Excel. For the avoidance of doubt, you are not permitted to post the final published paper, the VoR published by us, to any site, unless it has been published as Open Access on our website.
Excel. Any attempt to transfer or assign this Agreement without the express written consent of E. EXCEL renders this Agreement voidable at the option of E. EXCEL and may result in termination of my distributorship.
Excel. (i) Excel shall comply with each representation and statement made, or to be made, to any taxing authority in connection with any ruling obtained, or to be obtained, by Excel, EDV and Legacy acting together, from any such taxing authority with respect to any transaction contemplated by this Agreement, and (ii) until the second anniversary of the Distribution Date, Excel shall not (A) make a material disposition, by means of a sale or exchange of assets or capital stock, a distribution to stockholders or otherwise, of any substantial portion of its assets (other than the Legacy Assets), (B) repurchase or issue any capital stock of Excel (other than stock issued pursuant to employee plans), or (C) cease the active conduct of a material portion of its business independently, with its own employees and without material change, unless, in each of cases (A), (B) and (C), in the opinion of counsel to Excel, which opinion shall be reasonably satisfactory to Legacy, or pursuant to a favorable supplemental ruling letter reasonably satisfactory to Legacy, such act or omission would not adversely affect the tax consequences of the Distribution to Legacy or the stockholders of Legacy, as set forth in any ruling issued by any taxing authority.
Excel. If I fail to renew my E. EXCEL business, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Distributor. I shall not be eligible to sell E. EXCEL products and services nor shall I be eligible to receive commissions, bonuses or other income resulting from the activities of my former Downline sales organization. In the event of cancellation, termination or nonrenewal, I agree to waive all rights I have, including but not limited to property rights, to my former Downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former Downline organization.
Excel. Your target annual award under EXCEL will increase to 72% of your base salary, making your new total targeted annual compensation $989,000. Xxxxxxx X. Xxxxxx, Chief Administrative Officer and Executive Vice President XXXXXXX KODAK COMPANY • 000 XXXXX XXXXXX • ROCHESTER, NEW YORK 00000-0000 TEL (000) 000-0000 • FAX (000) 000-0000, E-Mail: xxxxxx@xxxxx.xxx Xx. Xxxxxxx Xxxxxx, page -2- August 13, 2003
Excel. Stockholders Consent (including those persons identified on the signature pages thereof) certain registration rights pursuant to a Registration Rights Agreement to be entered into and delivered at the Closing in the form attached hereto as Exhibit E (the "Registration Rights Agreement");
Excel entering into a buy-back agreement; or • resolving to approve the terms of a buy-back agreement under the Corporations Act;
Excel. A narrative that defines us by our aspirations and contributions making it impossible to ignore black excellence.
