The Non-US Plan Sample Clauses

The Non-US Plan. Each of 3Com and Palm shall take, and shall cause each member of its respective Group to take, such action as reasonably necessary to consummate the transactions contemplated by the Non-US Plan (whether prior to, on or after the Separation Date). Notwithstanding anything in this Agreement, the Separation Agreement or in any other Ancillary Agreement to the contrary, no party to a Local Transfer Agreement shall be entitled to receive or retain any Asset unless such party shall have paid any consideration contemplated to be paid in connection therewith pursuant to the Non-US Plan.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
The Non-US Plan. Each of Millipore and MMI shall take, and shall cause each member of its respective Group to take, such action as reasonably necessary to consummate the transactions contemplated by the Non-US Plan (whether prior to, on or after the Separation Date). Unless otherwise agreed in writing by the Chief Financial Officers of Millipore and MMI, notwithstanding anything in this Agreement, the Separation Agreement or in any other Ancillary Agreement to the contrary, (i) no party to a Local Transfer Agreement shall be entitled to receive or retain any Asset unless such party shall have paid any consideration contemplated to be paid in connection therewith pursuant to the Non-US Plan; and (ii) no term or provision of a Local Transfer Agreement which is inconsistent with the Non-US Plan shall be effective. 2.2.1. Effective on the Separation Date, Millipore shall transfer all of its right title and interest or cause Millipore Subsidiaries to transfer all of their right title and interest in and to the issued and outstanding capital stock of the Subsidiaries listed on Schedule 2.3.2 of the Separation Agreement in accordance with the procedures specified in the Non-U.S. Plan and shall assume or cause a Millipore Subsidiary to assume the Liabilities other than the MMI Liabilities of each such Subsidiary in accordance with the Non-U.S. Plan.
Sample 1Sample 2
The Non-US Plan. Each of NCR and Teradata shall take, and shall cause each member of its respective Group to take, such action as reasonably necessary to consummate the transactions contemplated by the Non-U.S. Plan (whether prior to or after the Effective Time).
Sample 1Sample 2
The Non-US Plan. Each of BMS and MJN shall take, and shall cause each Person in its respective Group to take, all commercially reasonable actions as may be necessary to consummate the transactions contemplated by the Non-U.S. Plan (whether on, prior to or after the Separation Date). Notwithstanding anything in this Agreement or in any Ancillary Agreement to the contrary, no party shall be entitled to receive or retain any Asset unless such party shall have paid any consideration contemplated to be paid by it in connection therewith pursuant to the Non-U.S. Plan.
Sample 1Sample 2
The Non-US Plan. Each of Eaton and Axcelis Technologies shall take, and shall cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Non-US Plan (whether prior to, on or after the Separation Date), including execution and delivery of the Local Transfer Agreements contemplated by the Non-US Plan. Notwithstanding anything in the Separation Agreement, this Agreement or any other Ancillary Agreement to the contrary, no party to a Local Transfer Agreement shall be entitled to receive or retain any Asset unless such party shall have paid any consideration contemplated to be paid in connection therewith pursuant to the Non-US Plan.
Sample 1
The Non-US Plan 
Sample 1Sample 2

Related to The Non-US Plan

  • Stock Plan Each stock option granted under any stock option plan of the Company (each, a “Stock Plan”) was granted with a per share exercise price no less than the fair market value per Common Share on the grant date of such option, and no such grant involved any “back-dating,” “forward-dating” or similar practice with respect to the effective date of such grant; each such option (i) was granted in compliance with applicable law and with the applicable Stock Plan(s), (ii) was duly approved by the board of directors (or a duly authorized committee thereof) of the Company or such Subsidiary, as applicable, and (iii) has been properly accounted for in the Company’s consolidated financial statements and disclosed, to the extent required, in the Company’s filings or submissions with the Commission and the Canadian Qualifying Authorities.

  • Option Plan This Option is subject to certain additional terms and ----------- conditions set forth in the Plan pursuant to which this Option has been issued. Optionee acknowledges receipt of a copy of the Plan on file with the Secretary of the Company and, by acceptance hereof, agrees to and accepts this Option subject to the terms of the Plan. Except as otherwise defined herein, defined terms used in this Agreement shall have the meaning ascribed thereto in the Plan.

  • Compensation Plan 1. Subject to any applicable regulation and the Company's/its contractor approval, the applicant shall choose a Compensation Plan on the Affiliate Participation Form. An Affiliate may not change the elected Compensation Plan. 2. The Company/its contractor may change an Affiliate's Compensation Plan, at any time and at its sole and absolute discretion, by sending such Affiliate a notice to such effect by e-mail. In the event Affiliate does not agree to such change, it shall notify the Company by return e-mail within three (3) days of receiving such notice from the Company, and the Agreement shall terminate immediately. In the event Affiliate does not notify the Company within three (3) days from the notice, it shall be deemed as an approval by the Affiliate to such change in the Compensation Plan. It is hereby clarified that Affiliate will continue to receive payment with respect to Traders identified by a Tracker ID prior to the date of any such change in the Compensation Plan, in accordance with the applicable Compensation Plan at the date such Traders registered to the Site(s).

  • Incentive Plan During the Term, the Employee shall be eligible for incentive compensation in accordance with the following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of the Company Net Income (as defined below) for such calendar year (the “Annual Net Income Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company Net Income for such calendar year equals or exceeds ninety percent (90%) of the Annual Net Income Target for such calendar year. The threshold referred to in the immediately preceding sentence shall hereinafter be referred to as the “Annual Net Income Threshold.” For all purposes of this Employment Agreement, “Company Net Income” shall mean the net income of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied, as adjusted to exclude (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, in each case net of related tax benefit, and (y) other appropriate items as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”). The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Department Performance Percentage and the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the maximum percentages for each of the Department Performance Percentage (the “Department Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) shall be established by the Compensation Committee for such calendar year within a range of forty percent (40%) and sixty percent (60%); provided that the sum of such percentages shall equal one hundred percent (100%) each calendar year. If the Compensation Committee shall not timely establish either or both of the Department Maximum Performance Percentage or the Company Maximum Performance Percentage for the calendar year 2008, each of such percentages shall be fifty percent (50%). If the Compensation Committee shall not timely establish either or both of the Department Maximum Performance Percentage or the Company Maximum Performance Percentage for any future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department Performance Percentage and the Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).

  • Incorporation of Plan Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

  • Equity Plan For purposes of this Agreement, “Equity Plan” means the CS Disco, Inc. 2021 Equity Incentive Plan, as amended from time to time, or any successor plan thereto.

  • METHOD OF AWARD AND PROCEDURE FOR AWARDING A SOW AGREEMENT 5.1. Contractor selection, or the determination to terminate the SOW-RFP without award, shall be done in the best interest of the State.

  • Stock Option Plan The Executive shall be eligible to participate in the Company's Stock Option Plan in accordance with the terms and conditions thereof.

  • DEFINITIONS AND INCORPORATION BY REFERENCE

  • Stock Incentive Plan Executive shall be eligible for awards under the Employer’s Stock Incentive Plan. The type, timing and size of awards will be at the discretion of the Board of Directors.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!