Term; Exclusivity. This exclusive engagement will commence on the date hereof and terminate on July 8, 2020. Upon termination of this Agreement the Company shall pay to Broker all fees earned and reimburse Broker for all reasonable expenses incurred, in accordance with Paragraphs 7 and 8 hereof, respectively. The Company agrees to pay Broker any fees specified in Paragraph 7 during the time limitations specified herein. The Company agrees that this Paragraph 3 and the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this letter agreement.
Term; Exclusivity. This exclusive engagement will commence on the date hereof and terminate five business days following the date on which the party receives written notice from the other party of termination of this engagement; provided that no such notice may be given by the Company for a period of 12 months after the date hereof. During Broker’s engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Broker, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. Furthermore, the Company agrees that during Broker’s engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors will be referred to Broker and will be deemed to have been contacted by Broker in connection with a Transaction, except with the Excluded Persons as defined in Paragraph 7 below. Upon termination of this Agreement the Company shall pay to Broker all fees earned and reimburse Broker for all expenses incurred, in accordance with Paragraphs 7 and 8 hereof, respectively. The Company agrees to pay Broker any fees specified in Paragraph 7 during the time limitations specified herein. The Company agrees that this section 3 and the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this letter agreement.
Term; Exclusivity. This engagement will commence on the date hereof and terminate on the earlier to occur of (i) 12 months from the date of this letter, (ii) the consummation of the Transaction, or (iii) the date on which a party receives written notice from the other party of termination of this engagement. Upon the termination of this letter agreement, the Company shall pay to Xxxxxxxxxxx all fees earned and reimburse Xxxxxxxxxxx for all reasonable expenses incurred, in accordance with Paragraphs 8 and 9 hereof, respectively. It is understood that, notwithstanding the termination of this agreement, sections 5, 9, 10, 11, 12, 13, 16 and 17 shall survive the termination hereof. During Xxxxxxxxxxx'x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Xxxxxxxxxxx, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. Furthermore, the Company agrees that during Xxxxxxxxxxx'x engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors will be referred to Xxxxxxxxxxx and will be deemed to have been contacted by Xxxxxxxxxxx in connection with the Transaction. The Company may reject any potential Investor if, in its discretion, the Company believes that the inclusion of such Investor in the Company would be incompatible with the best interests of the Company. The Company shall not be obligated to sell the Securities or to accept any offer thereof, and the terms of such Securities and the final decision to issue the same shall be subject to the discretionary approval of the Company. No offers or sales of any securities of the same or similar class as the Securities will be made by the Company or any affiliate during the six-month period after the completion of the offering of the Securities in each case except in compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefrom.
Term; Exclusivity. 2.2.1. The Term of this Agreement shall commence on the Agreement Date, as defined above) and shall continue for one (1) year terms (the “Initial Term”) unless sooner terminated in accordance with the provisions of this Agreement. Following the Initial Term, this Agreement and the Executive’s employment may be continued either under this Agreement or any other agreement, upon a proxy shareholder approval. If an annual shareholder meeting and or proxy do not occur, the Non-Executive Chairman’s term shall be extended for another year under such terms that are mutually agreed upon and confirmed with the approval of the Board of Directors. The Initial Term and any subsequent term of employment of the Executive are herein collectively referred to as the “Term”.
2.2.2. Executive agrees to undertake to perform such Duties and Services in a competent and professional manner, consistent with the skills to be possessed by a Non-Executive Chairman of the Board, of a Comparable Company. Executive shall be permitted to engage in other charitable, community, professional or business activities, so long as such other activities do not interfere with his performance hereunder.
2.2.3. The Executive acknowledges that the Duties and Services shall be performed as an “exempt’ Executive and that, as such, he shall not be entitled to overtime or compensatory compensation other than periodic bonuses as may be awarded to the Executive from time to time by the Board of Directors of the Company in the exercise of their sole discretion.
2.2.4. Notwithstanding anything to the contrary contained in this Section 2.2, the Executive may acquire and/or retain, solely as an investment, and may take customary actions to maintain and preserve Executive’s ownership of:
(a) Securities of any partnership, trust, corporation or other person which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended and which are publicly traded as long as Executive’s investment amounts to less than ten (10%) percent of the equity in such entity; and
(b) Any securities of a partnership, trust, corporation or other person not registered as set forth in Section 2.2.4(a) above so long as such entity is not, directly or indirectly, in competition with SearchHelp.
Term; Exclusivity. Paragraph A of the Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:
Term; Exclusivity. This engagement will commence on the date hereof and terminate on the date on which the party receives written notice from the other party of termination of this engagement. During WestPark’s engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with WestPark, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. Furthermore, the Company agrees that during WxxxXxxx’s engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors will be referred to WestPark and will be deemed to have been contacted by WestPark in connection with the Transaction. Either party may terminate this Agreement at any time upon 30 days prior notice at which the Company shall pay to WestPark all fees earned and reimburse WestPark for all expenses incurred, in accordance with Paragraph 7 hereof, respectively. The Company agrees to pay WestPark the fees specified in Paragraph 7 during the time limitations specified herein. The Company agrees that this section 3 and the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this letter agreement.
