TABLE OF CONTENTS. ARTICLE I
TABLE OF CONTENTS. Section Page
TABLE OF CONTENTS. Class A-2a Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-2a Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-2a Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in St. Xxxx, Minnesota. The Issuer shall pay interest on overdue installments of interest at the Class A-2a Rate to the extent lawful. As provided in the Indenture, the Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and the Sale and Servicing Agreement. As provided in the Indenture, and subject to certain limitations set forth therein, the transfer of this Class A-2a Note may be registered on the Note Register upon surrender of this Class A-2a Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new Class A-2a Notes in any authorized denomination and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-2a Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indent...
TABLE OF CONTENTS. DEFINITIONS 1
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TABLE OF CONTENTS. Introduction 1
TABLE OF CONTENTS. Criteria – Professional Practice 63 Criteria – Administrative Services 63 Criteria – Scholarly and/or Professional Activity 63 Criteria – Internal and External Collegial Service 65 Reappointment 66 Permanence 67 Promotion to Librarian III 69 Promotion to Librarian IV 70 Article 22: Personnel Files 73 Article 23: Workload for Faculty Members 74 Article 24: Workload for Librarians 78 Article 25: Distance Education 80 Article 26: Support of Teaching and Research Duties 81 Article 27: Intellectual Property and Patents 81 Patents 82 Article 28: Vacations and Holidays 83 Article 29: Leaves 84 Sabbatical Leave 84 Pregnancy Leave 88 Parental Leave 89 Political Leave 91 Court Leave 92 Sick Leave 93 Bereavement Leave 94 Family Emergency Leave 95 Training, Retraining, and Educational Leaves 95 General 95 Training or Retraining Leave 96 Doctoral Education Leave 96 Leave of Absence Without Pay 96 Article 30: Outside Professional Activities 98 Article 31: Department Chairs/Directors 99 Article 32: Stipends for Chairs/Directors 103 Article 33: Resignation 105 Article 34 Discipline and Dismissal 106 Article 35 Academic Staffing 109 Article 36 Grievance Procedure 109 Definition of Grievance 109 Types of Grievances 109 General Requirements 110 Step One 110 Step Two 111 Step Three 112 Employer Grievances 112 Article 37: Arbitration 113 Article 38: Salary 115 Salary Upon Hiring – Faculty and Librarian Members 115 Salary Upon Hiring – Lab Instructor Members 116 Salary Upon Promotion 116 Salaries – Faculty Members 117 Salaries – Librarian Members 117 Salaries – Laboratory Instructor Members 118 Overload Stipends 118 Payment of Salaries 118 Article 39: Professional Development Expense Reimbursements 119 Article 40: Travel Fund 119 Article 41: Benefits 120 Article 42: Pension Plan and Retirement 121 Article 43: Entry and Re-entry of Administrators into the Bargaining Unit 121 Article 44: Code of Conduct 122 A: Conflict of Interest 122 B: Miscellaneous 123 Article 45: Special Relationships with Members of the Bargaining Xxxx 000 Xxxxxx Research Chairs 123 NSERC University Faculty Award (UFA) Recipients 126 Endowed Chair 127 Article 46: Retirement 129 Article 47: Early and Partial Retirement Incentives 129 Voluntary Early Retirement Incentive 129 Voluntary Partial Retirement Incentive 131 Article 48: Laboratory Instructors 133 Appointment 133 Review for Reappointment and Permanence and Promotion 137 Article 49: Workload for Lab Instructors 146 Article 50: Transition to the Agreemen...
