Management of Buyer Sample Clauses

Management of Buyer. In the event that either: (1) Buyer or InPhonic terminates (A) both Principal Employees or (B) *** of the key employees set forth in Schedule 5.17 (“Key Employees”) for other than cause (as such term may be defined under an applicable employment agreement) during the period from the Closing Date to the end of the Second Measuring Period (other than because of prorata reductions in force throughout Buyer ’s employees or as otherwise provided in this paragraph) or (2) Buyer or InPhonic does not operate Buyer as an independent division, in a manner consistent with other divisions, operating within the InPhonic group of companies or fails to provide such division the resources reasonably necessary for the operation of the Business as presently conducted as of the Closing Date, then upon either (1) or (2) of this Section 5.17 occurring, *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Seller shall be entitled to receive from Buyer up to the amount of the Earn Out Payments as set forth in Section 2.6(b)(i) and Section 2.6(b)(ii) that Seller has not yet been paid and which Seller might have become eligible to receive during an unexpired measuring period (the “Acceleration Payment”). By way of example, if either of (1) or (2) occurs during the Second Measuring Period, and Seller did not receive any Earn Out Payments during the First Measuring Period, then Seller would only be entitled to receive the Earn Out Payments for the Second Measuring Period (not those Seller did not achieve in the First Measuring Period) and only to the extent that the Earn Out Payments during the Second Measuring Period have not yet been paid by Buyer to Seller under the terms of Section 2.6. The Parties agree that the Acceleration Payment that Seller may receive under this Section 5.17 shall not under any circumstances result in Seller receiving payments in excess of the aggregate of the Earn Out Payments under Section 2.6(a). For purposes of (1)(B) above, InPhonic or Buyer shall have the option to seek to replace *** of the Key Employees who are terminated other than for cause (not Principal Employees who are also Key Employees) with employees or consultants possessing equivalent experience and expertise in a reasonable period of time, and upon finding such replacement(s) such event would not be deemed to trigger the Acceleration Payment. Buyer’s obligation to deliver the Acceleration Payment under (1) above expressly will n...
Sample 1
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Management of Buyer. Xxxxxxx shall, during the Earnout Periods and while employed by Buyer, be entitled to manage the business of the Buyer, including, determining Buyer’s employee compensation increases and bonuses; provided, however, that such compensation increases and bonuses shall be consistent with the Seller’s prior business practices and the Buyer’s current business practices. Notwithstanding the immediately preceding sentence, changes to Xxxxxxx’ personal compensation shall require the prior written consent of Buyer.
Sample 1
Management of Buyer. (a) The operational aspects of the business of Buyer shall be conducted in all material respects, taken as a whole, as Seller conducted the operational aspects of the Business prior to the Closing Date; provided, however, that Buyer (i) may implement the Buyer Benefit Package and (ii) may alter the operational aspects of the business of Buyer if, in the reasonable view of the board of directors of Buyer, operational aspects require revision in order to operate such business in compliance with law. Notwithstanding clause (i) of the preceding sentence, if the marginal expenses of the Buyer Benefit Package (i.e., expenses in excess of such category of expenses that would have been incurred by the Business without implementation of the Buyer Benefit Package) exceed $500,000 in any calendar year, Sellers shall have the right consider such expenses a "Disputed Management Matter" (as defined in the next section) if such expenses are unreasonable in light of the revenues being generated by the Business in the applicable year.
Sample 1
Management of Buyer. The following provisions shall govern the operations of Buyer during the period commencing on the Closing Date through the Earnout Payment Period.
Sample 1
Management of Buyer. For the duration of the Measurement Period, the Board of Directors of Buyer shall be comprised of five (5) individuals, comprised of three (3) individuals designated by Parent (the “Parent Designees”), one (1) individual designated by Seller (the “Seller Designee”) and one (1) individual who shall be the President of Buyer. The President of Buyer shall be selected by the Parent Designees, subject to the reasonable approval of the Seller Designee. The President of Buyer may be removed at any time for any reason by the Parent Designees. Parent may, in its sole discretion, cause the Board of Directors of Buyer to be increased to seven (7) individuals. Parent shall have the right to designate the additional two (2) individuals to the Board of Directors.
Sample 1
Management of Buyer 
Sample 1

Related to Management of Buyer

  • Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.

  • Organization of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Buyer Buyer represents and warrants to Seller as follows:

  • Capitalization of Buyer (i) As of March 31, 2012, the authorized capital stock of Buyer consisted of 50,000,000 common shares, $2.0833 par value per share, of which 26,627,689 common shares were issued and outstanding and 6,159 common shares were held in treasury by Buyer, and 1,000,000 preferred shares, no par value per share, of which no shares were outstanding. The outstanding Buyer Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. As of March 31, 2012, 406,443 Buyer Shares were reserved for issuance upon the exercise of outstanding stock options granted under Buyer’s stock option plans (the “Buyer Stock Option Plans”) and 806,437 Buyer Shares were available for future grants of stock options under the Buyer Stock Option Plans. As of the date of this Agreement, except for the Buyer Shares issuable pursuant to this Agreement and as disclosed in Section 4.01(c) of the Buyer Disclosure Schedule, Buyer has no other commitment or obligation to issue, deliver or sell, or cause to be issued, delivered or sold, any Buyer Shares. There are no bonds, debentures, notes or other indebtedness of Buyer, and no securities or other instruments or obligations of Buyer the value of which is in any way based upon or derived from any capital or voting stock of Buyer, having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Buyer may vote. WesBanco, Inc. Capital Trust II, WesBanco, Inc. Capital Statutory Trust III, WesBanco, Inc. Capital Trust IV, WesBanco, Inc. Capital Trust V and WesBanco, Inc. Capital Trust VI and Oak Hill Capital Trusts 2, 3 and 4 are all wholly-owned trust subsidiaries of Buyer formed for the purpose of issuing “trust preferred securities.” The proceeds from the sale of the securities and the issuance of common stock by the trusts were invested in Junior Subordinated Deferrable Interest Debentures (the “Junior Subordinated Debt”) issued by Buyer and the formerly acquired Oak Hill Financial, Inc., which are the sole assets of the trusts. The Junior Subordinated Debt (i) is not convertible into Buyer Shares, (ii) carries no voting rights with respect to any Buyer Shares, and (iii) contains no dividend limitation provisions upon Buyer Shares except in the event of default in the payments due therein. Except as set forth above, as of the date of this Agreement, there are no material contracts, agreements, commitments or arrangements of any kind to which Buyer is a party or by which Buyer is bound (collectively, “Buyer Contracts”) obligating Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, Buyer. As of the date of this Agreement, there are no outstanding material contractual obligations of Buyer to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, Buyer.

  • Buyers 3.1 The Buyer Parent has incorporated or shall incorporate wholly-owned single purpose Xxxxxxxx Islands entities to be the Buyers of the Rigs and will nominate one such Buyer for each Rig.

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Status of Buyer Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act.

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Independent Nature of Buyers’ Obligations and Rights The obligations of each Buyer under the Transaction Documents are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively and not between and among the Buyers.

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