Earn-Out Protections Sample Clauses

Earn-Out Protections. (a) For avoidance of doubt, except as set forth below concerning the Transferred Employees and the origination business acquired from the Seller, Buyer may operate all of its businesses, including the business of originating, servicing and selling Mortgage Loans, in its sole discretion. Between the Closing Date and the end of the Earn-Out Period, Buyer will operate in good faith with respect to the Transferred Employees and the origination business acquired from the Seller; provided, however, that in no event may Buyer: (i) fail to use commercially reasonable efforts to obtain or maintain any material license or permit necessary to enable the activities of employees whose volume or efforts contribute to the Earn-Out, which failure could be reasonably expected to have a material adverse effect on the Earn-Out; (ii) reduce the total compensation opportunity for the Managing Director under the Managing Director Employment Agreement; (iii) change the reporting relationship of any Loan Officer such that, as a result of the change, the Loan Officer ceases to generate volume that would otherwise qualify for the Earn-Out; or (iv) take or omit to take any action that disproportionately affects employees whose volume or efforts contribute to the Earn-Out, as compared to the Transferred Business as a whole or other similarly situated employees (collectively, the “Earn-Out Protections”). (b) Within five (5) calendar days after the end of each Quarter during the Earn-Out Period, Buyer shall deliver an Earn-Out statement (each, an “Earn-Out Statement”) to the Seller relating to such Quarter setting forth in reasonable detail the calculation of the Earn-Out Amount relating to such Quarter. Seller shall have ten (10) calendar days to review, and accept or object in writing to the Earn-Out Statement, and during such time, promptly upon request of the Seller, Buyer shall cause Buyer’s accounting staff and independent accountants to be available for discussions with the Seller, the Seller’s accounting staff, and the Seller’s independent accountants, for purposes of confirming the calculations and supporting data set forth in the Earn-Out Statement. If the Seller does not object to the Earn-Out Statement within such ten (10) calendar day period, the Earn-Out Statement shall be deemed to be final in the form delivered by Buyer. If the Seller timely objects to the Earn-Out Statement, Buyer and the Seller shall seek to resolve such objection in a mutually agreeable manner and to...
Sample 1
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Earn-Out Protections. To preserve the Business for the purposes of allowing the Warrantor Sellers to receive the payment contemplated by Sections 2.4 (Technology Earn-Out) and 2.5 (Performance Earn-Out), Buyer and Sellers agree that following the Closing, until the later of the Technology Earn-Out Payment Date and the Performance Earn-Out Payment Date, except with the prior written consent of Mr. Gary Xxxxxx (xxch consent not to be unreasonably withheld or delayed having regard to the best interests of the Company as a going concern), Buyer will not, and will not cause or permit any of its subsidiaries to: (i) cause the Business to cease in whole or in any material part; (ii) terminate the employment of any of the Warrantor Sellers, except for gross misconduct justifying dismissal, or with the approval of Gary Xxxxxx (xx the chief executive officer of the Company at the time if Gary Xxxxxx xx no longer a director of the Company) in the case of any Management Seller other than Gary Xxxxxx, xx remove Gary Xxxxxx from the Board of Directors of the Company; (iii) deliberately, knowingly or recklessly interfere with or take any action which is reasonably likely to materially and adversely affect the relationship of the Company with any of its customers; (iv) take any action deliberately designed, or which is reasonably likely, to prevent the Business from being carried on in the ordinary course in all material respects; (v) take any action deliberately designed, or which is reasonably likely, to divert away from the Company any business opportunities that first become available to the Company in relation to business of the same type as conducted by the Company on the Closing Date; (vi) take any action knowingly or deliberately designed, or reasonably likely to: (A) cause the Business to be conducted other than on an arm's length basis, except that treasury, finance, human resources, legal, tax, accounting, insurance, employee benefits, property management, investor relations and similar functions may be conducted on such terms as Buyer determines from time to time in the ordinary course of business; (B) cause a material change in the nature of the Business; (C) cause any new employee or consultant (who is not employed, seconded to or engaged by the Company at the Closing) to be employed, seconded to or engaged by the Company or cause to be terminated the employment of such person except in accordance with their respective Employment Agreements, or with the approval of Gary Xxxxxx; (...
Sample 1
Earn-Out Protections. 6.1 The Buyer undertakes with the Sellers to procure that during the Earn-out Protection Period (save with the prior written consent of the Sellers, such consent not to be unreasonably withheld or delayed) the provisions of Part C of this Schedule 10 shall be complied with. For the avoidance of doubt, the Buyer will not be in breach of its obligations under this paragraph 6.1 or of Part C of this Schedule 10 to the extent that an alleged breach by the Buyer (occasioned through the Companies) is caused by any deliberate action or omission by any of the Sellers. 6.2 The Sellers undertake to the Buyer that during the Earn-out Protection Period they will, so far as they are able, carry on the business of the Companies in the ordinary and normal course.
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Earn-Out Protections. Following the Closing Date and until the completion of the 2021 calendar year, (i) the Buyer will operate the Company in good faith, (ii) the Buyer shall not take any actions (or omit to take any actions) in bad faith that would have the primary purpose of avoiding or reducing the Earn Out Payment hereunder and (iii) in the event the Buyer or the Company (A) consolidates with or merges into any other Person and shall not be the continuing entity after such consolidation or merger or (B) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that such continuing entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 1.7.
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Earn-Out Protections. 14 9. MANAGEMENT OF THE GROUP POST COMPLETION . . . . . . . . . . . . . . . 18 10. COVENANTORS' REPRESENTATIVE . . . . . . . . . . . . . . . . . . . . . 19 11.
