Preface 6 Sample Clauses
Preface 6. 1.1 The Predecessor Agreements 6
PREFACE Portland Investment Counsel Inc. (“Portland”) is committed to ensuring and protecting the privacy and confidentiality of its clients’ personal information. This Code describes how we collect, hold, use and when necessary, disclose your personal information. It also summarizes your right to have access to cor- rect the information as necessary. If you have any questions about our privacy code or your personal information, please contact Portland’s Privacy Officer at 000-000-0000, extension 4689 or e-mail your privacy concerns to xxxxxxxxxxxxx@xxxxxxxxxx.xxx.
PREAMBLE The parties agree that this article constitutes the method and procedure for a final and conclusive settlement of any dispute (hereinafter referred to as "the grievance") respecting the interpretation, application, operation or alleged violation of this Collective Agreement, including a question as to whether a matter is arbitrable.
Meaning A modification notice is a notice given by XXX to the parties for the purposes of this contract, which modifies specified provisions of this contract (other than this Schedule 10) by making such modifications as are consequential upon, or necessary to give full effect to, any change to the CVL Network Code.
Introductory Matters A. The above recitals are true and correct and are incorporated herein; and B. The Parties have had the opportunity to obtain legal counsel of their choice; and C. The Parties acknowledge and agree that this settlement is a compromise of D. Except as otherwise provided herein, the 2014 Agreement shall take effect on the effective date and expire on September 30, ten calendar years after the effective date; and E. The 2014 Agreement supersedes and replaces all prior settlement agreements between the Parties and all amendments thereto; and F. Upon the approval of the 2014 Agreement by both the JPFPF and the City (inclusive of City Council and the Mayor), the provisions of the 2014 Agreement shall be incorporated into a consent judgment in the case of Xxxxxxx Xxxx, et al vs. City of Jacksonville, et al., Case No.: 3:13-cv-121-J-34MCR. The Federal court shall retain jurisdiction for the enforcement of the Agreement and the resolution of any disputes arising thereafter. The Parties acknowledge the Court’s power to enforce the 2014 Agreement, and move for the Court to provide an annual review of the Parties’ compliance with the Agreement’s terms. To the extent that the Court declines the annual review obligation, the parties agree to meet and choose a mutually acceptable judge, attorney or special master to serve in this monitoring role; and G. The City of Jacksonville shall withdraw the impasse notices before the Florida Public Employees Relations Commission (PERC) related to past pension negotiations with the Fraternal Order of Police, Lodge 5-30 (Case SM-2012-078) and the Jacksonville Association of Fire Fighters, Local 122 (Case SM-2012-092).
Defined Term Section Company Stockholder Approval Section 4.05(a) Company Stockholders Recitals Company Stockholders’ Meeting Section 6.04(b) Company Tax Opinion Section 7.03(e) Confidentiality Agreement Section 6.05 D&O Insurance Section 6.08(b) DGCL Recitals DOJ Section 6.09(b) DOL Section 4.12(b) DTC Section 3.02(c) Effective Time Section 2.03 ERISA Section 4.12(a) ERISA Affiliate Section 4.12(e) Exchange Agent Section 3.02(a) Exchange Fund Section 3.02(a) Exchange Ratio Section 3.01(b) Foreign Corrupt Practices Act Section 4.24(a) Foreign Plans Section 4.12(a) Form S-4 Section 5.06(b) FTC Section 6.09(b) Indemnified Party Section 6.08(a) Intervening Event Section 6.06(e) IRS Section 4.12(b) Letter of Transmittal Section 3.02(c) Material Contract Section 4.17(a) Maximum Amount Section 6.08(b) Merger Recitals Merger Consideration Recitals Merger Shares Section 3.01(b) Merger Sub Preamble Notice Period Section 6.06(d) OFAC Section 4.24(a) Outside Date Section 8.01(b) Parent Preamble Parent Common Stock Recitals Parent Financial Statements Section 5.03(a) Parent Preferred Shares Section 4.04(a) Parent Tax Opinion Section 7.02(e) PBGC Section 4.12(b) Permits Section 4.07(b) Plan Section 4.12(a) Proxy Statement Section 4.25 Surviving Corporation Recitals Termination Date Section 8.01 Uncertificated Company Shares Section 3.02(c)
Introductory Period Employees will be hired into a six (6) month introductory period for the first six (6) months of continuous employment. An employee will become a regular employee after successful completion of the introductory period. An employee removed from the introductory period will not have recourse to the grievance procedure to contest the removal.
