Take Along Procedure Sample Clauses

Take Along Procedure. For so long as the Advent Stockholders collectively own at least fifty percent (50%) of the Shares then issued and outstanding, the Advent Stockholders, acting by Advent Consent, shall be entitled to elect to consummate, or cause the Company to consummate, a Company Sale upon twenty (20) days’ prior written notice by the Advent Stockholders to each other Stockholder, which notice shall set forth the terms and conditions of such proposed Company Sale, including the name of the prospective transferee, the number of Shares and Common Stock Equivalents proposed to be sold by the Advent Stockholders in the Company Sale, the consideration to be received by the Advent Stockholders, whether such consideration is comprised of Consideration Securities and/or cash, and the proposed time and place of closing (such notice being referred to as the “Sale Request”), each other Stockholder (each, a “Seller”), in the event such Company Sale is consummated, shall be obligated to consummate, consent to, and raise no objection to, such proposed Company Sale and take all other actions reasonably necessary or desirable to consummate such proposed Company Sale on the terms proposed by the Advent Stockholder as set forth in the Sale Request; provided, however, that the Advent Stockholders shall only have the rights set forth in this Section 2.1 with respect to such Company Sale in which the Sellers as a group receive in the transaction the following: subject to clause (d) below, the same form of consideration (but, for the avoidance of doubt, not the same governance rights) for Shares, in the same proportion, as the Advent Stockholders or, with the consent of any such Seller, in its sole discretion, a different form of consideration in the transaction valued at the same value per Share as the value per Share received by the Advent Stockholders. Without limiting the generality of the foregoing, (A) if such Company Sale is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all Shares that it holds or with respect to which it has the power to direct the voting and which it is entitled to vote on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights, (B) if the Company Sale is structured as a sale or redemption of Shares, each Seller will sell its pro rata portion of Shares being sold in such Company Sale on the same terms and conditions as the Advent Stockhold...
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Related to Take Along Procedure

  • Operating Procedures Company shall observe and comply with the Operating Procedures. Company shall ensure that Company's Stores personnel are trained regarding the Operating Procedures and shall ensure their compliance with them. The Operating Procedures may be supplemented, amended or modified by Bank from time to time in its reasonable discretion; provided, however, a copy of any such supplement, amendment or modification shall be provided to Company at least ninety (90) days before its effective date (the "Notice Date") unless otherwise required by Applicable Law, and for those changes required by Applicable Law, notice shall be given as soon as practicable. For changes that are (A) required by Applicable Law, or (B) determined by Bank in good faith to be necessary from the standpoint of safe and sound banking practices (both (A) and (B) being referred to herein as the "Required Changes"), where Bank implements such Required Changes with all of its other clients that are also affected by such change in Applicable Law or operate in circumstances similarly requiring changes from the standpoint of safe and sound banking practices, Bank shall identify the changes as Required Changes in the notice to Company. Unless such change is a Required Change, Company shall have the right within thirty (30) days after the Notice Date to object to such change and the parties' representatives will promptly thereafter meet to discuss such change in good faith in order to agree upon such change or a mutually agreeable alternative to such change. In the event the parties are unable to agree upon such change or an alternative within sixty (60) days after the Notice Date, then a senior executive from both Company and Bank shall meet to negotiate in good faith in order to agree upon such change or a mutually agreeable alternative to such change. If the parties' senior executives are unable to mutually agree within ninety (90) days after the Notice Date, then Bank shall have the right to implement the initially proposed change so long as (i) Bank implements such change with all or substantially all of its other similar clients, (ii) such change does not change the chargebacks section of the Operating Procedures, and (iii) such change does not impose a material adverse financial or operational burden on Company.

  • Voting Procedure The Trust shall be authorized to solicit, and a Shareholder shall be entitled to submit a proxy ballot containing the voting instructions of such Shareholder, in person, or by U.S. mail, overnight mail, express mail, telephone, electronic mail, telefacsimile, telegraph, internet or other electronic media, provided however, that the Sponsor or an officer of the Trust may limit or delineate the types of media and methods by which a Shareholder may submit voting instructions. On any matter any Shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the Shareholder fails to specify the number of shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder’s approving vote is with respect to the total shares that the Shareholder is entitled to vote on such proposal.

  • Bumping Procedure In the application of this Article, permanent part-time employees cannot displace permanent full-time employees or vice versa provided that permanent full-time employees who have exhausted their bumping rights hereunder and are to be laid off from work shall have the right to displace a permanent part-time employee with lesser GO seniority, within their section. Such bumping within the section may only be in a downward or lateral direction provided they are qualified, willing and able to do the work (refer to Schedule “E-I” and “E-I OFPT”). Downward shall be defined as lesser pay per hour and/or lesser hours per week (permanent full-time vs. permanent part-time). Lateral shall be defined as same pay per hour. In the application of this Article, permanent part-time employees cannot displace permanent full-time employees or vice versa provided that permanent full-time employees who have exhausted their bumping rights hereunder and are to be laid off from work, shall have the right to displace any permanent part-time employee with lesser GO Transit seniority, within their section provided they are able, willing and qualified. Due to the nature of the bumping procedure and the unpredictability of the direction and results of that bumping, the layoff must take precedent over all other normal movement of employees (i.e., standing applications). During layoffs an employee may choose to accept an open position for which he/she is qualified rather than bumping within their classification or section and should he/she elect this option, they shall retain recall rights to the original classification without loss of seniority. Where an OFPT employee who has been notified or is on layoff and currently possesses the qualifications and skills of a position they have held previously, then the employee may bump laterally or downward within their section or another section where the previously held position is identified. At the time of layoff the employee must satisfy the criteria identified in the current job description, and the employee must have satisfied the performance standards of that classification. Should the parties agree that the bumping procedure will likely cause significant movement within a classification or section, then the parties may agree to have a “master” sign-up take place which will be the sole responsibility of the Union to administer.

  • BARGAINING PROCEDURE 10.01 All negotiations with a view to the completion of a collective agreement or to effecting changes or modifications in this Agreement shall be conducted between the authorized bargaining Representatives of the Union on the one hand and the designated bargaining Representatives of the Company on the other. 10.02 No agreement resulting from collective bargaining as herein provided shall be deemed to have been concluded until it is reduced to writing and signed by the authorized bargaining Representatives of the Union and by the designated bargaining Representatives of the Company, and an agreement so signed shall take effect as and from the effective date specified therein.

  • BILLING PROCEDURE a. The Contractor shall submit, not more than semi-monthly, properly completed A-19 vouchers (the "voucher") to one of the following: The Department of Children, Youth, and Families Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PO Box 40970 Olympia WA 98504-0970 Or, email a scan of an original, signed A-19 voucher directly to the DCYF Contract Manager at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇.▇▇▇ b. Payment to the Contractor for approved and completed work shall be made by warrant or Electronic Funds Transfer by DCYF and considered timely if made within 30 days of receipt of a properly completed voucher. Payment shall be sent to the address designated by the Contractor and set forth in this Contract. c. Each voucher must clearly reference the DCYF Contract Number and the Contractor's Statewide Payee Registration number assigned by the Office of Financial Management (OFM). d. Properly completed vouchers and attachments completed by the Contractor must contain the information described in Exhibit A under the Section titled "Compensation and Voucher Payment".