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Earn-Out Protections. 8.1 In recognition of the Covenantors' interest in achieving the maximum amount payable in respect of the Deferred Loan Notes, the Offeror hereby undertakes to the Covenantors that following Completion and until the earlier of 31 December 2002 and the date on which no further Deferred Loan Notes may be issued, save with the prior written consent of the Covenantors' Representative (which may only be withheld to the extent legitimate to protect the interests of the Covenantors achieving the maximum amount payable in respect of the Deferred Loan Notes) or as provided in Clauses 8.2 to 8.4 inclusive below:- (a) it will not deliberately and knowingly do any act or thing or procure the Company or any member of the Group to do any act or thing not properly done for the purpose of the Offeror Group's business the effect of which distorts unfairly the financial results of the Company so as to reduce the amount of Deferred Loan Notes to be issued as part of the Earn Out; (b) it will not require or permit the declaration, making or payment by the Company or any member of the Group of any dividend or similar distribution in respect of the Company's share capital save to the extent of net income of the Company calculated for this purpose (c) it will not require or permit the payment of management charges to the Offeror's Group by the Company or any member of the Group save:- (i) with respect to services requested by the Company, with any such charges subject to the consent of the Covenantors' Representative, such consent not to be unreasonably withheld; or (ii) corporate allocations for travel expenses, accounting services and similar items actually incurred, not to exceed L.100,000 per year; (d) it will not deliberately and knowingly do any act or thing or procure the Company or any member of the Group to do any act or thing which results in the provision of additional capital to the Company and/or any Subsidiaries such that there is a material increase in the Base Amount provided that the Business is being managed prudently and in accordance with the Budget and Business Plan; (e) conducting a business operation to cease carrying on its business in whole or in part except to the extent that the Company and/or any member of the Group:- (i) fails to satisfy the requirements specified in the Budget or the Business Plan; or (ii) without prejudice to Clause 8.1(a) above, it is considered by the Offeror (acting reasonably) to be necessary to effect an acquisition, disposal,...
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Earn-Out Protections. 11.1 Subject to clause 11.2, the Buyer undertakes to the Seller that during the period commencing on the Completion Date and ending at 11.59 p.m. (London time) on the final day of the final Earn-out Period: 11.1.1 it shall not except with the prior written consent of the Seller (in the case of clause 11.1.1.7, such consent not to be unreasonably withheld or delayed in circumstances where the relevant distribution or payment could not reasonably be said to prejudice the Owed-Earn-out Amounts referred to in that clause): 11.1.1.1 take, or require any member of the Earn-out Period Group to take, any action the sole or primary purpose of which is to reduce (or cause the reduction of) any Earn-out Payment Amount; 11.1.1.2 sell or dispose of all or any part of the share capital of either of the Companies (or any interest therein); 11.1.1.3 require the sale or other disposal of the whole or a substantial part of the business or undertaking (by way of disposal of share capital, membership interests or assets) of the Earn-out Period Group; 11.1.1.4 direct any clients of the Earn-out Period Group to deal with a member of the Buyer’s Group either wholly or partly in place of any member of the Earn-out Period Group; 11.1.1.5 pass, or require to be passed, any resolution for the solvent winding up of any member of the Earn-out Period Group; 11.1.1.6 make any distribution or other payments to the shareholders of the Buyer in respect of any Earn-out Period unless the Seller has received all Owed Earn-out Amounts in respect of that Earn-out Period; 11.1.1.7 make any distribution or other payments under any management incentive plan which is tied to distributions to shareholders and/or the performance of all or any part of the Earn-out Period Group in respect of any Earn-out Period unless the Seller has received all Owed Earn-out Amounts in respect of that Earn-out Period; 11.1.1.8 require any member of the Earn-out Period Group to make a material change to the general nature of its business; 11.1.1.9 except for a working capital facility not exceeding a maximum aggregate amount outstanding at any time of £1,000,000 (or its equivalent in other currencies) to cover ordinary course working capital, require any member of the Earn-out Period Group to incur any third party borrowings unless Earn-out Payments Amounts of £60,000,000 in aggregate have been paid to the Seller or will be paid out of the net proceeds of such third party borrowings; or 11.1.1.10 procure that any membe...
Sample 1
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Earn-Out Protections. ​ 6.1 Save for the provisions of paragraphs 6.2, 6.3 and 6.4 of this Schedule below, the Buyer shall be entitled to manage and operate the Group immediately after Completion applying reasonable commercial judgment and in accordance with Applicable Laws. 6.2 Notwithstanding paragraph 6.3 of this Schedule below, the Buyer shall be entitled to: ​ (a) on or after Completion, cease the business arrangements or operations of the Group with its customers or suppliers in the Republic of Cuba; and (b) deliver written notice to the Seller on or before the Completion Date setting out the Buyer's election to cease certain Group business arrangements and/or operations as identified by the Buyer on or after Completion with customers and/or suppliers of the Group in any or all of the following countries: (1) Bolivarian Republic of Venezuela; (2) Islamic Emirate of Afghanistan; (3) Republic of the Union of Myanmar (formerly known as Burma); and/or (4) Syrian Arab Republic (collectively, with the Republic of Cuba, being referred to herein as the "Sanctioned Countries"). 6.3 The Buyer undertakes to and covenants with the Seller that from Completion until (and ​ ​ ​ including) the expiration date of the Earn-Out Period, it will exercise its powers in relation to the Group and its rights as the beneficial owner of the whole of the issued share capital of the Group to ensure and/or procure (so far as it is legally able to do so) that (unless otherwise agreed in writing between the Buyer and the Seller): (a) no material part of the issued share capital of a Group Company (nor any material part of its business or undertaking) will be sold or otherwise disposed of; (b) the Group will carry on its business in substantially the same manner as carried on by it at Completion; (c) the nature and trading style of the business as carried on at Completion by the Group is not substantially or materially changed (save in respect of any change to the registered or trading name of any Group Company); (d) no Group Company will enter into any transaction which is not on a commercial basis and on arm's length terms which would have a direct or indirect adverse effect on Revenue or reduce Revenue in any way; (e) no part of the undertaking or assets of a Group Company is disposed of except in the ordinary course of its trading and no gift is made or other arrangement or transaction is entered into by a Group Company which could constitute a transaction at an undervalue under Applicable Laws; (f) ...
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Related to Earn-Out Protections

