Financial Professionals Sample Clauses

Financial Professionals. References to the term “
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Financial Professionals. (a) The Company covenants and agrees that, no later than 365 days following the Closing Date, the Company will hire a chief financial officer who has experience as a senior financial officer of a United States public reporting company and who is (i) fluent in English, (ii) residing or will reside, upon employment by the Company, in Asia, and (iii) familiar with (x) GAAP and (y) auditing procedures and compliance for United States public companies (such a chief financial officer being referred to as a “Qualified CFO”). The Company shall enter into an employment agreement with the Qualified CFO for a term of no less than two years. Should the Qualified CFO be dismissed at any time prior to the second anniversary of the Closing Date, then the Company shall replace the Qualified CFO with a chief financial officer who fits the criteria set forth herein as soon as practicable. By 9:00 a.m. (New York time) on the second Trading Day following the hiring of such Qualified CFO, the Company will file a Current Report on Form 8-K disclosing the information required by Item 5.02 of Form 8-K. If the Company fails to comply timely with the appointment of a Qualified CFO and filing of a Current Report on Form 8-K disclosing the information required by Item 5.02 of Form 8-K, as required in this Section 4.14(a) above (the “Qualified CFO Requirement”), then commencing on the date that the Qualified CFO Requirement was to have been satisfied hereunder, and on each monthly anniversary thereof, until the Qualified CFO Requirement is satisfied, the Company shall pay to the Investors, as liquidated damages and not as a penalty, by wire transfer in immediately available funds, an aggregate amount equal to 1% of the total Investment Amount hereunder for all of the Investors, which shall be paid to the Investors pro rata in accordance with their respective Investment Amounts, until such time as the Qualified CFO Requirement is satisfied. The liquidated damages pursuant to the terms of this Section 4.14(a) in no event shall exceed, in the aggregate, an amount equal to 6% of the total Investment Amount hereunder for all of the Investors in the aggregate, but shall be independent of any other damages payable under Section 4.14(b) and elsewhere in this Agreement or any other Transaction Document.
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Related to Financial Professionals

  • Agent Professionals Agent may perform its duties through agents and employees. Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.

  • Scope of Professional Services 3.1 On the terms and conditions set forth in this Agreement, COUNTY hereby engages CONTRACTOR to provide all labor, materials and equipment to complete the Project/Service in accordance with the Scope of Services, attached hereto and incorporated herein as Attachment A, as modified or clarified by Addendum(s) # , dated , attached hereto and incorporated herein by reference as Attachment B. It is understood that the Scope of Services may be modified by change order as the Project/Service progresses, but to be effective and binding, any such change order must be in writing, executed by the parties, and in accordance with the COUNTY’s Purchasing Policies and Procedures. A copy of these policies and procedures shall be made available to the CONTRACTOR upon request.

  • Professionals For projects involving installation or construction services, the Grantee agrees that only licensed professionals will be used to perform services under this Grant Agreement where such services are called for and licensed professionals are required for those services under State law.

  • Specialists Persons working within a juridical person who possess uncommon knowledge essential to the commercial presence’s production, research equipment, techniques or management. In assessing such knowledge, account will be taken not only of knowledge specific to the commercial presence, but also of whether the person has a high level of qualification referring to a type of work or trade requiring specific technical knowledge, including membership of an accredited profession.

  • Outside Professional Activities (a) For the purpose of this article, "outside professional activities" means participation in the activities of professional associations, learned societies, faculty associations, or voluntary practice of the employee’s profession, which support and/or promote the advancement of research, scholarship, teaching, artistic creation, or professional development, and improve the working conditions of academic staff.

  • Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit, as applicable.

  • Professional Growth Professional growth is the continuous purposeful engagement in study and related activities designed to retain and extend the high standards of classified unit members.

  • Advisors Each party may appoint any counsel, consultants and advisors as it feels appropriate to assist the expert in his determination and so as to present their respective cases so that at all times the parties will co-operate and seek to narrow and limit the issues to be determined.

  • Selection Planning Prior to the issuance to consultants of any requests for proposals, the proposed plan for the selection of consultants under the Project shall be furnished to the Association for its review and approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the Consultant Guidelines. Selection of all consultants’ services shall be undertaken in accordance with such selection plan as shall have been approved by the Association, and with the provisions of said paragraph 1.

  • Professional Services Bodily injury" or "property damage" arising out of the rendering of or failure to render profes- sional services;

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