Edward H Sample Clauses

Edward H. Meyer shall continue to be employed as Chairman, Presixxxx xxx Xxxxx Executive Officer of the Company, unless he shall no longer be so employed as a result of (i) his death or Disability (as defined in the Employment Agreement) or (ii) his termination by the Company for Cause (as defined in the Employment Agreement).
Edward H. Okun May 8, 2007 Page 5 a. Txx Xxxx Xxxxxxx will cooperate with Mr. Kurylak in expunging from the Cenxxxx Xxxxxxration Depository ("CRD") any reference to any complaint by the Okun Parties against Mr. Kurylak that Mr. Xxxylak and/or the Cxxxxxx xx xhe subxxxx xx xx alleged investment-related sales practice violation, forgery, theft, misappropriation, or conversion of funds. This cooperation will include, without limitation, (i) filing or participating in an arbitration before the National Association of the Securities Dealers (the "NASD") and/or a court proceeding directing the NASD to expunge from Mr. Kurylak's CRD the complaint of FMFG, xxx (xx) xxxcuting a Stipulated Award or Consent Order recommending or granting expungment. In connection therewith and to the extent necessary to the obtain an expungment order, FMFG will also acknowledge and consent to findings that, after further investigation, its information, claim, or allegation is factually impossible or clearly erroneous; that Mr. Kurylak was not involved in the allexxx xxxxxxment-related sales practice violation, forgery, theft, misappropriation, or conversion of funds; or the claim, allegation, or information is false. 5. Upon the Effective Date, Philip D'Ambrisi shall enter into an employmxxx xxxxxxxxx xn mutually agreeable terms to serve as Chief Operating Officer of Montauk, which agreement shall include negative and restrictive covenants for the period commencing on the date of employment and terminating one year after termination of employment for any reason. 6. Upon the purchase of the Convertible Debenture or Convertible Preferred Stock, the Okun Parties shall designate four nominees to Xxxtauk's board of directors including Mr. Rogers who shall all thereupon take oxxxxx. 7. Subsequent to the purchase of the Convertible Debenture or Convertible Preferred Stock under paragraph 2, all of the independent members of Montauk's board of directors shall either resign from the board or agree not to stand for reelection at Montauk's next annual meeting of shareholders. 8. Upon the Effective Date, the lease between Water View and Montauk shall be deemed void ab initio. 9. Montauk shall agree to conduct a shareholders' meeting for the election of the Class II and Class III directors in a timely manner after the purchase of the Debenture or Convertible Preferred Stock under paragraph 2. The nominees for directors shall include Mr. Okun's nominees and such other nominees as xxxxxxxxxd by the board on ...
Edward H. 10. For a xxxxxx xx xxxx (5) years after the Effective Date, Montauk shall agree to indemnify and hold harmless any and all former officers and directors of Montauk against any claims or liabilities arising out of their positions with Montauk, the execution of this Agreement or any other related matters arising during their affiliation with Montauk, to the extent they would otherwise be entitled to indemnification under Montauk's Certificate of Incorporation and By-Laws, as amended to date. 11. Due to the confidential nature of this transaction, no party shall make any announcement or disclosure regarding the transaction without the prior consent of the others, unless and except as required by applicable law. Notwithstanding this Paragraph 11, the Okun Parties acknowledge and agree that Mxxxxuk may be required to disclose in a public announcement and to file with the Securities and Exchange Commission any material terms and conditions of this Agreement and otherwise make proper disclosure under federal and state securities laws, and consents to the same, subject to timely review by and consultation with the Okun Parties. Upon the execution of this Agreement, Montauk and the Okun parties may issue a mutually approved xxess release. Thereafter the parties each agree that they will not make public statements regarding the transactions contemplated by this Agreement without first consulting the other party with a view toward issuing joint public statements, except to the extent required by law. 12. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Jersey. The Parties (a) agree that any legal suit, action or proceeding arising out of or relating to the agreement shall be instituted exclusively in New Jersey State Superior Court, County of Monmouth, or in the United States District Court for the District of New Jersey, (b) waives any objection which any Party may have now or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consent to the jurisdiction of the New Jersey State Superior Court, County of Monmouth and the United States District Court for the District of New Jersey in any such suit, action or procedure. Mr. Edward H. Okun May 8, 20...

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