Certain Executives Clause Samples

Certain Executives. (a) The CEO (in his capacity as the CEO of the Company or as the chief executive of each of the Subsidiaries of the Company) may not, at any time on or prior to the second anniversary of the Effective Date, terminate any Key Executive’s employment or consulting arrangement with, or service as a manager or director (or equivalent governing representative) of, any of the Company’s Subsidiaries, unless the Board (or equivalent governing body of the applicable Subsidiary of the Company) makes a determination of Just Cause and approves such termination; it being agreed that, after the second anniversary of the Effective Date, the CEO (in his capacity as the CEO of the Company and the chief executive of each of its Subsidiaries) may, in his sole discretion and for any reason whatsoever, cause any such termination of a Key Executive. In the event any Key Executive’s employment or consulting arrangement with, or service as a manager or director (or equivalent governing representative) of, any of the Company’s Subsidiaries is terminated for any reason whatsoever, other than for Just Cause, the CEO (in his capacity as the CEO of the Company and/or as the chief executive of the applicable Subsidiaries of the Company) shall be responsible for the replacement of such Person and such replacement shall be subject to the approval of a majority of the Qubica Managers (in their capacity as members of the Board or members of the equivalent governing body of the applicable Subsidiaries of the Company); provided that if any such termination is for Just Cause, such replacement shall be subject only to the approval of the Board (or the equivalent governing body of the applicable Subsidiaries of the Company); provided, further, the foregoing shall not limit Qubica’s right to designate the Qubica Managers or the Qubica Sub Directors. (b) If, at any time on or prior to the third anniversary of the Effective Date, any Key Executive voluntarily terminates his service as a manager or director (or equivalent governing representative) of the Company or any of its Subsidiaries, or his employment or consulting arrangement with any of the Company’s Subsidiaries, for any reason whatsoever, AMF shall immediately have the ability to exercise its rights pursuant to Section 10.1 and, if applicable, Section 10.2 below, unless such termination is (i) due to the death or disability of such Key Executive (as determined in good faith by the board of directors or managers (or equivalent governing bod...

Certain Executives. (i) The Seller shall use its reasonable best efforts to obtain prior to the Closing a written non- competition agreement from each Named Executive prohibiting such Named Executive from working for or being connected with any business competing with the direct response business of ▇▇▇▇▇▇▇▇ until at least the one-year anniversary of the Closing Date. (ii) If ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ does not continue his employment with ▇▇▇▇▇▇▇▇ or the Buyer until the six-month anniversary of the Closing Date, the Seller shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ (provided that ▇▇. ▇▇▇▇▇ is then still in the employ of the Seller, its Affiliates or any successor thereof, it being understood that the Seller shall not terminate ▇▇. ▇▇▇▇▇ except for cause) to be seconded to the Buyer or ▇▇▇▇▇▇▇▇ at the Buyer's or ▇▇▇▇▇▇▇▇'▇ facilities for the majority of his working days (or such longer period as is necessary to manage ▇▇▇▇▇▇▇▇'▇ information systems in a satisfactory manner) during such six-month period. ▇▇. ▇▇▇▇▇'▇ salary during such period shall be paid by the Seller. (iii) If ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ do not continue their employment with ▇▇▇▇▇▇▇▇ or the Buyer through the six-month anniversary of the Closing Date, the Seller shall cause ▇▇▇▇ ▇▇▇ (provided that ▇▇. ▇▇▇ is then still in the employ of the Seller, its Affiliates or any successor thereof, it being understood that the Seller shall not terminate ▇▇. ▇▇▇ except for cause) to be made available to ▇▇▇▇▇▇▇▇ or the Buyer at ▇▇▇▇▇▇▇▇'▇ or the Buyer's facilities for the majority of his working days (or such longer period as is necessary) during such six-month period. ▇▇. ▇▇▇'▇ salary shall be paid during such period by the Seller. (iv) The Buyer agrees to offer, prior to the Closing, employment to each of the Named Executives, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ for a term of at least six months following the Closing Date.