Forbxxxxxxxx of Douglass Sample Clauses

Forbxxxxxxxx of Douglass. Without limiting the covenants set forth in Sectiox 0.00 xereof, from the date hereof until the Closing Date, except as expressly contemplated or permitted by this Agreement, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, Douglass will not, and it will cause Seller Bank not to: (a) xxxxxx or waive any provision of its Articles of Incorporation, charter or bylaws or any similar governing documents of Douglass or Seller Bank except as required by law; (b) chanxx xxx xumber of authorized or issued shares of the capital stock of Douglass or Seller Bank, issue any shares of Seller Bank Stock, xx xxxxx or grant any Right or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of such stock, make any grant or award of stock or derivative instrument, or split, combine or reclassify any shares of its capital stock; (c) declare, set aside or pay any dividend or other distribution in respect of its capital stock, or purchase or redeem or otherwise acquire any shares of its capital stock; (d) enter into, amend in any material respect or terminate any contract or agreement (including without limitation any settlement agreement with respect to litigation) involving a payment by Douglass or Seller Bank of $5,000 or more; (e) make any comxxxxxxx relating to an application for the opening or closing of any, or open or close any, branch, automated banking or other office facility; (f) make any payment on any outstanding debt, promissory note or debenture; (g) enter into any new line of business or introduce any new products; (h) grant or agree to pay any bonus, severance or termination payment (including, but not limited to discretionary severance pay) to, or enter into, renew or amend any employment agreement, severance agreement and/or supplemental executive agreement with, or adjust in any manner the compensation or fringe benefits of, any of its directors, officers or employees; (i) hire any employees at an annual salary in excess of $40,000; (j) enter into or, except as may be required by law, materially modify any pension, retirement, savings, profit sharing, deferred compensation, supplemental retirement, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement related thereto, in respect of any of its directors, officers or employees; or make any contributions to any defi...
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Related to Forbxxxxxxxx of Douglass

  • SHOP XXXXXXX The Shop Xxxxxxx shall be a County employee as selected by the Union. A list of shop stewards will be kept current and sent by the Union to each department head and to Human Resources. Duties required by the Union of its stewards, except attendance at meetings with the County, supervisory personnel and aggrieved employees arising out of a grievance already initiated by an employee under Article 14 hereof, shall not interfere with their or other employees, regular work assignments as employees of the County. The shop xxxxxxx, or their designee, involved with a particular grievance must be identified at Step 1 of the grievance procedure and will be designated as the only bargaining unit employee who will be able to gather information pertaining to that particular grievance. The Union will make reasonable efforts to control the amount of investigative time spent between the shop xxxxxxx and the aggrieved employee. Meetings scheduled with management and other proper investigative procedures, and attendance at meetings specified in Steps 1 and 2 of the grievance procedure shall be considered hours worked for compensation purposes to the extent such meetings occur during the normal hours of work, and not otherwise. In order to use union leave for this purpose, Shop Stewards must notify the supervisor/department head of meetings and other commitments at the time these are scheduled. Attendance at meetings specified in Step 3 of the grievance procedure shall be considered hours worked during regularly scheduled business hours of the County for the xxxxxxx involved, witnesses and the grievant. The County shall not be liable for any overtime as a result of the meeting. Witnesses and the shop xxxxxxx involved shall be granted leave with pay to the extent their presence at the proceedings is required. If it is a discharge case the grievant shall not be paid except as provided in a remedy awarded.

  • Xxxxxxxxx, Esq If to the Trustee: The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Division The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 92 All notices and communications to the Trustee or any Agent shall be deemed to have been duly given upon actual receipt thereof by such party. All other notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile or other electronic transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication to a Holder of a Global Note will be delivered to the Depositary in accordance with its customary procedures. Any notice or communication to a Holder of a Definitive Note will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Failure to give a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. Except with respect to the Trustee and the Agents, if a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risks arising out of the use of electronic methods, including any non-secure method, such as, but without limitation, by facsimile or electronic mail, to submit instructions, directions, reports, notices or other communications or information to the Trustee, including without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties. If the Issuer gives a notice or communication to Holders, it will give a copy to the Trustee and each Agent at the same time. The Trustee shall have the right to accept and act upon Instructions given pursuant to this Indenture and any related financing documents and delivered using Electronic Means as provided in Section 7.06.

