Rotation of Shifts Employees required to work rotating shifts (day, evening and night duty) shall be scheduled in such a way as to, as equitably as possible, assign the rotation equally. This does not preclude an Employee from being continuously assigned to an evening or night shift at the Employee’s request where such continuing assignment is acceptable to the Employer.
RESERVATION OF STOCK, ETC ISSUABLE ON EXERCISE OF WARRANT; FINANCIAL STATEMENTS. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof to receive copies of all financial and other information distributed or required to be distributed to the holders of the Company's Common Stock.
Evaluation of Students Acknowledging the District’s adopted grading system, the teacher shall maintain the right and responsibility to determine grades and other evaluation of a student. No grade or evaluation shall be changed except by the teacher with the approval of the building administrator.
Operation of Business (a) Except as expressly contemplated by this Agreement or consented to by the Buyer in writing (which consent will not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Closing or the earlier termination of this Agreement in accordance with Article XI hereof (the “Pre-Closing Period”), the Company shall, and shall cause each Consolidated Subsidiary to, conduct its operations only in the Ordinary Course of Business and in compliance with all applicable Laws and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, vendors and independent contractors and consultants. Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement, during the Pre-Closing Period the Company shall not, and shall cause each Consolidated Subsidiary not to, without the written consent of the Buyer (which consent will not be unreasonably withheld, conditioned or delayed):
(i) issue or sell any stock or other securities of the Company or any Consolidated Subsidiary or any options, warrants or rights to acquire any such stock or other securities;
(ii) split, combine or reclassify any shares of its capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock;
(iii) create, incur or assume any Indebtedness in excess of $*** per occurrence or $*** in the aggregate, except accounts payable arising in the Ordinary Course of Business; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business;
(iv) except as required to comply with applicable Law or agreements, plans or arrangements existing on the date of this Agreement and listed in the Disclosure Schedule (A) take any action with respect to, adopt, enter into, terminate or amend any Employee Benefit Plan or any collective bargaining agreement (other than matters with respect to lxxxxxxxx unions in Canada, following consultation with Buyer) (B) increase the compensation or benefits of, or pay or promise any bonus to, any director or officer, or materially modify their terms of employment or engagement, (C) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, including any outstanding equity compensation, except in the Ordinary Course of Business, (D) hire any new officers or (except in the Ordinary Course of Business) any new employees, (E) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of performance units or the removal of existing restrictions in any benefit plans or agreements or awards made thereunder, or (F) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or benefit plan; *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
(v) acquire, sell, lease, license or dispose of any material assets or property (including any shares or other equity interests in or securities of any Consolidated Subsidiary or any other corporation, partnership, association or other business organization or division thereof), other than (A) acquisition of capital assets permitted by subsection (xii) below, and (B) sales of obsolete or worn-out inventory or assets in the Ordinary Course of Business and having a fair market value of not more than $*** in the aggregate;
(vi) mortgage or pledge any of its property or assets or subject any such property or assets to any Lien (other than Permitted Encumbrances);
(vii) amend its charter, bylaws, certificate of formation, limited liability company agreement or other organizational documents;
(viii) change the flag or registry of a Vessel;
(ix) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP;
(x) make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, settle or compromise any Tax Liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other similar action relating to the filing of any Tax Return or the payment of any Tax;
(xi) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 5.17 of the Disclosure Schedule, except in the Ordinary Course of Business, provided, for avoidance of doubt, amendments, modifications and termination of ocean service contracts with customers shall be deemed to be in the Ordinary Course of Business;
(xii) make or commit to make any capital expenditures in an aggregate amount exceeding by more than *** the year-to-date budgeted expenditures set forth on Schedule 6.3(a)(xii);
(xiii) institute or settle any material Legal Proceeding, except in the Ordinary Course of Business, provided for avoidance of doubt, settlements of cargo damage and loss claims by customers and claims of salvors or declaration and settlement of any general average shall be deemed in the Ordinary Course of Business; or
(xiv) agree in writing or otherwise to take any of the foregoing actions. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
(b) Notwithstanding anything to the contrary herein, certain business conducted by the Company and Consolidated Subsidiaries may be in competition with business conducted by one or more subsidiaries of Buyer (such businesses referred to herein as the “Competing Trades”). Nothing in this Agreement is intended to restrict the Company, the Consolidated Subsidiaries or the Buyer and its subsidiaries from continuing to engage in business in competition with each other.
Location of Services Subcontractor will provide the Services at the following address(es): _________________________________________________________________________________________________________________________________________________________.
REDUCTION OF STAFF A. In the event that the Board decides to reduce the number of employees through layoff of employment, or to reduce the number of teachers in a given subject area, field or program, or eliminate or consolidate a position or positions, the Board shall lay off last those teachers with a Michigan Teaching Certificate or appropriate credential having longest service in the District and who are qualified to teach the positions remaining.
1. The phrases "longest service in the District" or "number of years in the system" shall be computed from the last day of hire and shall not be interrupted by leaves of absence approved by the Board or transfer to administrative positions, subject, however, to Paragraph H(4).
2. Qualified teachers are those teachers who meet the minimum requirements under ESEA/NCLB and the Michigan Department of Education.