Term; Exclusivity. The exclusive engagement will commence on the date hereof and terminate five business days following the date hereof (the “Exclusive Term”). On the termination of the Exclusive Term, the non-exclusive engagement will commence and terminate five business days following the date which the party receives written notice from the other party of termination of this engagement; provided that no such notice may be given by the Company for a period of 3 months after the date hereof. During the Exclusive Term: (i) the Company will not, and will not permit its representatives to, other than in coordination with HCW, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. Furthermore, the Company agrees that during HCW’s engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors will be referred to HCW and will be deemed to have been contacted by HCW in connection with a Transaction. Upon termination of this Agreement the Company shall pay to HCW all fees earned and reimburse HCW for all expenses incurred, in accordance with Paragraphs 7 and 8 hereof, respectively. The Company agrees to pay HCW any fees specified in Paragraph 7 during the time limitations specified herein. The Company and HCW agree that this section 3 and the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this letter agreement.
Term; Exclusivity. 1.5.1 The Term of this Agreement shall commence and this Agreement shall become effective on the date hereof, and shall end on December 31, 2000 unless extended or sooner terminated in accordance with the provisions of this Agreement (the "Term").
1.5.2 The Services shall be rendered on a full time basis during normal working hours and all services of Executive shall be exclusive to Company; provided, however, that Executive may engage in other business activities with Company's prior written consent which consent shall not be unreasonably withheld provided that such other business activities shall not constitute a Competitive Business (as defined in Section 1.5.3 hereof), and shall not adversely affect the performance of Executive's Services hereunder. Executive acknowledges that Executive's performances and services hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them peculiar value, the loss of which cannot be reasonably or adequately compensated in an action at law for damages and that a breach by Executive of the terms hereof (including without limitation this Section 1.5 and Section 1.7) will cause Company irreparable injury. Executive agrees that Company is entitled to seek injunctive and other equitable relief to prevent a breach or threatened breach of this Agreement, which shall be in addition to any other rights or remedies to which Company may be entitled.
1.5.3 During the term of this Agreement and of Executive's employment by Company (the "Restricted Period"), Executive shall not, directly or indirectly, (i) engage in any business for his own account which is competitive with the Businesses of Company or Company's Affiliates (collectively, "Competitive Business") so long as Company or Company's Affiliates (as the case may be) continue to engage in such business; (ii) enter the employ of, or render any services to, any person engaged in a Competitive Business; (iii) become interested in a Competitive Business in any capacity, including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) induce any customer or supplier of Company or Company's Affiliates to terminate its relationship with Company or Company's Affiliates (as the case may be). Notwithstanding anything to the contrary, Executive may acquire and/or retain, solely as an investment, and take customary actions to maintain and preserve Executive's ownership of:
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Term; Exclusivity. This MOU will terminate upon the earlier of the effective date of the Lease Agreement (the “Lease Execution Date”) or three (3) years from the Effective Date of this MOU, provided that the term shall be automatically extended by an additional one (1) year (for a combined term of four (4) years) if the Permits and Approvals Schedule (as defined in Section 6(b)) has been delayed by SEPA review, regulatory process, or other causes beyond the reasonable control of the Parties. This MOU may also be extended by mutual written agreement of the Parties. During the term of this MOU and the term of the Lease Agreement, (i) the City shall not negotiate with any person or entity, other than OVG (or its designee or permitted assignee), regarding renovation or redevelopment of the Arena, or solicit or entertain bids or proposals to do so, and (ii) the City shall not provide financial support, benefits, or incentives (other than those that are generally available to any potential developer) with respect to the construction of any live entertainment venue with a capacity of more than 15,000 seats within the jurisdictional boundaries of the City of Seattle.
Term; Exclusivity. 2.3.1. The Term of this Agreement shall commence as of the Effective Date and shall continue through April 25, 2008 (the "Initial Term") unless sooner terminated in accordance with the provisions of this Agreement. Following the Initial Term, this Agreement and the Executive's employment may be continued either under this Agreement or any other agreement, upon such terms and conditions as the Executive and the Company may mutually agree. The Initial Term and any subsequent term of employment of the Executive is herein collectively referred to as the "Term". Notwithstanding the foregoing upon the completion of the Initial Term, Executive's employment shall continue on a month to month basis on the terms and conditions specified in this Agreement and until such time as Executive shall be given not less than three (3) months prior advance notice of the Company's intention to terminate this Agreement, either on the expiration of the Initial Term or thereafter.
2.3.2. The Services shall be rendered by the Executive on a full time basis and shall be exclusively rendered to SearchHelp and/or the SearchHelp Affiliates. The Executive acknowledges that his Services shall be performed as an "exempt' employee and that, as such, he shall not be entitled to overtime or compensatory compensation, other than periodic bonuses as may be awarded to the Executive from time to time by the Board of Directors of the Company in the exercise of their sole discretion.
