Scope of this Agreement and Outside Affiliations Sample Clauses

Scope of this Agreement and Outside Affiliations. During the term of this Agreement, Officer shall devote his full business time and energy, except as expressly provided below, to the business, affairs and interests of Employer and its subsidiaries, and matters related thereto, and shall use his best efforts and abilities to promote its interests. Officer agrees that he will diligently endeavor to promote the business, affairs and interests of Employer and its subsidiaries and perform services contemplated hereby, in accordance with the policies established by the Board, which policies shall be consistent with this Agreement. Officer agrees to serve without additional remuneration as an officer of one or more (direct or indirect) subsidiaries of Employer as the CEO or COO may from time to time request, subject to appropriate authorization by the subsidiary or subsidiaries involved and any limitation under applicable law. Officer's failure to discharge an order or perform a function because Officer reasonably and in good faith believes such would violate a law or regulation or be dishonest shall not be deemed a breach by him of his obligations or duties pursuant to any of the provisions of this Agreement, including without limitation pursuant to Section 5(c) hereof. During the course of Officer's employment as a full-time officer hereunder, Officer shall not, without the consent of the CEO or COO, compete, directly or indirectly, with Employer in the businesses then conducted by Employer or any of its subsidiaries. Officer may serve as a director or in any other capacity of any business enterprise, including an enterprise whose activities may involve or relate to the business of Employer, provided that such service is expressly approved by the CEO or COO. Officer may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining approval by the CEO or COO, provided such activities and services do not materially interfere or conflict with the performance of his duties hereunder.
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Scope of this Agreement and Outside Affiliations. During the term of this Agreement, Officer shall devote his full business time and energy, except as expressly provided below, to the business, affairs and interests of Employer and its affiliates, and matters related thereto, and shall use his best efforts and abilities to promote their respective interests. Officer agrees that he will diligently endeavor to promote the business, affairs and interests of Employer and its affiliates and perform services contemplated hereby, in accordance with the policies established by the Board of Directors of the applicable entity, which policies shall be consistent with this Agreement. If so requested by Employer, Officer agrees to serve without additional remuneration as an officer of one or more (direct or indirect) subsidiaries, affiliates or successors of Employer, subject to appropriate authorization by the affiliate, subsidiary or successor involved and any limitation under applicable law. During the course of Officer's employment as a full-time officer hereunder, Officer shall not, without the consent of Employer, compete, directly or indirectly, with Employer in the business then conducted by Employer or any of its affiliates or successors. Officer may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining approval by the Board of Directors, provided such activities and services do not materially interfere or conflict with the performance of his duties hereunder.
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Scope of this Agreement and Outside Affiliations. Except as expressly ------------------------------------------------ provided below, during the term of this Agreement, Officer shall devote such portion of his business time and energy as the Board may reasonably require to the business, affairs and interests of Employer and its subsidiaries, and matters related thereto, and shall use his best efforts and abilities to promote its interests. Officer agrees that he will diligently endeavor to promote the business, affairs and interests of Employer and its subsidiaries and perform services contemplated hereby, in accordance with the policies established by the Board, which policies shall be consistent with this Agreement. Officer agrees to serve without additional remuneration in such senior executive capacity not below the rank of Vice President for one or more (direct or indirect) subsidiaries of Employer as the Board may from time to time request, subject to appropriate authorization by the subsidiary or subsidiaries involved and any limitation under applicable law. Employer and Officer acknowledge and agree that Officer may perform his duties hereunder outside the State of California. Officer's failure to discharge an order or perform a function because Officer reasonably and in good faith believes such would violate a law or regulation or be dishonest shall not be deemed a breach by him of his obligations or duties pursuant to any of the provisions of this Agreement, including without limitation pursuant to Section 5(c) hereof. Officer may not serve as a director or in any other capacity of any business enterprise, including an enterprise whose activities may involve or relate to the business of Employer, unless such service is expressly approved herein or by the Board. Officer may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining approval by the Board, provided such activities and services do not materially interfere or conflict with the performance of his duties hereunder. Notwithstanding any provisions of this Section 3, Employer and Officer acknowledge that Officer currently serves as an officer and director of Countrywide Credit Industries, Inc. and certain of its subsidiaries ("Countrywide") and agree that Officer shall be permitted to perform such duties, engage in such activities and devote such portion of his business time and ...
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Scope of this Agreement and Outside Affiliations. During the term of this Agreement, Officer shall devote his full business time and energy, except as expressly provided below, to the business, affairs and interests of Employer and its affiliates, and matters related thereto, and shall use his best efforts and abilities to promote their respective interests. Officer agrees that he will diligently endeavor to promote the business, affairs and interests of Employer and its affiliates and perform services contemplated hereby, in accordance with the policies established by the Board of the applicable entity, which policies shall be consistent with this Agreement. Officer agrees to serve without additional remuneration as an officer of one or more (direct or indirect) subsidiaries or affiliates of Employer as Employer may from time to time request, subject to appropriate authorization by the affiliate or subsidiary involved and any limitation under applicable law. During the course of Officer's employment as a full-time officer hereunder, Officer shall not, without the consent of Employer, compete, directly or indirectly, with Employer in the business then conducted by Employer or any of its affiliates. Officer may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining approval by the Board, provided such activities and services do not materially interfere or conflict with the performance of his duties hereunder.
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Scope of this Agreement and Outside Affiliations. During the term of this Agreement, Officer shall devote his full business time and energy, except as expressly provided below, to the business, affairs and interests of Employer and PLC, and matters related thereto. Officer shall report and be subject only to the President and Chief Executive Officer of Employer and PLC. Officer shall be indemnified and covered by directors' and officers' liability insurance of PLC with regard to his service as an officer of Employer and PLC. Officer may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining approval of either the Board of PLC or Employer, provided such activities and services do not materially interfere or conflict with the performance of his duties hereunder and are consistent with PLC’s Code of Conduct and Code of Ethics. Officer may serve as a director (or on the advisory committee) of corporations or other business enterprises with the prior written approval of the President of PLC, which shall not be unreasonably withheld, provided such activities or services do not materially interfere or conflict with the performance of the Officer's duties hereunder.
Sample 1
Scope of this Agreement and Outside Affiliations. During the term of this Agreement, Officer shall devote his full business time and energy, except as expressly provided below, to the business, affairs and interests of Employer and PLC, and matters related thereto. Officer shall report and be subject only to the President of Employer. Officer may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining approval of either the Board of PLC or Employer, provided such activities and services do not materially interfere or conflict with the performance of his duties hereunder and are consistent with PLC’s Code of Conduct and Code of Ethics. Officer may serve as a director (or on the advisory committee) of corporations or other business enterprises with the prior approval of the President of Employer, which shall not be unreasonably withheld, provided such activities or services do not materially interfere or conflict with the performance of the Officer's duties hereunder.
Sample 1

