Post-Employment Call Right Sample Clauses

Post-Employment Call Right. If, following any termination of employment, the Purchaser commits any breach of any post-termination non-competition, non-solicitation, confidentially, or other similar agreement or covenant with the Company (as determined by the Board in its sole discretion), then the Company shall have the right to repurchase all or any portion of the Shares then held by the Participant, and shall have 90 days from the date the Company becomes aware of such breach during which to give notice in writing to the Purchaser (or the Purchaser’s estate) of its election to exercise or not to exercise such right, in whole or in part. Subject to Section 6(c), the aggregate purchase price for the Shares purchased pursuant to the Post-Employment Call Right shall equal the lower of their aggregate Purchase Price and their aggregate Fair Market Value as of the first date of such breach. If the Company fails to give notice that it intends to exercise such right within the period specified or the Company gives notice that it does not intend to exercise such option or that it intends to exercise such option with respect to only a portion of the Shares subject to, the Purchaser (or the Purchaser’s estate) shall be entitled to retain the Shares which could have been acquired on exercise thereof, subject to all of the provisions of the Agreement (including, but not limited to, the Plan as incorporated by reference herein), the Stockholders Agreement and any other agreement to which such Common Stock is subject. All purchases pursuant to the Post-Employment Call Right by the Company shall be in the manner prescribed by Section 4(d) hereof.
Sample 1
AutoNDA by SimpleDocs

Related to Post-Employment Call Right

  • Subsequent Employment You agree that, while employed by NCR and for 1 year thereafter, you will communicate the contents of this Agreement to any person, firm, association, partnership, corporation or other entity which you intend to become employed by, contract for, associated with or represent, prior to accepting and engaging in such employment, contract, association and/or representation.

  • Post-Employment Benefits A. If Employee's employment is terminated by ARAMARK for any reason other than Cause, Employee shall be entitled to the following post-employment benefits:

  • Post-Agreement Employment In the event the Executive remains in the employ of the Company or any of its Affiliates following termination of this Agreement, by the expiration of the Term or otherwise, then such employment shall be at will.

  • At-Will Employment; Termination The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive.

  • Post-Employment Covenants (a) Executive hereby reaffirms and agrees to abide by all confidentiality and nondisclosure obligations, nonsolicitation obligations, noncompetition obligations and any other post-employment obligations to which Executive is subject under any contract or agreement between Executive and the Company as well as the Illinois Trade Secrets Act, any other Illinois statute and Illinois common law.

  • Prior Employment Agreement Effective as of the Agreement Date, this Agreement supersedes any prior employment agreement between the Employee and the Company.

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

  • Post-Employment Activities 6.1 During the term of employment hereunder, and for a period of one year after termination of employment, regardless of the reason for such termination other than by the Corporation or Partnership without Cause or by the Executive for Good Reason, the Executive shall not directly or indirectly become employed by, act as a consultant to, or otherwise render any services to any person, corporation, partnership or other entity which is engaged in, or about to become engaged in, the retail shopping center business or any other business which is competitive with the business of the Corporation, the Partnership or any of their subsidiaries nor shall Executive use Executive's talents to make any such business competitive with the business of the Corporation, the Partnership or any of their subsidiaries. For the purpose of this Section, a retail shopping center business or other business shall be deemed to be competitive if it involves the ownership, operation, leasing or management of any retail shopping centers which draw from the same related trade area, which is deemed to be within a radius of 10 miles from the location of (a) any then existing shopping centers of the Corporation, the Partnership or any of their subsidiaries or (b) any proposed centers for which the site is owned or under contract, is under construction or is actively being negotiated. The Executive shall be deemed to be directly or indirectly engaged in a business if Executive participates therein as a director, officer, stockholder, employee, agent, consultant, manager, salesman, partner or individual proprietor, or as an investor who has made advances or loans, contributions to capital or expenditures for the purchase of stock, or in any capacity or manner whatsoever; provided, however, that the foregoing shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the investment is so made is listed on a national securities exchange or is issued by a company registered under Section 12(g) of the Securities Exchange Act of 1934, so long as such investment holdings do not, in the aggregate, constitute more than 1% of the voting stock of any company's securities.

  • Death After Termination of Employment But Before Benefit Payments Commence If the Executive is entitled to benefit payments under this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the benefit payments to the Executive's beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive's death.

  • OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibits B and C, shall survive the termination of employment and the termination of this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!