Further Definitions and Duties
Further Definitions and Duties Sample Clauses
Related to Further Definitions and Duties
Further Definitions The following terms have the meaning set forth in the Sections set forth below: Action § 4.09 Agreement Preamble Alternative Transaction § 7.05(a) Antitrust Laws § 7.13(a) BCAC Preamble BCAC Board Recitals BCAC Closing Statement § 3.06(b) (a) BCAC Proposals § 7.01(a) BCAC SEC Reports § 5.07(a) BCAC Stockholders’ Meeting § 7.01(a) Blue Sky Laws § 4.05(b) Business Combination Proposal § 7.05(b) Certificate of Merger § 2.02(a) Certificates § 3.02(b) Claims § 6.03 Closing § 2.02(b) Closing Date § 2.02(b) CMS § 4.25(a) Code § 3.02(b) Company Preamble Company Board Recitals Company Disclosure Schedule Article IV Company Permits § 4.06 Company Share Awards § 4.03(a) Company Stockholder Approval § 4.18 Confidentiality Agreement § 7.04(b) Continuing Employees § 7.06(c) Contribution § 4.13(e) Data Security Requirements § 4.13(g) DGCL Recitals Dissenting Shares § 3.05(a) Effective Time § 2.02(a) Environmental Permits § 4.15 Equity Plan § 7.06(a) Equity Purchase Agreement Recitals ERISA § 4.10(a) ERISA Affiliate § 4.10(b) Estimated Closing Statement § 3.06(a) Exchange Act § 4.21 Exchange Agent § 3.02(a) Exchange Fund § 3.02(a) Exchanged Option § 3.01(d) Financial Statements § 4.07(b) GAAP § 4.07(a) (a) Initial Post-Closing BCAC Directors § 2.05(b) Insurance Policies § 4.17(a) IRS § 4.10(a) Intended Tax Treatment Recitals Ladenburg § 5.12 Lease § 4.12(b) Lease Documents § 4.12(b) Letter of Transmittal § 3.02(b) Lincoln Park Recitals Material Contracts § 4.16(a) Merger Recitals Merger Sub Preamble Merger Sub Board Recitals Merger Sub Common Stock § 5.03(b) OIG § 4.25(a) Outside Date § 9.01(b) Outstanding BCAC Transaction Expenses § 3.04(b) Outstanding Company Transaction Expenses § 3.04(a) PCAOB Financial Statements § 7.14 Per Share Merger Consideration § 3.01(a) Plans § 4.10(a) Prior Financial Statements § 4.07(a) Private Placements Recitals Proxy Statement § 7.01(a) Registration Rights and Lock-Up Agreement Recitals Registration Statement § 7.01(a) Remedies Exceptions § 4.04 Representatives § 7.04(a) SEC § 5.07(a) Securities Act § 5.07(a) Stockholder Support Agreement Recitals Subscription Agreement Recitals Surviving Corporation § 2.01 Tax § 4.14(v) Tax Return § 4.14(v) Terminating BCAC Breach § 9.01(g) Terminating Company Breach § 9.01(f) Top Supplier § 4.22(a) Transfer Agent Cancellation § 3.02(b) Trust Account § 5.13 Trust Agreement § 5.13 Trust Fund § 5.13 Trustee § 5.13 Unaudited Balance Sheets § 4.07(b) WARN Act § 4.11(c) Written Consent § 7.03
Positions and Duties As of the Effective Date, the Executive will continue to serve as Chief Executive Officer of the Company. The Executive will render such business and professional services in the performance of his duties, consistent with the Executive’s position within the Company, as will reasonably be assigned to him by the Company’s Board of Directors (the “Board”).
Other Definitions Term Defined in Section
Term and Duties (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.
Definitions and References Capitalized terms not otherwise defined herein have the meanings assigned in the Credit Agreement. All references to the Credit Agreement contained in the Collateral Documents and the other Loan Documents, as amended or amended and restated, shall, upon the execution of this Amendment, mean the Credit Agreement as amended by this Amendment.
General Definitions 1. For the purposes of this Agreement, unless the context otherwise requires:
Basic Lease Provisions and Definitions In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease should have only the meanings set forth in this Preamble, unless such meanings are expressly modified, limited or expanded elsewhere herein.
UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.
Definitions and Scope 1.1 Employees shall have the right to present grievances in accordance with the procedures prescribed in this Article. 1.2 For purposes of this Agreement, a grievance is a dispute concerning the interpretation or application of the terms or provisions of this Agreement. It is intended that this shall not mean administrative matters under the Retirement System and the Group Health Insurance Program.
Other Definitional Provisions and Rules of Construction A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.
