Certain Executives Clause Samples

Certain Executives. Buyer agrees to employ the following individuals for a term commencing on the Closing Date and ending January 29, 1999 (the "Employment Term"): Matt▇▇▇ ▇▇▇▇▇▇; ▇▇ch▇▇▇ ▇▇▇▇▇▇; ▇▇d Robe▇▇ ▇▇▇▇▇ (▇▇llectively, the "Management Personnel"). The compensation to be paid to the Management Personnel is summarized in Exhibit 5.1 attached hereto. Adri▇▇▇ ▇▇▇▇▇▇▇, ▇▇other executive of Seller, will be employed for the term, for the compensation, and under the conditions of employment set forth in her July 16, 1996, employment contract with Seller, a copy of which is attached hereto as Exhibit 5.1A.
View Source
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...
View Source
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.
View Source

Related to Certain Executives

  • Certain Compensation Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

  • Compensation of the Executive 3 4. Termination.........................................................................

  • Employment of Executive Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth.

  • Terms of Employment This Section 2 sets forth the terms and conditions on which the Company agrees to employ Executive during the period (the “Protected Period”) beginning on the first day during the Term of this Agreement on which a Change of Control occurs and ending on the second anniversary of that date, or such earlier date as Executive’s employment terminates as contemplated by Section 3.

  • Employment and Employee Benefits Matters (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance. (b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time. (c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. (d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.