CSRs Sample Clauses

CSRs. (a) Subject to the terms and conditions of this Agreement, the consideration payable by Parent per share of Company Common Stock in the Offer and Merger will include one CSR. As described in greater detail below, the purpose of the CSRs is to give Company stockholders who participate in the Offer and Merger the opportunity to receive additional Parent Common Stock in connection with any Sale of the Company (as hereinafter defined) consummated after the Effective Time and on or before the Maturity Date (as hereinafter defined) in which Parent or its subsidiaries receive Net Proceeds (as hereinafter defined) in excess of the Deal Price (as hereinafter defined). (b) The CSRs will be uncertificated contract rights and will be non-assignable and non-transferable by any holder thereof, except as required by any applicable community property laws or laws of descent and distribution. (c) The CSRs will become effective at the Effective Time and will mature at 11:59 p.m. New York City time on the earlier of (i) the date, if any, on which a Sale of the Company for Net Proceeds in excess of the Deal Price is consummated and (ii) October 15, 2004, provided that if after the Effective Time and prior to the first anniversary of the Execution Date Parent or the Surviving Corporation shall have entered into a definitive agreement with an unaffiliated third party providing for a Sale of the Company (a "Sale Contract"), the date in this clause (ii) shall be the later of (A) October 15, 2004 and (B) the earlier of (x) the date the Sale of the Company pursuant to such Sale Contract is consummated and (y) the date such Sale of the Company is abandoned (the earlier of (i) and (ii) being the "Maturity Date").
Sample 1Sample 2
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CSRs. The CSRs represent the rights of CSR Holders to receive a contingent payment in the form of TortoiseCorp III Common Shares (or in such other form as is provided for herein) pursuant to this Agreement.
Sample 1
CSRs. The CSRs represent the rights of CSR Holders to receive a contingent payment in the form of Pubco Common Shares (or in such other form as is provided for herein) pursuant to this Agreement. One CSR shall be issued by Pubco along with each whole Pubco Common Share (excluding any fractional shares) that is issued (i) in the TRTL Merger to a public shareholder that did not elect to redeems his, her or its Tortoise III Common Shares in connection with the Closing of the Business Combination, and (b) to an investor in a Transaction Financing.
Sample 1

Related to CSRs

  • Training Program It is agreed that there shall be an Apprenticeship Training Program, the provisions of which are set forth in Exhibit "D", which is attached hereto and forms part of this Agreement.

  • Training Programs All employees shall successfully complete all necessary training prior to being assigned work (e.g., all employees will complete health and safety training prior to being assigned to task). Nothing in this Article or provision shall constitute a waiver of either party’s bargaining obligations or defenses. The Employer still has an obligation to notify and bargain changes in terms and conditions of employment with the exclusive representative.

  • Helpdesk Customers must contact LightEdge Support to report service trouble or an outage with LightEdge Technical Support. LightEdge Technical Support will be available seven (7) days per week; twenty-four (24) hours per day; three hundred sixty-five days (365) days per year. LightEdge Technical Support provides support for network monitoring, trouble ticket resolution, and fault isolation up to the termination point of LightEdge provided Equipment. LightEdge Technical Support will accept trouble and outage related support calls from any customer representative. LightEdge will not perform any requested activity which may cause Service disruption or perform any changes to Service unless request is initiated by an Authorized Contact. LightEdge reserves the right to delay response on support tickets opened by anyone other than the Authorized Contact. Communication between Customer and LightEdge not initiated by Authorized Contact will not be subject to SLA remedies. All communications with Customer will be in the English language.

  • Review Systems; Personnel It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

  • Dependent Care Assistance Program The County offers the option of enrolling in a Dependent Care Assistance Program (DCAP) designed to qualify for tax savings under Section 129 of the Internal Revenue Code, but such savings are not guaranteed. The program allows employees to set aside up to five thousand dollars ($5,000) of annual salary (before taxes) per calendar year to pay for eligible dependent care (child and elder care) expenses. Any unused balance is forfeited and cannot be recovered by the employee.

  • Training a. The employer, in consultation with the local, shall be responsible for developing and implementing an ongoing harassment and sexual harassment awareness program for all employees. Where a program currently exists and meets the criteria listed in this agreement, such a program shall be deemed to satisfy the provisions of this article. This awareness program shall initially be for all employees and shall be scheduled at least once annually for all new employees to attend. b. The awareness program shall include but not be limited to: i. the definitions of harassment and sexual harassment as outlined in this Agreement; ii. understanding situations that are not harassment or sexual harassment, including the exercise of an employer's managerial and/or supervisory rights and responsibilities; iii. developing an awareness of behaviour that is illegal and/or inappropriate; iv. outlining strategies to prevent harassment and sexual harassment; v. a review of the resolution of harassment and sexual harassment as outlined in this Agreement; vi. understanding malicious complaints and the consequences of such; vii. outlining any Board policy for dealing with harassment and sexual harassment; viii. outlining laws dealing with harassment and sexual harassment which apply to employees in B.C.

  • Trainings Appointment of any length involving two (2) or more Consumers who might need to split up to join different trainings, group discussions, etc.

  • Attrition Attrition means that as people leave their jobs because they retire, resign, transfer, die or are promoted then they may not be replaced. In addition or alternatively, there may be a partial or complete freeze on recruiting new employees or on promotions.

  • Distance Education 7.13.1 Expanding student access, not increasing productivity or enrollment, shall be the primary determining factor when a decision is made to schedule a distance education course. There will be no reduction in force of faculty (as defined in Article XXIII of this Agreement) as a result of the District’s participation in distance education. 7.13.2 Courses considered to be offered as distance education shall be defined in accordance with the Board of Governors’ Title 5 Regulations and Guidelines. Generally, this definition refers to courses where the instructor and student are separated by distance and interact through the assistance of communication technology (reference section 55370 of Title 5 California Code of Regulations). The determination of which courses in the curriculum may be offered in a distance education format, in addition to instructor/student contact requirements, shall be in accordance with the Title 5 California Code of Regulations.

  • Support Staff The College shall designate a clerical person on each campus whose primary responsibility will be to perform clerical duties related to workload assignments for Employees. Faculty assignments to the clerical person shall be given priority over non- faculty assignments. Any conflicts shall be reported to the Chief Academic Officer or to an academic officer of the College who holds the rank of Campus Director or higher. Employees will be notified of the identity of this person and the clerical person will be notified.

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