Stand. OFF AGREEMENT. BETWEEN THE DATE OF THIS TERMS AGREEMENT AND THE SETTLEMENT DATE, MEC WILL NOT, WITHOUT THE PRIOR CONSENT OF THE UNDERWRITERS, OFFER OR SELL, OR ENTER INTO ANY AGREEMENT TO SELL, ANY DEBT SECURITIES OF MEC (OTHER THAN THE NOTES AND COMMERCIAL PAPER IN THE ORDINARY COURSE OF BUSINESS).]
Stand still The Parties represent to each other that (i) as of the date of this Agreement they respectively own or hold, directly or indirectly, the interests in TI shares indicated in Annex 7 hereto (the “Relevant TI Interests”), calculated by taking into account all the shares and interests also held by entities connected to the Parties pursuant to Article 109 of Legislative Decree No. 58 of February 28, 1998 (the “Connected Entities”) and (ii) they have not executed nor taken part, directly or indirectly, also by means of the Connected Entities, in any agreement whatsoever, also oral, concerning interests in TI shares granting voting rights on the matters listed in Article 105 of Legislative Decree No. 58 of February 28, 1998 or any option rights, convertible bonds, warrants, derivatives, granting the right to subscribe or acquire TI shares granting voting rights on the matters listed in Article 105 of Legislative Decree No. 58 of February 28, 1998 (collectively the “TI Voting Shares”) that may cause the holding by the Parties, Newco and the Connected Entities, taken as a whole, of a number of TI Voting Shares exceeding the 30% mandatory tender offer threshold pursuant to article 109 of Legislative Decree No. 58 of February 28, 1998 (the “Threshold”). The Parties also acknowledge that O is currently part of a pre-emption agreement with Holinvest S.p.A. under which Holinvest S.p.A. is allowed to hold up to n. 492,697,862 plus 1% of the overall number of the issued TI Voting Shares (the "Holinvest Shares"). For the purpose of this Article 7, the "Initial Balance" shall be equal to the number of TI Voting Shares resulting from the difference between (i) the number of TI Voting Shares equal to the Threshold and (ii) the total aggregate number of the TI Voting Shares held by O, the Relevant TI Interests and - until waiver of the pre-emption rights set out in pre-emption agreement with Holinvest S.p.A. as provided below - the Holinvest Shares. Starting from the date hereof and for the duration of this Agreement, each Party undertakes not to execute or take part, directly or indirectly, also by means of the Connected Entities, in any agreement whatsoever, also oral, concerning TI Voting Shares (including option rights) that may cause the holding by the Parties, Newco and the Connected Entities, taken as a whole, of a number of TI Voting Shares exceeding the Threshold. Without prejudice to the above, the acquisition of TI Voting Shares will be permitted to each Party...
Stand. By Pay - Employees who are designated by management to be immediately available to report to work outside their regularly scheduled hours will receive payment of $11.00 per day for this assignment. Employees designated for stand-by on a holiday will receive payment of $15.00 per day. Qualified employees will be assigned on a rotational basis unless extenuating circumstances such as a major project requires a specific employee to be assigned. In the event an employee is called out to work, they will be eligible for call-out pay as outlined above in addition to the stand-by pay. Stand-by assignments will be based on a combination of site requirements, employee home locations and practicality of schedules.
Stand. Still and Subordination Agreement. Until ninety-one (91) days following the payment in full in cash of all amounts due and payable in respect of all obligations of Acquiror under that certain promissory note dated as of the date hereof made by Acquiror for the benefit of Assignor in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Acquiror Note"), no payment or distribution of any kind or character whether in cash, property or securities shall be made by the Company or any other Person on account of the Company or any of the Acquired Companies to Assignee or Assignee's affiliates, and no such payment or distribution shall be accepted by Assignee, directly or indirectly, by set-off or otherwise other than payments of dividends to Assignee after the payment in full of the Acquiror Note, provided such dividends do not exceed $175,000 per month beginning December 31, 2003. In the event that, notwithstanding the foregoing, the Company or any Person on account of the Company or any of the Acquired Companies shall make any payment or distribution of any kind or character, whether in cash, property or securities to Assignee prohibited by the foregoing, or Assignee shall accept the same, then and in such event such payment or distribution shall be deemed segregated, received and held in trust for the benefit of Assignor until the payment in full in cash of all amounts due and payable in respect of all obligations of Acquiror under the Acquiror Note. Assignee acknowledges that any obligations of the Company and the Acquired Companies owed to Assignee, including but not limited to any loans made by Assignee to the Acquired Companies, are hereby expressly subordinated in right of payment to the payment in full in cash of all amounts due and payable in respect of all obligations of Acquiror under the Acquiror Note, whether for principal, interest, fees, expenses or otherwise, and that the Company, Acquired Companies, any trustee in bankruptcy, a receiver or liquidating trustee or otherwise, shall make no payments on any obligations to Assignee or Assignee's affiliates until such obligations of Acquiror under the Acquiror Note are satisfied in full.
Stand. DOWN The employer shall have the right to deduct or withhold payment for any day that the employee cannot be usefully employed because of any strike, breakdown in machinery or a stoppage of work for which the company is not reasonably responsible.
Stand. The Company is bound to exhibit its products and to staff the stand with at least one competent person during the following opening hours: Monday 5 October 2020, 08:00 - 19:00 Tuesday 6 October 2020, 08:00 - 18:00 Wednesday 7 October 2020, 08:00 - 18:00 Thursday 8 October 2020, 08:00 - 17:30 The Company is not allowed to sub-let the stand allocated to it to other parties either wholly or in part without a written letter of consent from the Organiser. The Company is not allowed to leave the stand unattended during the above- mentioned hours. Should a Company not use its allocated stand as provided hereunder, the Organiser reserves the right to re-allocate the stand to any other purpose or to remove it from the Exhibition Center. In such case, the SIBOS 2020 - TERMS & CONDITIONS Company will be liable to indemnify the Organiser for all costs related to the re-allocation or dismantling of the stand and the Organiser reserves the right to reject any request of reservation for future exhibition.
Stand. BY TIME Notwithstanding anything to the contrary in these Terms and Conditions, and regardless of whether related to any warranty in these Terms and Conditions, under all circumstance Customer will bear the cost of: (a) all offshore and overseas transportation expenses related to the provision of Network Services, and (b) all Stand-By time incurred by Tampnet or its contractor personnel that is caused by or attributed to Customer, including without limitation, where caused by delays to or untimely cancellation of service calls. For the purposes of this Article, Stand-By time means the amount of hours, or portion thereof, incurred by Xxxxxxx while waiting for (i) transport to and from an offshore location; or (ii) access to the Customer’s premises if required hereunder. Stand-by time incurred by Customer will be charged at Tampnet’s then current rates for labor.
Stand. Still. Until November 1, 2000, the Parties shall take no further actions to consummate any transaction contemplated by the Master Transaction Agreement, although any Party may continue such due diligence examinations as it may believe appropriate. Without limiting the generality of the foregoing, EuroGas shall have no obligation to provide any debt or equity financing to either Goltech or Teton unless and until the new merger agreement referred to in Section 1.g has been negotiated, executed and delivered.
Stand. BY-PAY Employees who are scheduled for and accept stand-by service assignment shall receive compensation as follows:
Stand. ‐by coverage shall include, but is not limited to providing year-‐round stand-‐by coverage including equitable distribution of vacations, sick leave, and all other leaves.
