MANDATORY PORTABILITY AGREEMENT Sample Clauses

MANDATORY PORTABILITY AGREEMENT. Effective as of the Participation Commencement Date, Lucent shall designate Agere as, and Agere shall become, an Interchange Company under the MPA, with all the applicable rights and obligations of such an Interchange Company. Each Agere Entity that is an Interchange Company as of the date of this Agreement shall continue as such. Effective as of any date on or after the Participation Commencement Date, any other Agere Entity that becomes a Participating Company in the Lucent Pension Plans pursuant to Section 2.2 may at its request and with the consent of Lucent (which shall not be unreasonably withheld), become an Interchange Company. Effective Immediately after the Distribution Date, the Agere Pension Plans shall be "Interchange Company Pension Plans" under, and subject to the terms of, the MPA.
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MANDATORY PORTABILITY AGREEMENT. Effective as of the Participation Commencement Date, AT&T shall designate Lucent as, and Lucent shall become, an Interchange Company under the MPA, with all the applicable rights and obligations of such an Interchange Company. Each Lucent Entity that is an Interchange Company as of the date of this Agreement shall continue as such. Effective as of any date on or after the Participation Commencement Date, any other Lucent Entity that becomes a Participating Company in the AT&T Pension Plans pursuant to Section 2.2 may, at its request and with the consent of AT&T (which shall not be unreasonably withheld), become an Interchange Company. Effective Immediately after the Distribution Date, the Lucent Pension Plans shall be "Interchange Company Pension Plans" under, and subject to the terms of, the MPA. AT&T shall use its reasonable best efforts to seek an amendment of the MPA to allow Lucent to become a "Tier II Signatory Company" under the MPA with the same rights and obligations as have been granted to AirTouch International, Inc. as a Tier II Signatory Company. Lucent shall take any and all action, including any action reasonably requested by AT&T, to become a Tier II Signatory Company under the MPA. During the applicable Transition Periods, neither AT&T nor Lucent shall permit any Transition Individual covered by the Interchange Agreements described above to waive portability under the MPA with respect to movement as a Transition Individual.
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MANDATORY PORTABILITY AGREEMENT. Prior to the Distribution Date, Lucent shall designate Avaya as, and Avaya shall become, an Interchange Company under the MPA, with all the applicable rights and obligations of such an Interchange Company. Each Avaya Entity that is an Interchange Company as of the date of this Agreement shall continue as such. Effective as of any date on or after the Distribution Date, any other Avaya Entity that becomes a
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MANDATORY PORTABILITY AGREEMENT. A Participant (i) who is employed by an “Interchange Company,” as that term is defined under the MPA, subsequent to retirement or termination of employment from the Company, its subsidiaries or any Affiliated Corporation, (ii) who is covered under the terms and conditions of the MPA, and (iii) for whom assets and liabilities are transferred from the Retirement Income Plan or the Pension Plan, shall forfeit his rights to a benefit under the Plan, including the rights of the Participant’s Surviving Spouse and beneficiaries to a benefit under this Plan.
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Related to MANDATORY PORTABILITY AGREEMENT

  • Amendments of the Agreement This Agreement may be amended by a writing signed by both parties hereto, provided that no material amendment to this Agreement shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of Xxxxx Xxxxx or the Trust cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required by the Investment Company Act of 1940, by vote of a majority of the outstanding voting securities of the Fund.

  • Amendments to this Subadvisory Agreement This Subadvisory Agreement may be amended by mutual agreement in writing, subject to approval by the Board of Trustees of the Trust and the Fund’s shareholders to the extent required by the Act.

  • Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order 7.1. The Board of Trustees of the Fund (the “Board”) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.

  • Amendments to this Sub-Advisory Agreement This Sub-Advisory Agreement may be amended only by a written instrument approved in writing by all parties hereto.

  • Continuing Provisions of the Agreement Except as otherwise specifically set forth in this Amendment, all other terms of the Agreement shall remain unchanged and continue in full force and effect.

  • Amendments and Supplements to Permitted Section 5(d) Communications If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

  • Side Letter The letter from the Borrower to the Agent dated July 17, 2000 that was executed in connection with the Second Amendment shall remain in full force and effect and shall be a Loan Document.

  • Application of Takeover Protections; Rights Agreement The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

  • Term of the Agreement; Taking Effect; Amendments This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person at a mxxxxxx calxxx for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

  • Continuing Agreement (a) This Agreement shall remain in full force and effect until the Facility Termination Date, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination.

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