms.
(iii) A Long-Term Incentive Deferral Agreement must be executed for each payout year that a Long-Term Incentive Deferral is desired. The Long-Term Incentive Deferral Agreement must be delivered to the Corporation prior to the last business day of March of the year prior to the plan year of payment. This Long-Term Incentive Deferral Agreement is irrevocable, but will only apply to the Long-Term Incentive designated in the Agreement.
(iv) A Restricted Stock Deferral Agreement must be executed for each payment that a Restricted Stock Deferral is desired. The Restricted Stock Deferral Agreement must be delivered to the Corporation more than six (6) months prior to the vesting in the Restricted Stock Award and in the Plan Year prior to the year in which the Restricted Stock Award vests. This Deferral Agreement is irrevocable, but will only apply to the Restricted Stock Award designated in the Agreement.
(v) A Stock Option Deferral Agreement must be executed for each Common Stock option exercise that a Stock Option Deferral is desired. The Stock Option Deferral Agreement must be delivered to the Corporation:
(A) no later than December 31 of the Plan Year immediately preceding the Plan Year in which the Member will exercise such option, and
(B) at least six (6) months before the exercise of the Common Stock option. This Stock Option Deferral Agreement is irrevocable, but will only apply to the stock option(s) designated in the Agreement.
Continuing Participation. 17 ------------------------ Section 2.12 Consent to Remedies........................ 19 ------------------- Section
Continuing Participation. The Members acknowledge that the membership of the Agency may change with the addition and/or withdrawal or termination of Members. The Members agree to participate with such other Members as may later be added. The Members also agree that the withdrawal or termination of a Member shall not affect this Agreement or the remaining Members’ continuing obligations under this Agreement.
Continuing Participation. Upon renewal of the Lease by the Seller and and/or Phoenix Energy or other affiliates or associates of the Seller, the Purchaser retains the right to continue its Five and N0/100ths (5%) turnkey working interest participation for a fee of Five Thousand Dollars ($5,000) per lease period.
Continuing Participation. An individual who was a Participant in the Plan on December 31, 1995 shall continue as a Participant in the Plan if he still has an undistributed Account as of such date.
Continuing Participation. An individual who was a Participant in the Plan on April 24, 1997 shall continue as a Participant in the Plan if he still has an undistributed Account as of such date. In addition, any individual whose employment with Xxxxxxxx Xxxxxxxxxx and Cosmetics, Inc. who was transferred to the Employer effective April 25, 1997 and who was either a Participant or eligible to participate in the Revlon Savings, Investment and Profit Sharing Plan on April 24, 1997 shall be eligible to participate in the Plan as of April 25, 1997.
Continuing Participation. The Parties acknowledge that membership in CPA may change by the addition, withdrawal and/or termination of Parties. The Parties agree to participate with such other Parties as may later be added, as described in Section 2.5 (Addition of Parties) of this Agreement. The Parties also agree that the withdrawal or termination of a Party shall not affect this Agreement or the remaining Parties' continuing obligations under this Agreement.