  • OVERDRAFT PROTECTION To the extent permitted by law, You authorize Us to transfer funds from other Accounts You may have with Us in necessary multiples (or in such increments as We may from time to time determine) to Your Account to cover any overdraft. If You have a line of credit with Us, transfers will be made first from Your primary share Account, provided You have enough available funds in that Account, then from Your line of credit up to Your available credit limit, and then We may elect to pay such overdraft, subject to any preference You have indicated to Us for clearing any overdraft(s). Overdraft transfers are subject to a transfer fee. You hold Us harmless from any and all liability which might otherwise exist if a transfer does not occur.

  • Whistleblower Protections The Party shall not discriminate or retaliate against one of its employees or agents for disclosing information concerning a violation of law, fraud, waste, abuse of authority or acts threatening health or safety, including but not limited to allegations concerning the False Claims Act. Further, the Party shall not require such employees or agents to forego monetary awards as a result of such disclosures, nor should they be required to report misconduct to the Party or its agents prior to reporting to any governmental entity and/or the public.

  • STUDENT DISCIPLINE AND TEACHER PROTECTION A. The Board recognizes its responsibility to give all reasonable support and assistance to teachers with respect to the maintenance of control and discipline in the classroom. Whenever it appears that a particular pupil requires the attention of special counselors, social workers, law enforcement personnel, physicians, or other professional persons, the principal shall be notified. The Board feels that the teacher and the specialists indicated above should work together to improve the case. B. It is recognized that discipline problems are less likely to occur in classes where a high level of student interest is maintained. It is likewise recognized that when discipline problems occur, they may most constructively be dealt with by encouragement, praise and emphasis upon a child’s desirable characteristics. A teacher may use such force as is necessary, according to the law, to protect himself/herself from attack or to prevent injury to another student. C. A teacher may ask the principal to exclude a pupil from class when the grossness of the offense, the persistence of the misbehavior, or the disruptive effect of the violation makes the continued presence of the student in the classroom intolerable. In such cases, the teacher will furnish the principal, as promptly as his/her teaching obligations will allow, full particulars of the incident in writing. D. Procedure for suspension of students from school shall be distributed to students and teachers each year. E. Any case of assault upon a teacher while on duty should be promptly reported to the Board or its designated representative. The Board will provide legal counsel to advise the teacher of his/her rights and obligations with respect to such assault and shall promptly render all reasonable assistance to the teacher in connection with handling of the incident by law enforcement and judicial authorities. F. If any teacher is complained against or sued as a result of any action taken by the teacher while in pursuit of his/her employment, the Board may provide legal counsel and render all necessary assistance to the teacher in his/her defense. G. Time lost by a teacher in connection with any incident mentioned in this Article shall not be charged against the teacher. X. The Board will reimburse teachers for any loss, damages or destruction of clothing or personal property of the teacher while on duty in the school or on school premises in those cases where the school could have reasonably prevented the loss. I. No action shall be taken upon any complaint by a parent of the student directed toward the teacher nor shall any notice thereof be included in said teacher’s personnel file unless such matter is promptly reported in writing to the teacher concerned. J. Teachers shall be expected to exercise reasonable care with respect to the safety of pupils and property, but shall not be individually liable, except in the case of gross neglect of duty, for any damage or loss to person or property.

  • Whistle Blowing Protection The Employer agrees to adhere to the whistle blowing protection pursuant to the

  • Job Protection 15.9.1 Subject to 15.10 below, an employee returning from parental leave is entitled to resume work in the same position or a similar position to the one they occupied at the time of commencing parental leave. A similar position means a position: (a) At the equivalent salary, grading; (b) At the equivalent weekly hours of duty; (c) In the same location or other location within reasonable commuting distance; and (d) Involving responsibilities broadly comparable to those experienced in the previous position. 15.9.2 Where applicable, employees shall continue to be awarded increments when their incremental date falls during absence on parental leave.

