POM AUTONOMY Clause Samples

POM AUTONOMY. The Purchaser guarantees that the Company will continue to be managed as an independent and autonomous profit center within the Purchaser’s governing structure during the Earn-out Period (such Earn-out Period including the applicable extensions of the Earn-out Period as set forth in Section 2.2.4) in order to assure the Sellers’ ability to achieve the Milestones, according to the following principles: (a) If the Purchaser adopts a decision which is not in the ordinary course of business as heretofore conducted, which may materially impact the ability to achieve any of the Milestones, and such decision was not approved by the then active POM Founders within four (4) weeks after having been notified in writing by the Purchaser of such proposal, in accordance with Section 16.14, then such decision shall constitute a material breach of this Agreement and shall thus result in the Earn-out Amount becoming immediately due and payable in accordance with Section 2.2.4 above, it being understood that the Purchaser may, in any case, proceed with such decision. (b) The Purchaser shall not operate the business of the Company out of the business plan and the Budget without the prior written consent of the then active POM Founders and shall refrain from anything which may materially affect the Sellers’ ability to achieve the Milestones. The Budget may be amended only in accordance with Section 5. (c) Without prejudice to the foregoing, the Purchaser undertakes to and procures that it shall act in good faith, so that the Sellers shall not be prevented from maximizing the Earn-out Amount. As such, the Purchaser undertakes that it will not take or omit to take any action which could reasonably be interpreted as calculated or intended to adversely affect the Earn-out Amount. (d) Notwithstanding the provisions of Section 5, the POM Founders shall have the autonomy to (a) move laboratory of the Company to another facility, and (b) amend the Budget items related to the Milestones, such that the POM Founders may allocate up to five percent (5%) of each of the Budget’s Milestone related items to another Milestone, and (c) amend the Budget such that the POM Founders may allocate up to ten percent (10%) of any Budget item of a Milestone to one or more other Budget items of such Milestone. For clarity, the Milestones’ related Budget items shall include, without limitation: (i) salaries, (ii) rent & utilities, (iii) operating material, or (iv) upscaling equipment. (e) For the avoidan...
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Related to POM AUTONOMY

  • Autonomy Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

  • PROFESSIONAL AUTONOMY Teachers shall, within the bounds of the prescribed curriculum, and consistent with effective educational practice, have individual professional autonomy in determining the methods of instruction, and the planning and presentation of course materials in the classes of pupils to which they are assigned.

  • Training and Promotion a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job classification involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs, i.e., apprenticeship, and on-the-job training programs for the geographical area of contract performance. In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a). c. The contractor will advise employees and applicants for employment of available training programs and entrance requirements for each. d. The contractor will periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion.

  • Advertising and Marketing The Parties agree not to use the name of the other Party or make any reference to the other Party without the prior written consent of the other Party (which may be via email) in any advertising or marketing materials. Any proposed use of the name of a Party must be submitted in writing for agreement and prior approval. The Parties may elect to collaborate to prepare pre-approved marketing for the Aggregator or for the Competitive Supplier to utilize during the Term of this ESA without approval for each usage.

  • Training and Orientation (a) No employee shall be required to work on any job or operate any piece of equipment until they have received proper training and instruction. (b) The Employer shall provide sufficient and adequate training and/or orientation to any employee working in a new or unfamiliar work area or position.