Related to Scope of this Agreement and Outside Affiliations

  • SCOPE OF THIS AGREEMENT 2.1. This Agreement, including Parts A through L, Tables One and Two and exhibits, specifies the rights and obligations of each Party with respect to the establishment, purchase, and sale of Local Interconnection, Collocation, resale of Telecommunications Services and Unbundled Network Elements. Certain terms used in this Agreement shall have the meanings defined in PART A – DEFINITIONS, or as otherwise elsewhere defined throughout this Agreement. Other terms used but not defined in this Agreement will have the meanings ascribed to them in the Act and in the FCC’s and the Commission’s rules, regulations and orders. PART B sets forth the general terms and conditions governing this Agreement. The remaining Parts set forth, among other things, descriptions of the services, pricing, technical and business requirements, and physical and network security requirements.

  • Effective Date of this Agreement and Termination (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Notes for sale to the public. For the purpose of this Section 8, the Notes shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Notes for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, the Underwriters or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of this Section 8 and Section 4(n) and Section 6 hereof shall at all times be effective. (b) The Underwriters, shall have the right to terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition (financial or otherwise) of the Company, or in the financial results, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, or (ii) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, or (iii) if any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, or (iv) if there has occurred any material adverse change in the financial markets in the United States or any outbreak or the escalation of major hostilities involving the United States or the declaration by the United States of a national emergency, war, or other calamity or crisis, the effect of which is such as to make it, in your reasonable judgment, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, or (v) if trading in the Notes has been suspended by the Commission, or if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said Exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal, New York or Nebraska authorities. If this Agreement is terminated pursuant to this Section 8(b), such termination shall be without liability of any party to any other party except that the provisions of Section 4(n) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in the Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by telephone or telegram, confirmed by letter.

  • Effective Date of this Agreement This Agreement shall become effective (the "Effective Date") upon the date of your acceptance hereof, as set forth below.

  • Termination of this Agreement Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (x) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • Duration of this Agreement The Term of this Agreement shall be as specified in Schedule A hereto.

  • Effective Period of this Agreement This Agreement shall take effect upon its execution and shall remain in full force and effect for a period of two (2) years from the date of its execution (unless terminated automatically as set forth in Section 10), and from year to year thereafter, subject to annual approval (i) by Underwriter, (ii) by the Board of Trustees of the Trust or a vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter by vote cast in person at a meeting called for the purpose of voting on such approval.

  • Operation of this Agreement This Agreement shall take effect on and from the date of this Agreement. The parties must execute and enter into this Agreement as soon as possible after the Development Consent is granted and prior to the issue of any Construction Certificate that relates to any building work, other than demolition, excavation, piling, shoring and ancillary work for construction purposes including site hoardings and temporary site sheds that relates to works contained in DA-152/2021/B.

  • Disclosure of this Agreement The Employee hereby authorizes the Company to notify others, including but not limited to customers of the Company and any of the Employee’s future employers or prospective business associates, of the terms and existence of this Agreement and the Employee’s continuing obligations to the Company hereunder.

  • Effective Date of This Agreement and Termination Thereof (a) This Agreement shall become effective at 10:00 a.m., New York time, on the first full business day following the day on which you and the Company receive notification that the Registration Statement became effective. (b) This Agreement may be terminated by the Underwriter by notifying the Company at any time on or before the Closing Date, if any domestic or international event or act or occurrence has in your sole opinion, materially disrupted, or in your sole opinion will in the immediate future materially disrupt, securities markets; or if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed; or if a moratorium in foreign exchange trading by major international banks or persons has been declared; or if the Company shall have sustained a loss material or substantial to the Company taken as a whole by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your sole opinion, make it inadvisable to proceed with the delivery of the Shares; or if there shall have been a material adverse change in the conditions of the securities market in general, as in your reasonable judgment would make it inadvisable to proceed with the offering, sale and delivery of the Shares; or if there shall have been a material adverse change in the financial or Securities markets, particularly in the over-the-counter market having occurred since the date of this Agreement. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Paragraph 10, the Company shall be notified promptly by you by telephone or facsimile, confirmed by letter. (d) If this Agreement shall not become effective or if this Agreement shall not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any undertaking, or to materially satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to the Underwriter, in addition to the obligations assumed by the Company pursuant to Paragraph 8 herein, will be to reimburse the Underwriter for such reasonable out-of-pocket expenses of the Underwriter in connection with this Agreement and the proposed offering of the Shares.

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