Terms of the Settlement. In consideration of the complete and final settlement of the Action, and under the terms and conditions herein, the Settling Parties agree as follows.
Terms of the Settlement. The Company and Network 1 agree that Network 1 will settle the Advisory Fee and will relinquish any and all other rights he may have under the Advisory Agreement with regards to payment of consideration deriving thereof with the issuance of Preferred Shares worth of the three per cent (3%) of the Converted Company Debt, whereby each Preferred Share shall be convertible, at the option of the Holder, into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable Common Shares as provided for in the Certificate of Designations (the “Preferred Shares”, and such Preferred Shares as converted into Common Shares, the “Conversion Shares”, and together the Conversion Shares with the Preferred Shares, the “Securities”) as set forth on Schedule B, annexed hereto.
Terms of the Settlement. The Settling Parties, intending for this Agreement to constitute a full and final settlement of the Class Actions and release of the Released Claims, agree as follows:
Terms of the Settlement. 2.1 The Individual Defendants have caused their insurer to pay Active Power the amount of $1.5 million, which was used to settle the Securities Class Action.
2.2 Further, as a result of the filing, prosecution, and settlement of the Action, Active Power shall, within thirty (30) calendar days after Court approval of the Settlement, form, implement, and/or maintain a Disclosure Committee which shall be initially constituted and which shall have the duties and responsibilities substantially as set forth in the disclosure committee’s initial charter in Exhibit A attached hereto. The Disclosure Committee shall be maintained, and shall be tasked with discharging substantially and materially the same duties and responsibilities as those duties described in the committee’s initial charter, for a period of no less than three years. Active Power and the Individual Defendants also acknowledge that the prosecution and settlement of the Action was the sole factor in the formation and implementation of the Disclosure Committee and adoption of the initial charter attached hereto as Exhibit A.
2.3 Active Power and the Individual Defendants further acknowledge that the filing and prosecution of the Action was a substantial and material factor in the decision to adopt certain corporate governance reforms that were implemented at the Company after the filing of the Action, which are set forth in Exhibit B. Active Power agrees to maintain these corporate governance reforms, or substantial and material equivalents thereof, for a period of no less than three years.
2.4 Active Power and the Individual Defendants acknowledge and agree that the corporate governance reforms, additions, amendments, or formalizations identified in Exhibit A and Exhibit B attached hereto are significant and extensive and confer substantial benefits upon Active Power and its shareholders.
Terms of the Settlement. 2.1 The benefit of the Settlement is the Corporate Governance Reforms, which are fully set forth in Exhibit A attached hereto. Impinj and its Board acknowledge and agree that the filing, pendency, and settlement of the Derivative Action was the primary factor in the Company’s decision to adopt and implement the Corporate Governance Reforms. Impinj and its Board further acknowledge and agree that the Corporate Governance Reforms confer substantial benefits upon Impinj and its stockholders.
2.2 No later than thirty (30) days after the Court enters the Judgment, Impinj’s Board shall adopt resolutions and amend Board committee charters and/or the Amended and Restated Bylaws of Impinj, Inc. dated July 11, 2016 to ensure adherence to the Corporate Governance Reforms. The Corporate Governance Reforms shall remain in effect for no less than four (4) years.
Terms of the Settlement. As of the Effective Date, Plaintiff on behalf of himself, Partners Fund II and all shareholders of Partners Fund II during the time of the events alleged in the Complaint releases all Defendant Released Claims against the Defendant Released Parties, and also releases all claims against Defendants’ Counsel related to their defense of this Action. Upon the Effective Date, the Defendants release all Plaintiff Released Claims against the Plaintiff Released Parties, and also release all claims against Plaintiff’s Counsel related to their bringing and prosecuting the Action. As a result of substantial negotiation by and among the counsel representing the parties to the Stipulation, and on the basis of the representations, warranties and agreements set forth therein and subject to performance by XXX of its covenants and other obligations thereunder and the other conditions set forth therein, the Board of Directors of Partners Fund II, subject to compliance with applicable laws, rules and regulations (including without limitation Section 17 of the Investment Company Act of 1940, as amended, and Rule 17a-8 thereunder), has preliminarily determined to recommend a merger (the “Merger”) between Partners Fund II and Salomon Brothers Municipal Partners Fund Inc. (“Partners Fund”) to the shareholders of Partners Fund II at the annual meeting of shareholders of Partners Fund II to be held in or before April 2007. Shareholders of the merging fund shall receive shares in the acquiring fund with an aggregate net asset value equal to the aggregate net asset value of their shares in the merging fund at the time of the Merger. The Merger shall be on such other terms and conditions as, in the judgment of the Board of Directors of Partners Fund II, are appropriate, including that the Merger will qualify as a “tax free reorganization” under the Internal Revenue Code of 1986, as amended, and provided there has been no material change in circumstances that causes the Board of Directors of Partners Fund II to believe that the Merger is no longer in the best interest of shareholders. The Merger, if approved by the Board of Directors and the shareholders of Partners Fund II and by the Board of Directors and shareholders of Partners Fund, will be completed on, or as soon as practicable after, July 7, 2007. Further, Defendants acknowledge that Plaintiff’s counsel may have a claim for attorneys’ fees and reimbursement of expenses in this Action based upon the benefits which the Settlement...