3. In cases where teachers are equally qualified and have the same number of years in the system, the Board shall have the right to determine who is laid off, provided, however, such action shall not be contrary to the priorities established under the Teachers' Tenure Act or its successor law.
4. The Board shall give twenty-one (21) or more calendar days' notice of such layoff to the Association and to the employees involved.
B. A teacher laid off pursuant to this Article shall not be entitled to pay for fringe benefits while on layoff, it being understood that layoff will terminate individual contracts. A teacher that has taught the full school year and is laid off at the end of the year will continue to be covered by health, vision, and dental insurance for the months of June, July and August as per Article 15(E).
C. The Board shall have no obligation to recall any nontenure teacher laid off pursuant to this Article or to recall any tenured teacher who has been laid off for three (3) or more years.
D. Tenure teachers shall be recalled in the opposite manner as described in Paragraph A for layoff.
E. The Board shall give written notice of recall from layoff by sending a registered or certified letter to said teacher at his/her last known address. It shall be the responsibility of the teacher to notify the Board of any change in address. The teacher's address, as it appears in the Board's records, shall be conclusive when used in connection with layoffs, recall, or any other notice to the teacher. If a teacher fails to provide notice of intent to return within five (5) days from the date of receipt of the written recall document, said teacher shall be considered a voluntary quit or resignation. If a teacher fails to report for work within five (5) days of receipt of notification to report to work, unless an extension is granted in writing by the Board, said teacher shall be considered a voluntary quit and shall thereby completely terminate the individual employment contract and any other employment relationship with the Board.
F. In the event of a necessary reduction in staff, the Board agrees to grant requests for voluntary leaves of absence provided that the teaching position(s) or the leave applicant(s) can be filled by another bargaining unit member. Such leave of absence shall not exceed one (1) school year.
G. The Board shall publish a seniority list and distribute it to all teachers by October 15 of each year.
1. Teachers shall be listed in order, starting with the teacher with the longest service in the bargaining unit.
2. The seniority list shall also list the teacher's longevity credit and certification with majors/minors.
H. Seniority shall accrue from the first day of work as a bargaining unit member.
1. A part-time teacher shall accrue seniority on a prorated basis.
2. A teacher in a job-share position, under the terms of Article 18, shall accrue seniority as if employed full time.
3. A teacher on an approved unpaid leave of absence under terms of this Agreement shall not accrue seniority while on leave, except as provided in this Agreement.
4. Administrators shall not accrue seniority while in administrative positions. If a teacher becomes an administrator and later returns to the bargaining unit, he/she shall be reinstated with the seniority he/she had at the time he/she left the bargaining unit.
I. Seniority shall be lost upon severance of the employment relationship between the teacher and the District.
Donation of Sick Leave 8.10.1 On a case-by case basis and with mutual agreement between the Association and the District, any bargaining unit member may donate five (5) days (40 hours) of accumulated sick leave to another bargaining unit member who has suffered a long- term, non-industrial related illness or injury and who will exhaust all fully paid leaves. The employee suffering from such illness or designee must request, in writing, donations of sick leave from bargaining unit members only, through the Personnel Office. Requests shall be made prior to the exhaustion of all fully paid leave. Donation of sick leave will not be retroactive.
8.10.2 The Personnel Office will send out the notification of the request for donations of sick leave. The request will be sent for posting on all CUEA bulletin boards and the CUEA President notified of the request. All donations of sick leave will be voluntary with no personal solicitation of donors allowed. The names of any bargaining unit members donating sick leave under this provision will not be made public.
8.10.3 Only bargaining unit members who have a minimum of fifteen (15) days (120 hours) of accumulated sick leave remaining after donating five (5) days (40 hours) of sick leave under this provision will be permitted to participate in this program. Employees eligible to donate sick leave will do so on a District approved form and must submit that form to the Personnel Office.
8.10.4 The maximum amount of sick leave that may be donated to any one person requesting donations under this provision will be equivalent to sixty (60) days.
8.10.5 Donated sick leave will be utilized for the specified employee in the following manner:
(A) donated sick leave will be assigned a usage number. The first donated sick leave received by the Personnel Office will be the first sick leave used by the beneficiary. As sick leave is used by the unit member requesting it, the leave time will be charge against the unit member donating the sick leave.
(B) if the employee returns to work prior to using all donated days, unused sick leave will be returned to the bargaining unit member donating the sick leave.
8.10.6 Up to an additional twenty (20) days (160 hours) of donated time may be requested in writing to the Assistant Superintendent, Personnel Services by the affected member or his/her immediate family. In this case, Section 8.10.5 procedures will be put into effect.
8.10.7 When all paid leaves of absence have been exhausted, and the unit member is unable to return to work, in lieu of resigning the unit member may elect to do one of the following: take a personal leave without pay pursuant to Section 8.5 or Article VIII for not to exceed the remainder of the school year in which the leave occurs, or retire if eligible pursuant to the provisions of the State retirement system.
Reservation of Stock The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.
Aggregation of Stock All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.
Supervision of Students At least one teacher is to remain with the students after the close of any activity, practice session or game until the last student has left the premises. This rule applies whether the group is at the home school or field or is away.
