Permit Transfer/Sale Release and Waiver of All Claims against Sector Manager; Indemnification and Hold Harmless.
Transfer Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and
Sale Notice Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.
Drag-Along Notice Prior to making any Drag-Along Sale in which the Drag-Along Shareholders wish to exercise their rights under this Section 5, the Drag-Along Shareholders shall provide the Company and the Dragged Shareholders with written notice (the “Drag-Along Notice”) not less than thirty (30) days prior to the proposed date of closing of the Drag-Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (a) the name and address of the purchasers; (b) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (c) the Drag-Along Sale Date; (d) the number of shares held of record by the Drag-Along Shareholders on the date of the Drag-Along Notice which form the subject to be transferred, sold or otherwise disposed of by the Drag-Along Shareholders; and (e) the number of Shares of the Dragged Shareholders to be included in the Drag-Along Sale, as applicable. In the event that the Drag-Along Sale Date does not occur within ninety (90) days after the date of the Drag-Along Notice, the shareholders of the Company shall have no obligations to sell their Shares unless they receive a new Drag-Along Notice or otherwise agree with the purchaser(s) in writing.
Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers
(1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer.
(2) Prior to the transfer the Escrow Agent must receive:
(a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer;
(b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received;
(c) an acknowledgment in the form of Schedule “B” signed by the transferee;
(d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and
(e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.
(3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.
Sick Leave Transfer The Board will honor written requests from a bargaining unit member to donate one or more sick leave days from the donor’s accumulated sick leave to a member under the following conditions:
1. The written request for donation of sick leave shall be forwarded to the Superintendent and the Association President who shall meet and confer if the request falls into the category of “catastrophic”. For purposes of this Section normal pregnancy shall not be considered a “catastrophic” illness. Any disagreement between the Association President and the Superintendent shall be resolved using expedited arbitration in accordance with the voluntary rules of the Federal Mediation Conciliation Services (FMCS). Expenses for the arbitrator’s services shall be equally shared by the parties.
a. Should the Association President and the Superintendent agree that the request falls in the category of “catastrophic”, they will forward the request to the Sick Leave Transfer Committee.
b. Should the Association President and the Superintendent agree that the request does not represent a catastrophic illness or injury, the request shall then be denied. The member will have the right to request expedited arbitration indicated in paragraph a. above.
2. Donated sick leave days may only be credited to a member who has, or is about to exhaust all of the members’ accumulated sick leave and personal leave due to a catastrophic illness or injury of the member or illness of child and/or spouse of the member.
3. Donated sick leave days may only be used for personal catastrophic illness/injury of the member, or illness of child and/or spouse of the member, and may not be used for the illness of other family members.
4. A sick leave donation form, authorizing the Treasurer to deduct donated sick leave days from the donor member’s accumulated sick leave and to credit the donated sick leave day(s) to the member will be sent to unit members for completion. Completed forms will be returned to the committee. The committee will provide the Treasurer with a form indicating the number of days to be transferred, from whom, and the name of the recipient.
5. Any request to donate sick leave days to a member must be submitted to the Treasurer not less than fifteen (15) days prior to any payroll that will include payment for the donated sick leave days.
6. Any member who has reached the maximum sick leave accumulation will have his accumulation reduced by the number of sick leave days donated.
7. Requests for sick leave days will be honored only as long as days are available from donors.
8. The following limitations will apply to this section:
a. No bargaining unit member who begins the school year with less than 45 days as of July 1 can donate sick days.
b. Donations from a bargaining unit member must be in units of one (1) day or more provided that the donor does not go under 45 days of accumulated sick leave.
c. Either the bargaining unit member or the member’s spouse and/or child must have the catastrophic illness or injury.
d. The bargaining unit member can use donated sick days until disability retirement is effective.
9. No member may use donated sick leave days to defer eligibility for disability retirement under STRS regulations, to claim severance pay, or to transfer to any other public employer.
10. No member may use more than thirty (30) donated sick leave days in total in any year. 18
Drag Along Right Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.
Hour Shifts When the Employer deems it necessary to implement a twelve (12) hour work day, affected employees shall be notified pursuant to Clause 14.05. The following Clauses shall be replaced or added to the Collective Agreement where appropriate.
Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).
Transfer to a safe job (a) Where an employee is pregnant and, in the opinion of a registered medical practitioner, illness or risks arising out of the pregnancy or hazards connected with the work assigned to the employee make it inadvisable for the employee to continue at her present work, the employee will, if the employer deems it practicable, be transferred to a safe job at the rate and on the conditions attaching to that job until the commencement of maternity leave.
(b) If the transfer to a safe job is not practicable, the employee may elect, or the employer may require the employee to commence parental leave for such period as is certified necessary by a registered medical practitioner.
