Executives. The Executive promises and agrees that during the Period of Employment and for a period of one (1) year thereafter, the Executive will not, directly or indirectly, individually or as a consultant to, or as an employee, officer, stockholder, director or other owner of or participant in any business, solicit (or assist in soliciting) any person who is then, or at any time within six (6) months prior thereto was, an employee of an entity within the Company Group who earned annually $25,000 or more as an employee of such entity during the last six (6) months of his or her own employment to work for (as an employee, consultant or otherwise) any business, individual, partnership, firm, corporation, or other entity whether or not engaged in competitive business with any entity in the Company Group.
Executives. Each Executive represents and warrants that as of the date of this Agreement (a) except as permitted by this Agreement or the Stock Purchase Agreement, the Executive's Shares are not subject to any Lien (as defined above); and (b) neither the execution and delivery of this Agreement nor the observance or performance of its terms by the Executive violates, or creates any Lien with respect to the Executive's Shares, pursuant to any statute, ordinance, regulation, order, judgment or decree applicable to the Executive or the Executive's Shares or any agreements to which the Executive or the Executive's Shares are bound.
Executives. The compensation, benefits, payments, accelerations, share options and share appreciation rights of the "Executives" and the trustees of Wellsford, as set forth in Exhibit "J" to this Agreement, shall be satisfied at the Effective Time in accordance with the terms set forth in Exhibit "J" and Schedule 5.10(g) to the Wellsford Disclosure Letter. For purposes of valuing all existing options to be converted into options to purchase common shares of Newco, Wellsford has utilized the Merrill Lynch trading desk formula pricing model and take into account the number of options held, the exercise price and duration thereof, the volatility of the market price of the shares involved, and other required factors.
Executives. Any (i) grant of any severance or termination pay to any Executive of Total or its Subsidiaries, (ii) entering into of any written employment, deferred compensation, consulting or other similar agreement (or any amendment to any such existing agreement) with any Executive of Total or its Subsidiaries, (iii) increase in benefits payable to any Executive of Total or its Subsidiaries under any existing severance or termination pay policies or employment agreements, or (iv) increase in compensation, bonus or other benefits payable to any Executive of Total or any of its Subsidiaries.
Executives. Description - Provides executive management and general administrative services. Method of Allocation - Executive Management Services will be allocated based on the average of the Revenue Ratio, the Total Assets Ratio and the Total Common Equity Ratio, with 20 percent of Common Equity assigned to New Century Energies, Inc.
Executives. In the event that a Dispute cannot be resolved pursuant to SECTIONS 15.2, the Dispute shall be referred to a meeting of the Senior Vice-President, Small Business Banking or the equivalent thereof at CIBC and the Chief Executive Officer or the equivalent thereof at Innofone with the Representatives for resolution. If such individuals are unable to resolve the dispute within five (5) Business Days after referral of the matter to them, the Dispute shall be referred for resolution in accordance with SECTION 15.4, unless another interim process is mutually agreed upon by the Parties.
Executives. The Company undertakes that if (i) either the Chief Financial Officer, or the Chief Executive Officer ceases or (ii) more than one Executive together cease (whether by reason of death, retirement at normal retiring age, ill health or otherwise) to perform the functions for which he was or they were (as the case may be) employed it will within 6 months of such Executive ceasing to perform such functions have offered to a Person or Persons (as the case may be) having the appropriate qualifications, background and experience, the position of the relevant Executive or Executives (as the case may be) and such Person or Persons (as the case may be) shall have accepted such offer in writing and the Company will procure that each such Person shall have taken up his duties as the relevant Executive of the Company within 6 months of each such Executive ceasing to perform such functions.
Executives. Each of Parent and the Parent Subsidiaries and the Company and the Company Subsidiaries shall consult in writing with the other party prior to appointing or agreeing to appoint, any individual who on or after the Effective Time will hold a position as an executive officer of Parent or the Company, as the case may be.