Xxxxxxx Polymer Employee Receives Offer For a Set Term Sample Clauses

Xxxxxxx Polymer Employee Receives Offer For a Set Term. An offer of employment from Buyer in accordance with this Section 12.03(a) shall be an “Offer For a Set Term” if it is limited, by its express terms, to a predetermined period of less than two years measured from the effective date of the offer. Except as provided in Section 12.03(c), neither Sellers nor Buyer (nor their Affiliates) shall be obligated to provide any Severance Benefits to any Xxxxxxx Polymer Employee who accepts an offer of employment from Buyer, even if such offer is an Offer for a Set Term. Neither Sellers nor Buyer shall be obligated to provide any Severance Benefits to any Xxxxxxx Polymer Employee who receives a Qualifying Offer from Buyer or its Affiliates but who declines such Qualifying Offer, even if the offer is an Offer for a Set Term.
Sample 1Sample 2
AutoNDA by SimpleDocs
Xxxxxxx Polymer Employee Receives Offer For a Set Term. An offer of employment from Buyer in accordance with this Section 12.03(a) shall be an “Offer For a Set Term” if it is limited, by its express terms, to a predetermined period of less than two years measured from the effective date of the offer. Except as provided in Section 12.03(c), neither Sellers nor Buyer (nor their Affiliates) shall be obligated to provide any Severance Benefits to any Xxxxxxx Polymer Employee who accepts an offer of employment from Buyer, even if such offer is an Offer for a Set Term. Neither Sellers nor Buyer shall be obligated to provide any Severance Benefits to any Xxxxxxx Polymer Employee who receives a Qualifying Offer from Buyer or its Affiliates but who declines such Qualifying Offer, even if the offer is an Offer for a Set Term. Notwithstanding the terms of Section 13.04 below, JohnsonDiversey or its Affiliates may solicit for employment and hire any Xxxxxxx Polymer Employee who declines an Offer for a Set Term that does not otherwise meet the requirements for a Qualifying Offer. JohnsonDiversey or its Affiliates shall provide the Severance Benefits identified on Exhibit 12.03(a) hereto to any Xxxxxxx Polymer Employee who declines an Offer for a Set Term that does not otherwise meet the requirements for a Qualifying Offer, provided that such Xxxxxxx Polymer Employee is not employed by JohnsonDiversey or its Affiliates, or by the Buyer or one of its Affiliates, on the day immediately following the Closing Date. Buyer shall reimburse Sellers or their Affiliates, as the case may be, for the cost of any and all such Severance Benefits provided by Sellers or their Affiliates to any former Xxxxxxx Polymer Employee described in the prior sentence. If JohnsonDiversey or one of its Affiliates hires any such Xxxxxxx Polymer Employee following the day after the Closing and within six (6) months of the Closing, then Sellers shall reimburse Buyer for one hundred percent (100%) of the cost of any Severance Benefits which were reimbursed by Buyer with respect to such Xxxxxxx Polymer Employee, and (y) if JohnsonDiversey or one of its Affiliates hires any such Xxxxxxx Polymer Employee more than six (6) months after the Closing but less that eighteen (18) months after the Closing, then Sellers shall reimburse Buyer for fifty percent (50%) of the cost of any Severance Benefits which were reimbursed by Buyer with respect to such Xxxxxxx Polymer Employee. The parties agree to in good faith to determine the timing of payment and/or reimbursement...
Sample 1

Related to Xxxxxxx Polymer Employee Receives Offer For a Set Term

  • Subsequent Employment You agree that, while employed by NCR and for 1 year thereafter, you will communicate the contents of this Agreement to any person, firm, association, partnership, corporation or other entity which you intend to become employed by, contract for, associated with or represent, prior to accepting and engaging in such employment, contract, association and/or representation.

  • Death After Termination of Employment But Before Benefit Payments Commence If the Executive is entitled to benefit payments under this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the benefit payments to the Executive's beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive's death.

  • Mail Received After Closing Following the Closing, Apple may receive and open all mail addressed to the Seller that Apple believes relates to the Business and, to the extent that such mail and the contents thereof relate to the Business or the Acquired Assets, deal with the contents thereof in its discretion, and to the extent that it does not relate thereto, shall promptly deliver same to Seller.

  • Existing Term Lenders / Cashless Settlement Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term1 Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

  • No Other Employment; Minimum Time Commitment During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) hold no other employment without the express written approval of the Board. The Executive’s service on the boards of directors (or similar body) of other business entities is subject to the approval of the Board. The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is then in competition with any business of the Company or any of its Affiliates, successors or assigns.

  • Valid Issuance; Available Shares; Affiliates All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

  • Change of Control Period “Change of Control Period” means the period beginning on the date three (3) months prior to, and ending on the date that is twelve (12) months following, a Change of Control.

  • Death After Separation from Service But Before Benefit Distributions Commence If the Executive is entitled to benefit distributions under this Agreement, but dies prior to the commencement of said benefit distributions, the Bank shall distribute to the Beneficiary the same benefits that the Executive was entitled to prior to death except that the benefit distributions shall commence within thirty (30) days following receipt by the Bank of the Executive’s death certificate.

  • Procedures to Exercise the Fundamental Change Repurchase Right (a) To exercise its Fundamental Change Repurchase Right for a Bond following a Fundamental Change, the Holder thereof must deliver to the Company:

  • Six Month Delay for Specified Employees If any payment, compensation or other benefit provided to the Executive in connection with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a “specified employee” as defined in Section 409A, no part of such payments shall be paid before the day that is six months plus one day after the Executive’s date of termination or, if earlier, the Executive’s death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.