  • Meadow Protection Reasonable care shall be taken to avoid damage to the cover, soil, and wa- ter in xxxxxxx shown on Sale Area Map. Vehicular or skidding equipment shall not be used on xxxxxxx, ex- cept where roads, landings, and tractor roads are ap- proved under B5.1 or B6.422. Unless otherwise agreed, trees felled into xxxxxxx shall be removed by endlining.

  • Anti-Dilution Protection (a) In the event, prior to the payment of this Note, Aspen shall issue any of its shares of Aspen Common Stock as a stock dividend or shall subdivide the number of outstanding shares of Aspen Common Stock into a greater number of shares, then, in either of such events, the shares obtainable pursuant to conversion of this Note shall be increased proportionately; and, conversely, in the event that Aspen shall reduce the number of outstanding shares of Aspen Common Stock by combining such shares into a smaller number of shares, then, in such event, the number of shares of Aspen Common Stock obtainable pursuant to the conversion of this Note shall be decreased proportionately. Any dividend paid or distributed upon Aspen Common Stock in shares of any other class of capital stock of Aspen or securities convertible into shares of Aspen Common Stock shall be treated as a dividend paid in Aspen Common Stock to the extent that the shares of Aspen Common Stock are issuable upon the conversion of the Note. In the event that Aspen shall pay a dividend consisting of the securities of any other entity or in cash or other property, upon conversion of this Note, the Holder shall receive the securities, cash, or property which the Holder would have been entitled to if the Holder had converted this Note immediately prior to the record date of such dividend. (b) In the event, prior to the payment of this Note, Aspen shall be recapitalized by reclassifying its outstanding Aspen Common Stock (other than into shares of common stock with a different par value, or by changing its outstanding shares of common stock to shares without par value), or in the event Aspen or a successor corporation, partnership, limited liability company or other entity (any of which is defined as a “Corporation”) shall consolidate or merge with or convey all or substantially all of its, or of any successor Corporation’s property and assets to any other Corporation or Corporations (any such other Corporation being included within the meaning of the term “successor Corporation” used in the context of any consolidation or merger of any other Corporation with, or the sale of all or substantially all of the property of any such other Corporation to, another Corporation or Corporations), or in the event of any other material change in the capital structure of Aspen or of any successor Corporation by reason of any reclassification, reorganization, recapitalization, consolidation, merger, conveyance or otherwise, then, as a condition of any such reclassification, reorganization, recapitalization, consolidation, merger or conveyance, a prompt, proportionate, equitable, lawful and adequate provision shall be made whereby the Holder of this Note shall thereafter have the right to receive, upon the basis and the terms and conditions specified in this Note, in lieu of the securities of Aspen theretofore issuable upon the conversion of this Note, such shares, securities or assets as may be issued or payable with respect to or in exchange for the number of securities of Aspen theretofore obtainable upon conversion of this Note as provided above had such reclassification, reorganization, recapitalization, consolidation, merger or conveyance not taken place; and in any such event, the rights of the Holder of this Note to any adjustment in the number of shares of Aspen Common Stock obtainable upon conversion of this Note, as provided, shall continue and be preserved in respect of any shares, securities or assets which the Holder becomes entitled to obtain. Notwithstanding anything herein to the contrary, this Section 3(b) shall not apply to a merger with a subsidiary provided Aspen is the continuing Corporation and provided further such merger does not result in any reclassification, capital reorganization or other change of the securities issuable under this Note. The foregoing provisions of this Section 3(b) shall apply to successive reclassification, capital reorganizations and changes of securities and to successive consolidation, mergers, sales or conveyances. (c) In the event Aspen, at any time while this Note shall remain outstanding, shall sell all or substantially all of its assets, or dissolve, liquidate, or wind up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation, or winding up such that the Holder of this Note may thereafter receive, upon exercise hereof, in lieu of the securities of Aspen which it would have been entitled to receive, the same kind and amount of any shares, securities or assets as may be issuable, distributable or payable upon any such sale, dissolution, liquidation or winding up with respect to each share of Aspen Common Stock; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to convert this Note shall terminate on a date fixed by Aspen, such date so fixed to be not earlier than 6:00 p.m., New York time, on the 30th day after the date on which notice of such termination of the right to convert this Note has been given by mail to the Holder of this Note at such Holder’s address as it appears on the books of Aspen.

