Restricted Period Defined Sample Clauses

Restricted Period Defined. The term “Restricted Period”, as used in this Section 9, shall mean the period of one (1) year after the date Executive leaves his employment hereunder.
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Restricted Period Defined. “Restricted Period” has the meaning provided in Section 409A(b)(3)(B) of the Code.
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Restricted Period Defined. Executive shall not directly or indirectly engage in (as a principal, shareholder, partner, director, officer, agent, Executive, consultant or otherwise) or be financially interested in any business which is involved in business activities which are the same as or in direct competition with business activities carried on by Company, or being definitively planned by company at the time of the termination of Executive’s employment for a period of 12 months.
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Restricted Period Defined. Restricted Period" means: (1) any period during which a single-employer defined benefit plan sponsored by the Company is in at-risk status, as defined by Section 430(i) of the Code; (2) any period during which the Company is in bankruptcy; and (3) the twelve (12) month period beginning on the date which is six (6) months before the termination date of a single-employer defined benefit plan sponsored by the Company, if, as of the termination date, that plan is not sufficient for benefit liabilities as determined under Section 4041 of the Employee Retirement Income Security Act of 1974, as amended.
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Restricted Period Defined. For purposes of the Restrictive Covenants, the term “Restricted Period” shall mean the period during Employee’s employment with the Company and continuing for the 24-month period following the termination of such employment. In the event that a court of competent jurisdiction determines that the Restricted Period described in the preceding sentence is excessive, the parties agree that the Restricted Period shall mean the period during Employee’s employment with the Company and continuing for the 18-month period following the termination of such employment. In the event that a court of competent jurisdiction determines that the Restricted Period as modified in the preceding sentence is still excessive, the parties agree that the Restricted Period shall mean the period during Employee’s employment with the Company and continuing for the 12-month period following the termination of such employment.
Sample 1
Restricted Period Defined. For purposes of the Restrictive Covenants, the term "Restricted. Period" shall mean the period beginning on the first day of Executive's employment by Company and ending 12 [For Tier II Officer Agreement, insert "6" instead of "121 months following the termination of Executive's employment with Company for any reason. [For Tier II Officer Agreement, delete remainder of this Section 51 In the event that a court of competent jurisdiction determines that the Restricted Period described in the preceding sentence is excessive, the parties agree that the Restricted Period shall end 9 months following the termination of Executive's employment with Company. In the event that a court of competent jurisdiction determines that the Restricted Period described in the preceding sentence is excessive, the parties agree that the Restricted Period shall end 6 months following the termination of Executive's employment with Company.
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Related to Restricted Period Defined

  • Change in Control Definition For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii): (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company or (2) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or (ii) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company.

  • Change in Control Defined For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events:

  • Good Reason Defined For purposes of this Agreement, the Employee shall have "Good Reason" to terminate his employment during the term of this Agreement only if:

  • Additional Definition Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:

  • Cause Definition For purposes of this Agreement, “Cause” shall mean (i) Executive’s material breach of this Agreement that is not corrected within a 30 day correction period that begins upon delivery to Executive of a written demand from the Board that describes the basis for the Board’s belief that Executive has materially breached this Agreement; (ii) any willful act of fraud or dishonesty that causes material damage to the Company; (iii) any willful violation of the Company’s xxxxxxx xxxxxxx policy; (iv) any willful violation of the Company’s conflict of interest policies; (v) any willful unauthorized use or disclosure of trade secrets or other confidential information; or (vi) Executive’s conviction of a felony. The foregoing shall not be deemed an exclusive list of all acts or omissions that the Company may consider as grounds for the termination of Executive’s Employment, but it is an exclusive list of the acts or omissions that shall be considered “Cause” for the termination of Executive’s Employment by the Company.

  • Certain Additional Definitions As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Agreement Preamble Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)

  • Amended Definition The following definition in Section 1.1 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

  • Existing Definitions Section 1.2 of the Credit Agreement is hereby amended as follows:

  • Additional Definitions The following terms have the meanings given below:

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