Term Section End Date 9.1(b)(i) Enforceability Exceptions 3.2(a) Equity Commitment Letter 4.6(a) Equity Financing 4.6(a) Expense Reimbursement 9.3(c) Fairfax . Recitals Financing Commitment Letters 4.6(a) FSC Certification 3.15(a) Guaranteed Obligations 10.11(a) Guarantors 10.11(a) Leased Real Properties 3.14(a) Material Customer 3.23(a)(viii) Material Supplier 3.23(a)(viii) Merger Recitals Merger Amounts 4.6(a) Merger Consideration Recitals Merger Sub Preamble New Benefit Plans 6.3(b) No-Action Letter 1.1 Non-Recourse Party 10.15 Non-U.S. Company Plan 3.20(a) Owned Real Property 3.14(b) Parent Preamble Parent Parties Preamble Parent Related Parties 9.3(f)(i) Parent Termination Fee 9.3(d) Parties Preamble Party Preamble Paying Agent 2.8(a) Payment Fund 2.8(a) Payroll Agents 2.10(f) Premium Cap 6.2(c) Proxy Statement 3.9 Real Property Leases 3.14(a) Registered Intellectual Property 3.17(a) Representatives 7.6(a) Section 409A 2.10(f) SFI Certification 3.15(a) Solvent 4.7 Substitute Debt Financing 7.3(b) Surviving Corporation 2.1 Upfront Per Share Merger Consideration Recitals U.S. Company Plan 3.20(a) Vice President/General Manager Level 5.1(i) Voting and Support Agreement Recitals WARN 3.21(e) Water Rights 3.15(a)
INTRODUCTORY STATEMENT The Board of Directors of NFB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of NFB and its stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its business strategy and (iii) has approved this Agreement. The Board of Directors of JSB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of JSB and in the best long-term interests of its stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its business strategy and (iii) has approved this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to NFB's willingness to enter into this Agreement, NFB and JSB have entered into a stock option agreement ("JSB Option Agreement"), pursuant to which JSB has granted to NFB an option to purchase shares of JSB's common stock, par value $.01 per share ("JSB Common Stock"), upon the terms and conditions therein contained. Following the consummation of the Merger (as defined below), Jamaica Savings Bank, a wholly owned subsidiary of JSB Financial, Inc. ("JSB Bank"), may be merged with and into North Fork Bank, a wholly owned subsidiary of North Fork Bancorporation, Inc. ("NFB Bank"), with NFB Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger and the Bank Merger, if effected, each shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-interests for financial accounting purposes. NFB and JSB desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:
RECITALS A Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 25, 1997 by and among X.X. Childs Equity Partners, L.P., a Delaware limited partnership, UHS Acquisition Corp., a Minnesota corporation, and Universal Hospital Services, Inc., a Minnesota corporation (the "Acquisition Agreement"), and of certain related transactions to be consummated concurrently therewith, the Stockholders (as hereinafter defined) will own (and may hereafter acquire) certain shares of Common Stock (as hereinafter defined) and certain options, warrants, securities and other rights to acquire from the Company, by exercise, conversion, exchange or otherwise, shares of Common Stock or securities convertible into Common Stock.
Definice Definitions for terms used in this Agreement are in Exhibit B. Definice pojmů používaných v této smlouvě jsou uvedeny v Příloze B.