At the election Sample Clauses

At the election of the Executive For A Material Breach By the ------------------------------------------------------------- Company of the Terms of this Agreement. The Executive may terminate his -------------------------------------- employment hereunder in the event that the Company materially breaches the terms of this Agreement, provided that the Executive presents the Company with written notice of such event within thirty (30) days of the date the Executive knew of such event, and it is not corrected by the Company within thirty (30) days of the date the Executive provides such written notice to the Company. In the event the Executive terminates his employment under this Section 4(F), Executive shall be eligible for severance payments upon satisfaction of conditions as set forth in 4(G).
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At the election of the Executive For Good Reason. The Executive may terminate his employment hereunder for "Good Reason." "Good Reason" is defined as: (1) a material diminution in the nature or scope of the Executive's responsibilities, duties or authority; provided, however, that the transfer of certain job responsibilities, including but not limited to supervisory responsibilities, from the Executive to the future Chief Operating Officer or to other senior executives who the Company expects to hire over the term of this Agreement, or the assignment to others of the duties and responsibilities of the Executive while the Executive is out of work due to a disability or on a leave of absence for any reason, shall not constitute a material diminution in the nature or scope of the Executive's responsibilities, duties or authority as set forth in this Section; or (2) a relocation of the Executive to a location greater than fifty (50) miles from Lowell, Massachusetts, except that a transfer back to England will not constitute a "relocation" under this Section. Any event described in provisions 4(E)(l) and (2) above shall not constitute Good Reason unless the Executive provides the Company with written notice of such event within thirty (30) days of the date the Executive knew of such event, and it is not corrected by the Company within thirty (30) days of the date the Executive provides such written notice to the Company.
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At the election of the Consultant, upon not less than six months prior written notice of termination.
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At the election of the person alleging conduct constituting a sexual assault 18 dispute or a sexual harassment dispute, or the named representative of a class or 19 a collective action alleging such conduct, no pre-dispute arbitration agreement or 20 pre-dispute joint action waiver shall be valid or enforceable with respect to a case 21 filed under Kentucky law that relates to a sexual assault dispute or the sexual 22 harassment dispute.
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At the election of the Borrower Agent, the Borrower Agent may at any time after the Fourth Amendment Effective Date, with at least sixty (60) days prior written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request a one-time dollar-for-dollar reallocation of U.S. Revolving Credit Commitments to Canadian Revolving Credit Commitments in aggregate amount not to exceed $40,000,000 (such reallocation, the “Canadian Reallocation”); provided that (i) no Default or Event of Default shall exist or would exist after giving effect to the Canadian Reallocation, (ii) the U.S. Revolving Credit Commitments shall be permanently and simultaneously reduced in the aggregate by the amount of the Canadian Reallocation, (iii) all fees and expenses owing to the Administrative Agent and the relevant Lenders in respect of the Canadian Reallocation shall have been paid, (iv) the Canadian Reallocation shall be subject to the same terms and conditions as the applicable Revolving Credit Facility and (v) the aggregate amount of the Canadian Reallocation shall not be less than $10,000,000. The Canadian Reallocation may be provided by one or more existing Lenders (it being understood and agreed that no existing Lender will have an obligation to provide any portion of the Canadian Reallocation) or an Affiliate thereof. U.S. Revolving Credit Commitments in respect of the Canadian Reallocation shall become Canadian Revolving Credit Commitments under the Canadian Revolving Credit Facility pursuant to an amendment (an “Reallocation Amendment”) to Schedule 2.01 (with a joinder agreement in the case of any Affiliate of a Lender providing any portion of such Canadian Reallocation), executed by (x) the Administrative Agent, (y) each Lender and Affiliate of a Lender agreeing to provide any portion of the Canadian Reallocation and (z) the Loan Parties, and reaffirmations of the Loan Documents executed by the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. The Reallocation Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.19. The effectiveness of the Reallocation Amendment shall be subject to (x) the satisfaction of the conditions set forth in Section 2.19(b...
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At the election of the Buyer and as determined by Buyer in its sole discretion, the Company shall take all appropriate and necessary action to terminate some or all of the Benefit Plans (including without limitation all pension and 401(k) plans) immediately prior to the Closing, such that neither the Company nor the Buyer shall have any liabilities or obligations under such Benefit Plans on and after the Closing.
Sample 1

Related to At the election

  • Written Election At the time you make a rollover or conversion to a Xxxx XXX, you must designate in writing to the custodian your election to treat that contribution as a rollover or conversion. Once made, the election is irrevocable.

