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, the Stock Purchase Agreement or the Second 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 Xxxxxxx Xxxxx 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. “Frankfort First Executives” shall mean the individuals who serve as executive officers of Frankfort First or the Bank.
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. Each Executive shall not transfer any of his Shares in a private sale (excluding market transactions), except in accordance with Section 6 of this Agreement. In addition, each Executive has not transferred since March 16, 1999 through the date of this Agreement and shall not transfer any of his Shares, including Shares acquired by the exercise of stock options, in a market transaction until after the Company publicly announces its earnings for the second quarter of fiscal year 1999 (the "Earnings Announcement"). Each Executive agrees that in the event that he has transferred since March 16, 1999 or does transfer any of his Shares in a market transaction prior to the Earnings Announcement, he shall immediately pay to the Company the amount of any gain he realized on such transfer to the extent that the purchase price paid for his Shares in such transaction exceeded $2.25 per share.
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. 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.
Executives. Each Executive shall not transfer any of his Shares in a private sale (excluding market transactions), except in accordance with Section 6 of this Agreement.
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. ALLOCATION RATIOS The following ratios will be utilized as outlined above. SALES RATIO - Based on firm kilowatt-hour electric sales (and/or the equivalent cubic feet of natural gas sales based on a Btu content, where applicable), excluding inter-system sales, for the immediate preceding twelve consecutive calendar months, the numerator of which is for an Operating Company or and affiliate and the denominator of which is for all Operating Companies and affected affiliate companies. This ratio will be determined annually, or at such time as may be required due to a significant change. RESIDENTIAL SALES RATIO - Based on firm kilowatt-hour electric sales to residential customers for the immediate preceding twelve consecutive calendar months, the numerator of which is for an Operating Company or an affiliate and the denominator of which is for all Operating Companies and affected affiliate companies. This ratio will be determined annually, or at such time as may be required due to a significant change. BUSINESS SALES RATIO - Based on firm kilowatt-hour electric sales to business customers that purchase less than 250 kilowatts for the immediate preceding twelve consecutive calendar months, the numerator of which is for an Operating Company or an affiliate and the denominator of which is for all Operating Companies and affected affiliate companies. This ratio will be determined annually, or at such time as may be required due to a significant change. LARGE COMMERCIAL & INDUSTRIAL SALES RATIO - Based on firm kilowatt-hour electric sales to large commercial and industrial customers that purchase greater than 250 kilowatts for the immediate preceding twelve consecutive calendar months, the numerator of which is for an Operating Company or an affiliate and the denominator of which is for all Operating Companies and affected affiliate companies. This ratio will be determined annually, or at such time as may be required due to a significant change. ELECTRIC PEAK LOAD RATIO - Based on the sum of the monthly electric maximum system demands for the immediately preceding twelve consecutive calendar months, the numerator of which is for an Operating Compa...