of Company. The Board believes it is imperative to diminish the inevitable distraction of Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage Employee's full attention and dedication to Company currently and in the event of any threatened or pending Change of Control, and to provide Employee with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of Employee will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused Company to enter into this Agreement.
of Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
of Company. During the term of this Agreement Executive shall devote substantially all of his time, attention, and best efforts to the business of Company and its subsidiaries. Executive shall perform such duties and shall exercise such power and authority as delegated by the Board from time to time provided that such duties are commensurate with the positions of Chairman of the Board and Chief Executive Officer. Executive may engage in other non-business activities such as charitable, educational, religious and similar types of activities so long as such activities do not prevent the performance of Executive's duties herein or conflict in any material way with the business of Company. Notwithstanding the above, Executive shall be permitted to serve as a Director or Trustee of other organizations, in accordance with the policies of Company.
of Company. COMPANY represents and warrants to BUYER as follows:
of Company. The Company agrees that so long as there remains any obligation of Company or any Company Subsidiary to be paid or performed hereunder or under any Note, Company shall:
of Company. The Company agrees that so long as there remains any obligation of Company or any Company Subsidiary to be paid or performed hereunder or under any Note, Company shall not, either directly or indirectly, without the prior written consent of Bank:
of Company. So long as any of the Amended Notes are outstanding, the Company shall promptly notify the Lender of the occurrence of any Event of Default (as defined in the Amended Notes) or any Forbearance Termination Event.
of Company. Buyer desires to purchase all of the Membership Interests from Members, and Members desire to sell all of the outstanding Membership Interests to Buyer, on the terms and conditions hereinafter set forth.
of Company. The Seller Shares represent approximately 35% of the issued and outstanding capital stock of the Company.
of Company. Inasmuch as the minimum payments to be provided for in the power contract or contracts hereinafter referred to and the commitments of the Company to take and/or pay for the electric power and energy to be furnished to the Company by the District are predicated on the Company's expectation of selling or distributing the full electric power and energy requirements of its customers within the territory allocated to Company in Paragraphs 1 and 2, Section C of this Article II, and within that certain territory described in Paragraph 2 (b), Section B of this Article II, of selling or distributing the full power and energy requirements of the customers or for the types 7 Article II - Section A of load which are allocated to the Company in Paragraph 3 of Section C of this Article II, and inasmuch as the Company could not reasonably commit itself to pay such minimum payments nor to take and/or pay for such electric power and energy from the District in the event the District should directly or indirectly supply such electric power and energy, except through the Company; therefore, it is agreed that except through the Company the District will not sell, donate or deliver any power and energy, purchased, produced, or otherwise acquired by the District, for use within the territory allocated to Company in said Paragraphs I and 2, Section C of this Article II, nor will it sell, donate or deliver such power and energy for sale or use to or by customers or for types of load allocated to the Company in said Paragraph 3; therefore, in the event the District shall, except through the Company, sell, donate or deliver such electric power and energy to any customer within the territory allocated to Company in Paragraphs 1 and 2 of Section C of this Article II, or within that certain territory described in Paragraph 2 (b), Section B of this Article II, to any customer or for any type of load allocated to the Company in said Paragraph 3, or sell, donate or deliver such electric power and energy to others which shall be distributed and/or ultimately consumed within such territory or to or by such customers or types of load, then such sale, donation or delivery shall be in violation of this Agreement.