TABLE OF CONTENTS. (Continued) Section 4.4 Non-Contravention 11 Section 4.5 Capitalization 12 Section 4.6 Subsidiaries 12 Section 4.7 Past SEC Documents 13 Section 4.8 Financial Statements; Liabilities 14 Section 4.9 Disclosure Statements 14 Section 4.10 Absence of Certain Changes 15 Section 4.11 Litigation 15 Section 4.12 Taxes 15 Section 4.13 Compliance with Laws; Licenses, Permits and Registrations 16 Section 4.14 Contracts 16 Section 4.15 Intellectual Property 17 Section 4.16 Required Vote 17 Section 4.17 Finders’ Fees; Opinion of Committee Financial Advisor 17 Section 4.18 Section 203 of the DGCL 17 REPRESENTATIONS AND WARRANTIES OF PARENT, PURCHASER AND XXXXXXX 18 Section 5.1 Existence and Power 18 Section 5.2 Authorization; Approvals 18 Section 5.3 Governmental Authorization 19 Section 5.4 Non-Contravention 19 Section 5.5 Information in Securities Filings 19 Section 5.6 Purchaser’s Operations 19 Section 5.7 Vote Required 20 Section 5.8 Finders’ Fees 20 Section 5.9 Financing 20 Section 5.10 Solvency 21 (Continued) COVENANTS 21 Section 6.1 Conduct of Business of the Company 21 Section 6.2 Consents and Filings 22 Section 6.3 Indemnification; Insurance 23 Section 6.4 Other Proposals 24 Section 6.5 Public Announcements 27 Section 6.6 Employee Benefits 27 Section 6.7 Financing 28 Section 6.8 Cooperation with Financing Efforts 30 Section 6.9 Voting 32 CONDITIONS TO CONSUMMATION OF THE MERGER 33 Section 7.1 Conditions to Each Party’s Obligation 33 Section 7.2 Condition to Xxxxxxx’x, Purchaser’s and Parent’s Obligation 33 Section 7.3 Condition to Company’s Obligation 34 TERMINATION; AMENDMENT; WAIVER 34 Section 8.1 Termination 34 Section 8.2 Effect of Termination 35 Section 8.3 Amendment 35 Section 8.4 Extension; Waiver 35 MISCELLANEOUS 36 Section 9.1 Nonsurvival of Representations, Warranties and Agreements 36 Section 9.2 Entire Agreement; Assignment 36 Section 9.3 Severability 37 Section 9.4 Notices 37 Section 9.5 Governing Law 38 Section 9.6 Submission to Jurisdiction 38 (Continued) Section 9.7 Descriptive Headings 39 Section 9.8 Parties in Interest 39 Section 9.9 Counterparts 39 Section 9.10 Expenses 39 Section 9.11 Purchaser Termination Fee 40 Section 9.12 Specific Performance 41 Section 9.13 Affiliates 42 Section 9.14 No Liability of Financing Sources 42 Exhibits: Exhibit A: Certificate of Incorporation of Surviving Corporation Schedules: Company Disclosure Schedule Terms Section Agreement Preamble Business Day 1.2 Certificate of Merger 1.3 Certificates 3.2(b) Closing 1....
TABLE OF CONTENTS. ARTICLE I. DEFINITIONS 1 SECTION 1.1. Capitalized Terms 1 SECTION 1.2. Other Definitional Provisions 3 ARTICLE II. ORGANIZATION 4 SECTION 2.1. Name 4 SECTION 2.2. Office 4 SECTION 2.3. Purposes and Powers 4 SECTION 2.4. Appointment of Owner Trustee 5 SECTION 2.5. Initial Capital Contribution of Trust Estate 5 SECTION 2.6. Declaration of Trust 6 SECTION 2.7. Title to Trust Property 6 SECTION 2.8. Situs of Trust 6 SECTION 2.9. Representations and Warranties of the Depositor 6 SECTION 2.10. Covenants of the Certificateholder 8 SECTION 2.11. Federal Income Tax Treatment of the Trust 8 ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST 9 SECTION 3.1. Initial Ownership 9 SECTION 3.2. The Certificate 9 SECTION 3.3. Authentication of Certificate 9 SECTION 3.4. Registration of Transfer and Exchange of Certificate 10 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates 11 SECTION 3.6. Persons Deemed Certificateholders 12 SECTION 3.7. Maintenance of Office or Agency 12 SECTION 3.8. Disposition in Whole But Not in Part 12 SECTION 3.9. ERISA Restrictions 12 SECTION 3.10. Appointment of Certificate Paying Agent 13 ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS 13 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters 13 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters 14 SECTION 4.3. Restrictions on Certificateholder’s Power. 14 SECTION 4.4. [Reserved] 15 SECTION 4.5. Action with Respect to Bankruptcy Action 15 SECTION 4.6. Covenants and Restrictions on Conduct of Business 15 ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE 17 SECTION 5.1. General Authority 17 SECTION 5.2. General Duties 17 SECTION 5.3. Action upon Instruction 18 SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions 19 SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties 19 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of Trusts and Duties 20 SECTION 6.2. Furnishing of Documents 22 SECTION 6.3. Representations and Warranties 22 SECTION 6.4. Reliance; Advice of Counsel 23 SECTION 6.5. Not Acting in Individual Capacity 23 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 24 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 24 SECTION 6.10. FATCA In...