Terms of the Settlement. As of the Effective Date, Plaintiff on behalf of himself, Partners Fund and all shareholders of Partners Fund during the time of the events alleged in the Complaint releases all Defendant Released Claims against the Defendant Released Parties, and also releases all claims against Defendants’ Counsel related to their defense of this Action. As of the Effective Date, the Defendants release all Plaintiff Released Claims against the Plaintiff Released Parties, and also release all claims against Plaintiff’s Counsel related to their bringing and prosecuting the Action. As a result of substantial negotiation by and among the parties to and counsel representing the parties to the Stipulation, and on the basis of the representations, warranties and agreements set forth therein and subject to performance by Plaintiff of his covenants and other obligations thereunder and the other conditions set forth therein, pursuant to the Stipulation: (a) Partners Fund covenants and agrees to commence a tender offer prior to June 30, 2006 for up to 10% of the then outstanding common shares of Partners Fund at a price equal to at least 98% of the net asset value of Partners Fund’s common shares as determined as of the close of the regular trading session of the New York Stock Exchange on the date the tender offer expires and (b) Partners Fund covenants and agrees to (i) commence a tender offer prior to December 31, 2006 for up to 5% of the then outstanding common shares of Partners Fund at a price equal to at least 98% of the net asset value of Partners Fund’s common shares as determined as of the close of regular trading sessions of the New York Stock Exchange on the date the tender offer expires, if during the 12 calendar weeks prior to the end of the third calendar quarter of 2006, the common shares of Partners Fund have traded on the New York Stock Exchange at an average discount from net asset value of more than 5% as of the last trading day in each week during such 12-week period and (ii) commence a tender offer in each of the second and fourth calendar quarters of 2007 and the second calendar quarter of 2008 for up to 5% of the then outstanding common shares of Partners Fund at a price equal to at least 98% of the net asset value of Partners Fund’s common shares as determined as of the close of regular trading sessions of the New York Stock Exchange on the date the tender offer expires, if during the 12 calendar weeks prior to the end of the first and third calendar quarte...
Terms of the Settlement. In full and complete satisfaction of the claims which have or could have been asserted in this Action, and subject to the terms and conditions of the Stipulation, Google has paid $20,000,000 into 24 escrow on behalf of the Class (the “Settlement Proceeds”), which has been earning interest since on or about , 2009. The Settlement Proceeds, which are inclusive of any Fee and Expense Award and incentive compensation award to Representative Plaintiffs, shall be distributed by Google (with
Terms of the Settlement. A. By execution of this Agreement, the Union hereby voluntarily withdraws and dismisses the Grievance, with prejudice. Within 14 days of full execution of this Agreement, the Union shall notify Arbitrator Handsher of the withdrawal. If the Union fails to notify Arbitrator Handsher, the Agency may submit this Agreement to Arbitrator Handsher as evidence of the Unions withdrawal.
B. The Union agrees that it hereby waives any and all actions, claims, complaints, grievances, appeals, or proceedings of any type or nature, arising from the facts giving rise to Grievance; with the exception of any grievance(s) that may arise by reason of breach of any term of this Agreement.
C. The Parties agree the term Impacted Employees, as utilized in this Agreement, shall mean those AFGE bargaining unit employees (BUEs) identified in Appendix A, attached hereto.
D. Within One Hundred-Twenty (120) days of full execution of this Agreement, the Agency will reappraise all Impacted Employees for their performance during fiscal year 2018 (FY18). In the event the Union discovers additional impacted employees who are not identified on Appendix A, the Union shall notify the Agency within 30 days of said discovery. The Parties agree to work together to reappraise those employees fiscal year 2018 performance ratings pursuant to the terms and timeframes of this Agreement dating to the Unions notice to the Agency of additional impacted employees.
E. In reappraising the Impacted Employees, the Agency will strike from consideration the Customer Relationship non-critical element (which includes the timed element, talk time) from the FY18 performance standards for all Impacted Employees then assigned to the Pharmacy Customer Care and First Party business lines.
F. In reappraising the Impacted Employees, the Agency will strike from consideration the Teamwork Critical Element (which includes the timed element, Average Handle Time) from the FY18 performance standards for the Impacted Employees then assigned to the Help Desk business line.
G. Where any Impacted Employee has separated from the Agency, the following will apply:
1. Where the reappraisal of any separated Impacted Employee results in said employee being eligible to receive a performance bonus (Eligible Separated Employee), the Agency will mail a letter via certified mail with return receipt to the employees last known address of record with the Agency notifying the employee that he/she is eligible for the bonus. See App...
Terms of the Settlement. A. By execution of this settlement agreement , the Union voluntarily withdraws its May 1, 2019 -5/1/19 actions, claims, complaints, grievances, appeals, or proceedings of whatever nature, arising from the allegations contained in NG-5/1/19, with the exception of a grievance that may arise by reason of breach of any term of this Agreement.
B. The Agency agrees to a one-time notice to be sent via email to all National Call Center bargaining unit employees that states that the Agency recognizes and intends to fulfill its obligations under the Federal Service Labor-Management Relations Statute. The notice, which is attached, will be electronically disseminated within ten
