Employee Trust Sample Clauses

Employee Trust. At or prior to Closing, Parent shall establish a trust (the "ESOT") for the purpose of holding 1,772,324 shares of Parent Common Stock (which shall be deposited therein, collectively, by Parent, US Acquisition Sub, US Acquisition Sub II and Australia Acquisition Sub on or prior to the Closing Date) (the "ESOT Shares") for distribution to certain JLW Employees. The trust agreement and the related agreements required to establish the ESOT (the "ESOT Agreements") shall reflect the terms set forth in Annex L attached hereto and such other terms as Parent and the Sellers' Representatives shall mutually agree. The trustee of the ESOT (the "ESOT Trustee") will be determined in accordance with and shall have the rights and obligations specified in Annex L hereto and the ESOT Agreements. The ESOT Agreements shall provide (to the extent set forth in Annex L) for the creation of sub trusts within the ESOT for the benefit of employees of specified Companies, Asian Region Companies and Australasia Region Companies and the Subsidiaries thereof(each a "Sub Trust" or an "ESOT Sub Trust", which Sub Trusts shall include a "JLW Australasia ESOT Sub Trust," a "JLW Asia ESOT Sub Trust," a "JLW England ESOT Sub Trust," a "JLW Scotland ESOT Sub Trust" and the "JLW Ireland ESOT Sub Trust"), which Sub Trusts shall be controlled by one or more persons designated pursuant to the SCCA. Parent and Sellers' Representatives agree to cooperate in good faith to determine the additional requirements of the ESOT and to negotiate in good faith the satisfactory resolution of such requirements prior to Closing. The parties hereto agree that (i) 91,988 ESOT Shares (the "ESOT Escrow Shares") shall be included in the Escrow Shares and (ii) 108,895 ESOT Shares (the "ESOT Adjustment Shares") shall be included in the Adjustment Shares, in each case to be delivered to the Escrow Agent on behalf of the ESOT pursuant to Section 1.3 hereof and Section 1.3 of each of the Other Purchase Agreements.
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Employee Trust. 56 Section 6.8
Employee Trust. After the satisfaction or waiver of the conditions set forth in Section 5.1 hereof, and on the date (the "Trust Establishment Date") which is the Closing Date, if:
Employee Trust. 15. Shire agrees to recommend to the trustee of the Shire Employee Benefit Trust that the trustee will, in priority to the issue of Shares by Shire, use the Shares currently comprised in the trust to satisfy any vesting and/or exercise of options and/or awards under any of the Shire employee incentive arrangements which occurs following the date of this agreement. Retention Arrangements
Employee Trust. Concurrently with the execution hereof, the Company is establishing a deferred compensation plan providing as follows:

Related to Employee Trust

  • Guarantee Trustee; Eligibility (a) There shall at all times be a Guarantee Trustee which shall:

  • Guarantee Trustee 10 SECTION 4.1 Guarantee Trustee; Eligibility................................10 SECTION 4.2 Appointment, Removal and Resignation of Guarantee Trustee.....10

  • The Guarantee Trustee; Eligibility (a) There shall at all times be a Guarantee Trustee which shall:

  • Preferred Guarantee Trustee; Eligibility (a) There shall at all times be a Preferred Guarantee Trustee which shall:

  • Employment of foreign nationals The Contractor acknowledges, agrees and undertakes that employment of foreign personnel by the Contractor and/or its Sub-contractors and their sub- contractors shall be subject to grant of requisite regulatory permits and approvals including employment/ residential visas and work permits, if any required, and the obligation to apply for and obtain the same shall always rest with the Contractor. Notwithstanding anything to the contrary contained in this Agreement, refusal of or inability to obtain any such permits and approvals by the Contractor or any of its Sub- contractors or their sub-contractors shall not constitute a Force Majeure Event, and shall not in any manner excuse the Contractor from the performance and discharge it of its obligations and liabilities under this Agreement, and the Contractor’s liabilities hereunder shall remain unaffected by such failure, refusal or inability.

  • REMIC Administrator: Residential Funding Corporation If Residential Funding Corporation is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.

  • The Trust World Omni acknowledges and agrees that (a) WOAR will, pursuant to the Sale and Servicing Agreement, sell the Receivables to the Trust and assign its rights under this Agreement to the Trust and (b) the Trust will, pursuant to the Indenture, grant the Receivables and its rights under this Agreement and the Sale and Servicing Agreement to the Indenture Trustee on behalf of the Noteholders. World Omni hereby consents to all such sales and assignments and agrees that the Trust or, if pursuant to the Indenture, the Indenture Trustee, may exercise the rights of WOAR and enforce the obligations of World Omni hereunder directly and without the consent of WOAR.

  • RESTRICTIONS ON EMPLOYMENT OF FORMER STATE OFFICER OR EMPLOYEE The Engineer shall not hire a former state officer or employee of a state agency who, during the period of state service or employment, participated on behalf of the state agency in this agreement’s procurement or its negotiation until after the second anniversary of the date of the officer’s or employee’s service or employment with the state agency ceased.

  • The Owner Trustee’s Compensation The Depositor shall cause the Servicer to agree to pay to the Owner Trustee pursuant to Section 3.11 of the Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 or 5.4(b) of the Indenture, as applicable.

  • The Trust Fund Xxxxxx Mae, acting in its capacity as Trustee for the Lower Tier REMIC, does hereby transfer, assign, set over and otherwise convey to Xxxxxx Xxx, acting in its capacity as Trustee for the Trust Fund established hereby, all of Xxxxxx Mae’s right, title and interest in and to the Lower Tier Regular Classes, including all payments of principal and interest thereon received after the month of the Issue Date.

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