Stand Aside Sample Clauses

Stand Aside. To the extent not inconsistent with applicable law, each Paragon Stockholder agrees, for a period of two years following the Stock Closing, not to offer publicly or effect any public sale or distribution of Optelecom Shares, including a sale pursuant to a registration statement or to Rule 144 (or any similar provision then in force) under the Securities Act of 1933 (the "Securities Act") or pursuant to Section 4(1) of the Securities Act, during the seven days prior to, and during the 120-day period beginning on, the effective date of any registration statement filed by Optelecom with the US Securities and Exchange Commission for securities being offered by or on behalf of Optelecom, if and to the extent requested by Optelecom in the case of a non- underwritten public offering or if and to the extent requested by the managing underwriter or underwriters in the case of an underwritten public offering; provided that no such request may be made during the first 90 days following the effective date of the registration statement referred to in Section 6.02.
Sample 1
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Stand Aside. 51.1. If an Employee is involved in an operational incident or allegations of serious misconduct they may be suspended from duty with or without pay at the discretion of Otraco. The Employee may be assigned alternative duties within his/her skills, competency and training until the matter has been investigated and a decision has been made about returning to normal work or implementing disciplinary action or both.
Sample 1
Stand Aside. The Company may stand aside an employee with pay where it considers a workplace investigation is required into a work related incident. If the employee is on site at the time the Company determines a workplace investigation is required, where practicable the employee will be provided with a written notice from the Company advising the employee of the stand aside direction and the reason for the direction. Such direction is not required to include a reason where the Company considers this information may compromise the investigation. Whilst an employee is stood aside under this clause the employee must be available for any meeting concerning the workplace investigation as reasonably required having regard to the employee’s pattern of work and living arrangements. Where such meeting is outside of the employee’s rostered hours the employee will be paid at the appropriate overtime rates.
Sample 1

Related to Stand Aside

  • License and Association Membership Dealer’s acceptance of this Participating Dealer Agreement constitutes a representation to the Company and the Dealer Manager that Dealer is a properly registered broker-dealer under the Exchange Act, is duly licensed as a broker-dealer and authorized to sell Shares under Federal and state securities laws and regulations and in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Dealer agrees to notify the Dealer Manager immediately in writing and this Participating Dealer Agreement shall automatically terminate if Dealer ceases to be a member in good standing of FINRA, is subject to a FINRA suspension, or its registration as a broker-dealer under the Exchange Act is terminated or suspended. Dealer hereby agrees to abide by all applicable FINRA Rules, including, but not limited to, FINRA Rule 2310. Dealer Manager represents and warrants that it is currently, and at all times while performing its functions under this Participating Dealer Agreement will be, a properly registered broker-dealer under the Exchange Act and under state securities laws to the extent necessary to perform the duties described in this Participating Dealer Agreement, and that it is a member in good standing of FINRA. The Dealer Manager agrees to notify Dealer immediately in writing if it ceases to be a member in good standing with FINRA, is subject to a FINRA suspension, or its registration as a broker-dealer under the Exchange Act is terminated or suspended. The Dealer Manager hereby agrees to abide by all applicable NASD Conduct Rules under FINRA and other applicable FINRA Rules, specifically including, but not limited to, FINRA Rule 2310.

  • Rights as a Lender The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • Transfers and Assignments You cannot assign or transfer any interest in your account unless we agree in writing.

  • Reservation and Availability of Capital Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

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