Deliveries to Executives Sample Clauses

Deliveries to Executives. (a) The Company shall deliver to the Trustee, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule') indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i) in accordance with such Executive's Agreements and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in Control. Each Payment Schedule also shall be delivered by the Company to such Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for the benefit of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of the following items: (i) the specific amount of payment requested, (ii) the specific Agreement or Agreements and the specific section or sections of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if any. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Deliveries to Executives. (a) As soon as practicable following the execution of this Agreement, the Payment Schedule shall be delivered by the Company to each Executive. A modified Payment Schedule shall be delivered by the Company to each Executive at each time that a modified Payment Schedule is delivered by the Company to the Trustee under Section 2.01(c) hereof. Except as otherwise provided herein, the Trustee shall make payments to the Executives in accordance with the most recent Payment Schedule.
Sample 1Sample 2
Deliveries to Executives. (a) As soon as practicable after the Executive's retirement or other termination of employment prior to a Change in Control, the Trustee shall make payments to an Executive in accordance with the most recent Payment Schedule delivered by the Company. Prior to the commencement of payments to the Executive the Company shall deliver to the Executive a Payment Schedule setting forth all amounts payable from the Plans (an Individualized Payment Schedule). As soon as practicable after an Executive's retirement or other termination of employment following a Change in Control, the Trustee shall deliver to that Executive an Individualized Payment Schedule. Except as otherwise provided herein, the Trustee shall make payments to the Executive in accordance with the Individualized Payment Schedule.
Sample 1

Related to Deliveries to Executives

  • Benefits to Executive Subject to and conditional upon Executive executing this Agreement and not revoking his acceptance hereof within the timeframes specified below, Company agrees to provide Executive with the following benefits:

  • REASONS FOR AND BENEFITS OF THE TRANSACTIONS Jiaogong Maintenance and Zhejiang Shunchang fully understand business and operating needs of LongLiLiLong Co, and maintain effective communication to provide more quality services to LongLiLiLong Co. Both Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to LongLiLiLong Co. In addition, LongLiLiLong Co went through a tender process and obtained the relevant quotations from other independent service providers to select the service provider of the Maintenance Services. Zhejiang Shunchang and Jiaogong Maintenance finally won the respective tenders. The transactions contemplated under the Agreements are and will be conducted in the ordinary and usual course of business of the Group, and the consideration paid by LongLiLiLong Co to Jiaogong Maintenance and Zhejiang Shunchang, respectively, will not be higher than the average market price and will not be less favourable than those provided by other independent service providers to LongLiLiLong Co for similar services. Given the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Agreements are on normal commercial terms, in the ordinary and usual course of business of the Group and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS IN RELATION TO THE DEDICATED ROAD MAINTENANCE AGREEMENTS As at the date of this announcement, LongLiLiLong Co is a wholly owned subsidiary of the Company. As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each of Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Therefore, Zhejiang Shunchang and Jiaogong Maintenance are connected persons of the Company and as a result, the respective transactions contemplated under the Dedicated Road Maintenance Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Dedicated Road Maintenance Agreements are required to be aggregated with the respective transactions contemplated under the Previous Road Maintenance Agreements which were continuing connected transactions entered into with the same connected persons. As the applicable percentage ratios in respect of the aggregated annual cap for transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Road Maintenance Agreements are more than 0.1% but less than 5%, the transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx and Mr. Xxx Xx, being Directors, are deemed to have material interests in the Dedicated Road Maintenance Agreements as they are also employed by the Communications Group as at the date of Board meeting on April 30, 2021 and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Dedicated Road Maintenance Agreements, and none are required to abstain from voting on the relevant resolutions of the Board.

  • Executive’s Release of the Company Executive understands that by agreeing to this Release, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Release.

  • Executive’s Representations Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

  • REASONS FOR AND BENEFITS OF THE TRANSACTION The Group is principally engaged in the development, sale, lease, investment and management of properties in the PRC and the sales of electronic and electrical related products and sales of building related materials and equipment. Each of the Merchants Foshan and Foshan Hongtai would benefit from the cooperation in order to exert their strengths, grasp market opportunities and enhance their investment portfolio in the property market in the PRC, which would improve the capital efficiency and effectiveness, reduce the investment risks and thus a greater return could be created for the Shareholders. The terms of the Cooperation Agreement have been arrived at after arm’s length negotiations between the parties. The Directors (including the independent non-executive Directors) have confirmed that the Acquisition and the terms of the Cooperation Agreement (including the financing and profit distribution arrangements) and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole.

  • Adviser’s Compensation Each Fund shall pay to the Adviser, as compensation for the Adviser’s services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by each Fund. The method for determining net assets of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund’s Registration Statement. In the event of termination of this Agreement, the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month.

  • Employees and Benefits (a) As of the Closing, Seller shall terminate the employment of all of its Employees identified on Schedule 5.5(a) of the Disclosure Schedule (the “Subject Employees”). Schedule 5.5(a) of the Disclosure Schedule hereto may be amended from time to time prior to the Closing to (i) delete any individuals who are no longer employed by Seller or (ii) upon the mutual written agreement of Purchaser and Seller, add or remove any other individuals. Purchaser, in cooperation with Seller, shall, at least two Business Days prior to the Closing Date and effective as of the Closing Date, extend a written offer of employment to those employees selected by Purchaser, in its sole and absolute discretion (the “Selected Employees”), at a level and with responsibilities that are substantially commensurate with their employment with Seller and at a wage or salary and other compensation not less than the respective wages or salaries and other compensation specified for such Selected Employees on Schedule 3.11 of the Disclosure Schedule. Those Selected Employees who accept offers of employment with Purchaser and who become employees of Purchaser as of the Closing Date are referred to as “Transferred Employees.” Purchaser agrees that in the event that it determines that it may not offer employment to sufficient numbers of employees to avoid the notice and other requirements of the WARN Act, Purchaser will give Seller immediate notice thereof which will be sufficiently in advance of the Closing of the purchase of the Business that Seller will be able to comply with the notice requirements of the WARN Act and Purchaser will indemnify, defend and hold Seller harmless from any liability or obligations under the WARN Act if Purchaser should fail to do so or if Seller otherwise incurs liability under the WARN Act as a result of Purchaser’s actions in connection with this transaction.

  • Managers Compensation Any or all Managers may receive such reasonable compensation for their services, whether in the form of salary or otherwise, with expenses, if any, as the Board of Managers may from time to time determine.

  • Salaries and Benefits (i) Seller shall be responsible for (A) the payment of all wages and other remuneration due to Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata bonus payments and all vacation pay earned prior to the Closing Date; and (B) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA.

  • SUB-ADVISER'S COMPENSATION The Fund shall pay to the Sub-Adviser, as compensation for the Sub-Adviser's services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Fund. The Sub-Adviser will be compensated based on the portion of Fund assets allocated to the Sub-Adviser by the Adviser. The method for determining net assets of the Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund's prospectus. In the event of termination of this Agreement, the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month.

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