  • Xxxxx, Haldimand, Norfolk An employee shall be granted five working days bereavement leave with pay upon the death of the employee’s spouse, child, stepchild, parent, stepparent, legal guardian, grandchild or step-grandchild.

  • Xxxxxxxxxx Rights Upon request, an employee shall have the right to Union representation during an investigatory interview that an employee reasonably believes will result in disciplinary action. The employee will have the opportunity to consult with a local Union Xxxxxxx or Organizer before the interview, but such designation shall not cause an undue delay. (See Last Chance Agreements, Article 21, Section 12).

  • Xxxxxxxxx, Xx Xxxxxxx X. Xxxxxxxxx, Xx., Chief Executive Officer KBSIII 0000 XXXX XXXXXX XXXXX, LLC, a Delaware limited liability company By: KBSIII REIT ACQUISITION IV, LLC, a Delaware limited liability company, its sole member By: KBS REIT PROPERTIES III, LLC, a Delaware limited liability company, its sole member By: KBS LIMITED PARTNERSHIP III, a Delaware limited partnership, its sole member By: KBS REAL ESTATE INVESTMENT TRUST III, INC., a Maryland corporation, its general partner

  • Xxxxxxxx Xxxxxxxxx Xx xxxvided for in the Agreement and Declaration of Trust of the various Funds, under which the Funds are organized as unincorporated trusts, the shareholders, trustees, officers, employees and other agents of the Fund shall not personally be found by or liable for the matters set forth hereto, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder.

  • Xxxxxxxxxxx X Xxxx, Esq., shall have furnished to the Underwriters his written opinion, as Corporate Counsel of the Enterprise Parties, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Exhibit B hereto.

  • Xxxxxxxxxxx 12.1 In addition to the specific rights of termination set out in the Clause "The Publisher's Responsibilities" and the Clause "The Author's Responsibilities", either Party shall be entitled to terminate this Agreement forthwith by notice in writing to the other Party if the other Party commits a material breach of the terms of the Agreement which cannot be remedied or, if such breach can be remedied, fails to remedy such breach within 45 days of being given written notice to do so. 12.2 Termination of this Agreement, howsoever caused, shall not affect: (a) any subsisting rights of any third party under any licence or sub-licence validly granted by the Publisher prior to termination and the Publisher shall be entitled to retain its share of any sum payable by any third party under any such licence or sub-licence; (b) except where stated otherwise in this Agreement, any claim which either Party may have against the other for damages or otherwise in respect of any rights or liabilities arising prior to the date of termination; (c) the Publisher’s right to continue to sell any copies of the Work which are in its power, possession or control as at the date of expiry or termination of this Agreement for a period of 6 months on a non-exclusive basis.

  • Xxxxxxxx Xxxxxxxx obligation to pay compensation to PaineWebber as agreed upon pursuant to this paragraph 4 is not contingent upon receipt by Xxxxxxxx Xxxxxxxx of any compensation from the Fund or Series. Xxxxxxxx Xxxxxxxx shall advise the Board of any agreements or revised agreements as to compensation to be paid by Xxxxxxxx Xxxxxxxx to PaineWebber at their first regular meeting held after such agreement but shall not be required to obtain prior approval for such agreements from the Board.

  • Xxxxxxx Xxxxxxxxx This Lot may contain Bundles which include Hardware and/or Software in combination with Cloud Services. All components of the Bundle must be within the overall scope of this Contract. The Hardware or Software Products included in the Bundle cannot be listed as stand-alone items for this Lot. Third Party Products are allowed as part of a Bundle only if they are required to facilitate the provision of the Cloud solution. Contractor is responsible for providing physical and logical security for all Data, infrastructure (e.g. hardware, networking components, physical devices), and software related to the services the Contractor is providing under the Authorized User Agreement. All Data security provisions agreed to by the Authorized User and Contractor within the Authorized User Agreement may not be diminished for the duration of the Authorized User Agreement. No reduction in these conditions in any fashion may occur at any time without prior written agreement by the parties amending the Authorized User Agreement.

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