  • Equal Opportunities To ensure that all volunteers are dealt with in accordance with our equal opportunities policy, a copy of which is set out in the Volunteers Handbook.

  • Whistleblower Protection Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede the Employee (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. The Employee does not need the prior authorization of the Company to make any such reports or disclosures and the Employee shall not be not required to notify the Company that such reports or disclosures have been made.

  • TEACHER PROTECTION A. The teachers shall have the right to review those things in his/her personnel file to which he/she is entitled by Law. At the option of the teacher, a representative of the Association may be present for such review. Each file shall contain a record indicating reviewer and date of review, excluding school personnel official access for record maintenance. B. The teacher may submit a written notation regarding any material and the same will be attached to the file copy of the material in question. If the teacher is asked to sign material placed in his/her file, such signature will be understood to indicate his/her awareness of the material but in no instance shall said signature be interpreted to mean agreement with the content of the material. X. Any serious complaint made against a teacher by any parent, student, and other person will be promptly called to the attention of the teacher. D. If a teacher is to be disciplined or reprimanded by the Board or its designee, he/she shall be entitled to have a representative of the Association present. That representative shall be the teacher's choice between the building representative or another Association officer. E. Each teacher has the responsibility for maintaining proper student control and discipline throughout the school day as well as at school-sponsored activities where he/she is serving as a sponsor or chaperone. The teacher, however, has the primary responsibility for maintaining control and discipline in his/her classroom. The Board will give reasonable support and assistance to teachers with respect to maintenance of control and discipline. Whenever is appears that a particular pupil requires special attention, reasonable steps shall be taken to provide such attention. The teachers recognize that all disciplinary actions and methods invoked by them shall be in accordance with established Board policy. F. Any case of assault upon a teacher which is related to a school-centered problem shall be promptly reported to the Board or its designated representative. If the assault was by a pupil or pupils, the Administration shall promptly investigate the matter and determine suitable discipline for the assaulting pupil. This decision shall be communicated to the teacher concerned. If the assault is by an adult, who is not a pupil, the Board its designee representative shall promptly report the incident to the proper law enforcement authorities. G. A teacher may suspend a pupil from one (1) period, when the grossness of the offense, the persistence of the misbehavior, or the disruptive effect of the violation makes the continued presence of the student in that classroom intolerable. In such cases, the teacher will promptly (by the end of the school day) furnish the administrator or counselor full particulars of the incident. The teacher and the administration will cooperatively endeavor to achieve correction of student behavior through whatever avenues are reasonably available. H. School administrators and teachers will endeavor to achieve correction of the students' misbehavior through counseling and interviews with the child and his/her parents when warranted.

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