Preferential Rights SM Energy shall, within 10 days after the Execution Date, send to each holder of a Preferential Right a notice requesting the election or waiver by each such holder of its applicable Preferential Right, in each case in compliance with the contractual provisions applicable to such Preferential Right, requesting a waiver of such right. Any Preferential Right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article XI. The consideration payable under this Agreement for any particular Asset for purposes of Preferential Right notices shall be the Allocated Value of such Asset.
(i) All Assets burdened by Preferential Rights for which (A) the applicable Preferential Right has been waived, or (B) the period to exercise such Preferential Right has expired prior to the Closing without the applicable holder of such Preferential Right electing to enforce its Preferential Right, shall, in each case, be assigned to Buyer at the Closing pursuant to the provisions of this Agreement.
(ii) If, prior to the Closing (A) any holder of a Preferential Right notifies SM Energy that it intends to consummate the purchase of the portion of the Assets to which its Preferential Right applies or (B) the time for exercising a Preferential Right has not expired and the holder of such Preferential Right has not waived such Preferential Right, then, in each case, such portion of the Assets affected by such Preferential Right shall be excluded from the Assets to be conveyed to Buyer at Closing and the Purchase Price shall be reduced by the Allocated Value of such excluded portion of the Assets. SM Energy shall be entitled to all proceeds paid by a Person exercising a Preferential Right prior to the Closing. If, after Closing (1) such holder of such Preferential Right thereafter fails to consummate the purchase of the portion of the Assets covered by such Preferential Right or (2) the time for exercising such Preferential Right expires without exercise by the holder thereof, then SM Energy shall (x) so notify Buyer and (y) on or before 10 days following delivery of such notice, assign such portion of the Assets to Buyer pursuant to an assignment in substantially the form of the Assignment and the Purchase Price shall be increased by an amount equal to the Allocated Value of the such portion of the Assets.
No Preferential Rights (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option plan), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except in each case for such rights as have been waived on or prior to the date hereof.
Shift Bidding 1. Commencing October 1 of each calendar year, shift bids will be open for the following year. The selection of work shifts will be made by the seniority bid process. Those with the highest seniority will bid first among their job classification within the Patrol Division. Seniority will be based on hire date to, or promotion date of, your job classification. Positions include Patrol Officer and Patrol Sergeant. Shifts will be bid for an entire calendar year with markup changes on January 1, April 1, July 1, and October 1. Each Employee will be allotted a maximum of two (2) work days after notification to complete his/her bidding.
2. Shift selection shall be assigned through the seniority bidding process for all Guild members, excluding probationary officers. The Chief of Police shall have exclusive discretion to assign probationary officers to shifts based upon a need to further training, to evaluate and to meet departmental needs. Probationary assignments shall be made without altering non-probationary officer(s) shift bids if at all possible. In the event non- probationary officer(s) bid upon shifts are changed, the shift re-bid process defined in Article 8 (D) shall apply. Upon completion of probation, an officer will then be included in the seniority bidding process based upon their original date of hire. (prior MOU draft)
3. The Chief of Police retains the exclusive right to determine the starting time of the work shifts and the number of shifts in a work day; provided that in the event that an Employee’s routine shift starting time is changed by more than two (2) hours and/or the Employee’s routine work days are changed after the bidding process, the Department must provide notice of the shift changes in accordance with Article 8 (F) and must allow for the opportunity of a shift rebid process.
4. This section shall be interpreted as a waiver of the Guild’s right to bargain changes in the starting times of work shifts in accordance with its terms, but shall not be considered a waiver of the Guild’s right to require the Employer to bargain over changes in the length of the work shifts, for example, five 8’s, four 10’s, 10:40’s, 11:25’s, 12’s, etc.
Preferential Purchase Rights (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised.
(b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes.
(c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv).
(d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Property.
Preferential Collection of Claims If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of the claims against the Company (or any such other obligor).
Denial of Preferential Tariff Treatment The Customs Authority of the importing Party may deny a claim for preferential tariff treatment when:
(a) the good does not qualify as an originating good; or
(b) the importer, exporter or producer fails to comply with any of the relevant requirements of this Chapter.
Bidding a. The Auctioneer reserves the right to regulate the bidding and shall have the sole right to refuse any bid or bids without giving any reason for such refusal.
b. In the event that the auction comprises of more than one (1) property, the Auctioneer shall have the right to :-
(i) Determine the order of sale;
(ii) Offer the properties for sale either individually or collectively or in any combination or manner as determined by the Auctioneer; and/or
(iii) Withdraw any of the properties from sale.
c. The Auctioneer reserves the right to fix the amount of bid at the time the Property is put up for sale. Subject to the reserve price, the Auctioneer shall fix the sum to commence bidding and regulate the advance of each subsequent bid.
d. The bidder shall follow the bidding procedure as provided in the Auctioneer’s Online Terms and Conditions.
e. Each bid will be called for 3 times, “First Calling, “Second Calling”, “Final Call”. Bidders may submit their bid at any of these stages of biddings. When system displays “No More Bids”, no further bids will be accepted by the Auctioneer.
f. No bid shall be less than the last previous bid and each bid shall be increased by a minimum amount to be determined by the Auctioneer at the time the Property is put up for sale.
g. The Auctioneer shall have the absolute right to withdraw the Property for sale at any time before the fall of the hammer and either after or without declaring the reserve price.
h. In case of any dispute as to any bid, the Auctioneer may at his own option forthwith determine the dispute or put the Property up for sale again at the reserve price or at the last undisputed bid or withdraw the Property from the auction sale. The Auctioneer’s decision therein shall be final and conclusive.
i. Subject to these Conditions of Sale and particularly to the reserve price, the highest bidder being so allowed or determined by the Auctioneer shall be the Purchaser upon the fall of hammer.
Reorganization Treatment Neither the Company nor any Company Subsidiary has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.
Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.
JOB BIDDING Section 1. All job vacancies will be posted as follows:
a.) The position will be posted on Kaleidascope for seven (7) calendar days.
b.) The posting shall include the position (job title), posting dates, status, hours per pay period, shift, starting and ending times, pay grade and the qualifications for the position as defined in the job description for the position. A copy of all job postings will be sent to the Union.
c.) Employees may not be accepted for posted positions until they have completed six (6) months of employment. In addition, an employee who has transferred to a position must remain in that position for six (6) months before applying for another posted position. Except that an employee may apply for a posted position which is at a higher pay grade without regard to the six (6) month limit. This paragraph shall not apply to intra cost center shift change or intra cost center status changes.
Section 2. Posted positions shall be filled by the most senior qualified applicant from within the bargaining unit. If the position cannot be filled from within the bargaining unit, the Employer may fill the position from any source available to the Employer, provided the candidate meets all of the qualifications for hiring into that position. In all instances, the appropriate manager is responsible for the interview and selection of applicants within fourteen (14) days of the end of the posting.
Section 3. A qualified applicant shall be defined as an employee who possesses the entry level qualifications in the job description and is able to do the work when required. Ability to do the work and documented performance, inclusive of disciplinary record, may be considered when awarding a position. The Employer will notify all applicants of the result of their bid in a timely manner not to exceed two (2) weeks from the date the position is awarded.
Section 4. A successful bidder shall be required to serve a sixty (60) calendar day trial period exclusive of any classroom training required. At the midpoint of the trial period the employee shall be evaluated and given written notification if a problem exists. During the trial period, the employee will be returned to his/her original position if the employee elects to be returned or the Employer finds the employee is unsatisfactory in the new position.