  • Section 336(e) Election If Parent determines, in its sole discretion, that a protective election under Section 336(e) of the Code (a “Section 336(e) Election”) shall be made with respect to the Distribution, NewCo shall (and shall cause the relevant members of the NewCo Group to) join with Parent or the relevant members of the Parent Group in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to the Distribution, then this Agreement shall be amended in such a manner as is determined by Parent in good faith to take into account such Section 336(e) Election (including by requiring that, in the event the Distribution fails to have Tax-Free Status and Parent is not entitled to indemnification for the Tax-Related Losses arising from such failure, NewCo shall pay over to Parent any Tax Benefits realized by the NewCo Group arising from the step-up in Tax basis resulting from the Section 336(e) Election).

  • Section 83(b) Election The Grantee may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To Owens Corning: The undersigned herexx xxrevocably elects to exer cise _______________ Rights represented by this Right Cer tificate to purchase the shares of Preferred Stock issuable upon the exercise of such Rights and requests that certifi cates for such shares be issued in the name of: Xxease insert social security or other identifying number __________________________________________________________ (Please print name and address) __________________________________________________________ If such number of Rights shall not be all the Rights evi denced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number __________________________________________________________ (Please print name and address) __________________________________________________________ Dated:__________________, ____ [Form of Election to Purchase -- continued] __________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate.)

  • Net Issue Election The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

  • Election The undersigned holder (the "Selling Securityholder") of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto. Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement. The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete: QUESTIONNAIRE

  • Notice of Election to Purchase and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a Record Date selected by the General Partner), together with such information as may be required by law, rule or regulation, at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be filed and distributed as may be required by the Commission or any National Securities Exchange on which such Limited Partner Interests are listed. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner Interests, upon surrender of Certificates representing such Limited Partner Interests, in the case of Limited Partner Interests evidenced by Certificates, or instructions agreeing to such redemption in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which such Limited Partner Interests are listed. Any such Notice of Election to Purchase mailed to a Record Holder of Limited Partner Interests at his address as reflected in the Register shall be conclusively presumed to have been given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership, as the case may be, shall deposit with the Transfer Agent or exchange agent cash in an amount sufficient to pay the aggregate purchase price of all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of Election to Purchase shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate or redemption instructions shall not have been surrendered for purchase or provided, respectively, all rights of the holders of such Limited Partner Interests (including any rights pursuant to Article IV, Article V, Article VI, and Article XII) shall thereupon cease, except the right to receive the purchase price (determined in accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests, in the case of Limited Partner Interests evidenced by Certificates, or instructions agreeing to such redemption, and such Limited Partner Interests shall thereupon be deemed to be transferred to the General Partner, its Affiliate or the Partnership, as the case may be, in the Register, and the General Partner or any Affiliate of the General Partner, or the Partnership, as the case may be, shall be deemed to be the Record Holder of all such Limited Partner Interests from and after the Purchase Date and shall have all rights as the Record Holder of such Limited Partner Interests (including all rights as owner of such Limited Partner Interests pursuant to Article IV, Article V, Article VI and Article XII).

  • Election to Purchase (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [ ] shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of Parsec Capital Acquisitions Corp (the “Company”) in the amount of $[ ] in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of [ ], whose address is and that such shares of Common Stock be delivered to [ ] whose address is [ ]. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ]. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Common Stocks be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ]. Date: , 20[ ] (Signature) (Address) (Tax Identification Numbers) Signature Guaranteed THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). EXHIBIT B PRIVATE PLACEMENT WARRANTS, WORKING CAPITAL WARRANTS, AND EXTENSION WARRANTS LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG PARSEC CAPITAL ACQUISITIONS CORP (THE “COMPANY”), PARSEC ACQUISITIONS SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND COMMON STOCKS OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” No. Warrants

  • Borrowing/Election Notice The Borrower shall give the Administrative Agent an irrevocable Borrowing/Election Notice of each conversion of a Floating Rate Loan into a Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan not later than 11:00 a.m. (Chicago time) three (3) Business Days prior to the date of the requested conversion or continuation, specifying: (i) the requested date (which shall be a Business Day) of such conversion or continuation; (ii) the amount and Type of the Loan to be converted or continued; and (iii) the amount of Eurodollar Rate Loan(s) into which such Loan is to be converted or continued, and the duration of the Interest Period applicable thereto.