If Messrs Sample Clauses

If Messrs. Walkxx xxx Lernxx xxxee upon the individuals to become (or remain) members of the Board of Directors of Parent after the Effective Time, their agreed upon nominees shall make up such Board of Directors. If Messrs. Walkxx xxx Lernxx xxx unable to agree, then Mr. Xxxxxx xxxll propose five nominees, which nominees shall be reasonably acceptable to the Company and Mr. Xxxxxx xxxll propose four nominees, which nominees shall be reasonably acceptable to Parent and such nine nominees shall make up such Board of Directors. Selection of the post-Effective Time Board of Directors shall be completed no later than 30 days prior to the earlier of the Company Shareholder Meeting and the Parent Shareholder Meeting.
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If Messrs. Wardle and Butera's xxxxxnxx xxxership of the then outstanding stock xx xxe Acqxxxxx xxlls below twenty-five percent (25%) but remains above ten percent (10%), then Mssrs. Wardle and Butera shall forfeit the right to appoint the Wardle Boarx Xxxx, Butxxx Xxard Seat, two of the three Wardle/Butera Xxxxx Seats and thx Xxxxth Wardle/Butera Board Seat (ix xxxx xxxxx has vested; if the right has xxx xexxxx, Messrs. Wardle and Butera shall lose the right to appoint when that right woxxx xxst). Xxxx xrovision shall not prevent Mssrs. Wardle and Butera from appointing either Mr. Wardle or Mr. Butera to xxxx the sxxxxx of the two Wardle/Butera Xxxxx Xxxts.
Sample 1
If Messrs. Wardle and Butera's xxxxxxex xxxxrship of the then outstanding stock xx xxe Acqxxxxx xxlls below ten percent (10%), then Mssrs. Wardle and Butera shall forfeit the right to appoint the Wardle Boarx Xxxx, Butxxx Xxard Seat, the Wardle/Butera Board Seats xxx xxe Fourth Wardxx/Xxxera Board Seat (ix xxxx xxxxx has vested; if the right has xxx xexxxx, Messrs. Wardle and Butera shall lose the right to appoint when that right woxxx xxst).
Sample 1
If Messrs. Walker and Mickelson resolve the disagreement during the Ixxxxxx Discxxxxxx Xxriod, Purchaser and Seller will cause them to issue joint instructions setting forth such resolution, and Seller and Purchaser shall take such actions (which may include the payment by Purchaser of (if Purchaser has not made any escrow deposit), the execution of joint instructions for disbursement by the Escrow Agent of (if Purchaser has made an escrow deposit), and/or the retention by Purchaser or the Escrow Agent of, all or a portion of any Target Amount or the undertaking of remedial measures by Seller or Purchaser) as may be set forth therein. In the event that Messrs. Walker and Mickelson fail to resolve the disagreement during the Initxxx Xxxxxssion Period, Seller shall cause Mr. Ned Barnholt, and Purchaser shall cause Mr. John Whybrxx, xx xxxxxxx the matter in good faith and xxxxxxx xx resolve the matter within 10 Business Days following the expiration of the Initial Discussion Period (such period, the "Executive Discussion Period").
Sample 1
If Messrs. Barnholt and Whybrow resolve the disagreement during the Exxxxxxxx Discussion Period, Purchaser and Seller will cause them to issue joint instructions setting forth such resolution, and Seller and Purchaser shall take such actions (which may include the payment by Purchaser of (if Purchaser has not made any escrow deposit), the execution of joint instructions for disbursement by the Escrow Agent of (if Purchaser has made an escrow deposit), and/or the retention by Purchaser or the Escrow Agent of, all or a portion of any Target Amount or the undertaking of remedial measures by Seller or Purchaser) as may be set forth therein. In the event that Messrs. Barnholt and Whybrow fail to resolve the disagreement durixx xxx Xxecutive Discussion Period, such dispute shall be resolved by an independent arbitrator with technical expertise in business operations and information technology systems (the "Arbitrator") in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"); provided, that if the parties cannot agree to an arbitrator, one will be appointed by the AAA; provided, further, that the Arbitrator, once selected, shall serve as Arbitrator for all subsequent disagreements and disputes to be arbitrated pursuant to this Section 3.6. Any such arbitration shall be conducted in New York, New York, such proceedings shall be in English, and any such arbitration shall be administered by the AAA in accordance with its Commercial Arbitration Rules and Title 9 of the United States Code. The Arbitrator shall be instructed to act promptly to resolve any dispute in accordance with the terms of this Agreement, it being understood that the sole issues for the Arbitrator shall be (i) whether the Target in question was satisfied as of the date in question and (ii) if so, what amount(s), if any, are payable to Seller. The Arbitrator shall issue its written decision promptly, and the Arbitrator's decision shall be final, binding and conclusive on both Purchaser and Seller. Purchaser and Seller shall cooperate with the Arbitrator in connection with this Section 3.6 (b)(iii). Without limiting the generality of the foregoing, Purchaser and Seller shall each provide, or cause to be provided, to the Arbitrator all information, and to make available at the arbitration proceeding all personnel, as the Arbitrator shall determine are reasonably necessary to resolve any disputes pursuant to this Section 3.6 (b)(iii). The expenses of the Arbitrator...
Sample 1

Related to If Messrs

  • 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.

  • Employee Called as a Witness Upon reasonable notification, the Employer will grant leave with pay to a witness called by an employee who is a party to the grievance.

  • Name of Xxxxx(s) The named person's role in the firm, and

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • WHXXXXX the Fund is registered with the Securities and Exchange Commission ("SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and

  • Xxxx Xxxxxxxxx Secondary Contact Title 3 Secondary Contact Email Secondary Contact Phone 5 Secondary Contact Fax Secondary Contact Mobile 1 Administration Fee Contact Name 8 Administration Fee Contact Email 1 Administration Fee Contact Phone 2 0

  • 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.

  • Xxxxxx Xxxxxxxxxx Name: D. Xxxxxx Xxxxxxxxxx Title: President and CEO

  • Xxxxxx Xxxxxxxxx Purchase Order and Sales Contact Email 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 6 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

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