UNITRIN Sample Clauses

UNITRIN hereby represents and warrants to C-W as follows:
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UNITRIN agrees to be present, and agrees to cause Merger Sub, as applicable, to be present, in person or by proxy at each and every stockholders meeting of C-W at which the Recapitalization and the Governance Provisions are submitted to the stockholders of C-W for consideration at such meeting, and to vote, or cause to be voted, all shares of Common Stock owned directly or indirectly by it and its Subsidiaries in favor of the Recapitalization and the Governance Provisions and similarly to execute any written consent submitted by stockholders of C-W in favor of the Recapitalization and the Governance Provisions; provided that the Governance Provisions are to become effective solely upon the effectiveness of the Merger.
Sample 1Sample 2See All (4)
UNITRIN. INC. Xxx Xxxx Xxxxxx Xxxxx Chicago, Illinois 60601 Fax: (000) 000-0000 Attn: Chief Financial Officer with a copy to: UNITRIN, INC. Xxx Xxxx Xxxxxx Xxxxx Chicago, Illinois 60601 Fax: (000) 000-0000 Attn: General Counsel and with a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois) 000 Xxxx Xxxxxx Xxxxx Suite 2100 Chicago, Illinois 60601 Fax: (000) 000-0000 Attn: Xxxxx X. Xxxx, Esq. To Merger Sub: CW DISPOSITION COMPANY c/o UNITRIN, INC. Xxx Xxxx Xxxxxx Xxxxx Chicago, Illinois 60601 Fax: (000) 000-0000 Attn: Chief Financial Officer with a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois) 000 Xxxx Xxxxxx Xxxxx Suite 2100 Chicago, Illinois 60606 Fax: (000) 000-0000 Attn: Xxxxx X. Xxxx, Esq. To the Company: XXXXXXX-XXXXXX CORPORATION 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000 Fax: (000) 000-0000 Attn: General Counsel with a copy to: Xxxxxxx Xxxxxxx & Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attn: Xxxxxxxx X. Xxxxxxxxxx, Esq.
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UNITRIN shall prepare and mail, at such time as determined by UNITRIN, to the holders of UNITRIN Common Stock, such information concerning C-W, its business, operations and management, the Distribution and the tax consequences thereof and such other matters as UNITRIN shall reasonably determine or as may be required by law. UNITRIN shall give C-W and its counsel reasonably appropriate advance opportunity to review and comment upon such documents and shall consider in good faith any comments C-W timely delivers to UNITRIN with respect to such information. C-W agrees to cooperate with UNITRIN in the preparation of, and provide any information reasonably requested by UNITRIN for inclusion in, such mailing. C-W represents that all information provided to UNITRIN for such mailing shall be true and correct in all material respects. UNITRIN and C-W will prepare, and C-W will, to the extent required under applicable law, file with the Commission any such documentation, including any no action letters or other requests for interpretive or regulatory assistance, if any, which UNITRIN reasonably determines are necessary or desirable to effectuate the Distribution and the other transactions contemplated hereby and by the Recapitalization Agreement, and UNITRIN and C-W shall each use all reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
Sample 1
UNITRIN and C-W shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution and the other transactions contemplated hereby and by the Recapitalization Agreement.
Sample 1
UNITRIN. INC. One East Wacker Drive Chicago, Illinois 60601 Fax: (312) 661-4690 Attx: Xxxxx Xxxxxxxxx Xxxxxxx with a copy to: UNITRXX, XXX. Xxx Xast Wacker Drive Chicago, Illinois 60601 Fax: (312) 661-4941 Attx: Xxxxxxx Xxxxxxx and with a copy to: Skadden, Xxxx, Xxxxx, Xeagher & Flom (Illinois) 333 West Wacker Drive Suite 2100 Chicago, Ixxxxxxx 60000 Fax: (312) 400-0000 Xxxx: Xxxxx W. Duwe, Esq. To Merger Sub: CW DISPOSIXXXX XXXXXXX x/o UNITRXX, XXX. Xxx East Wacker Drive Chicago, Illinois 60601 Fax: (312) 661-4690 Attx: Xxxxx Xxxxxxxxx Xxxxxxx with a copy to: Skaddex, Xxxx, Xxxxx, Meagher & Flom (Illinois) 333 West Wacker Drive Suite 2100 Chicago, Ixxxxxxx 60000 Fax: (312) 400-0000 Xxxx: Xxxxx X. Duwe, Esq. To the Company: CURTISS-WRXXXX XXXXXXXXXON 1200 Xxxx Xxxxxx West Lyndhurst, New Jersex 00000 Xxx: (201) 896-4021 Xxxx: Xxxxxxx Xxxxxxx xxxx x xxxx xx: Xxxxxxx Thachex & Xxxxxxxx 025 Lexington Avenue New York, New York 10000 Xxx: (000) 455-0000 Xxtx: Xxxxxxxx X. Xxxxxxxxxx, Xxx.
Sample 1

Related to UNITRIN

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

  • Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.

  • Corporate Separateness (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, in each case, to the extent required by law and the maintenance of corporate offices and records.

  • Compensation Plan 1. Subject to any applicable regulation and the Company's/its contractor approval, the applicant shall choose a Compensation Plan on the Affiliate Participation Form. An Affiliate may not change the elected Compensation Plan.

  • Employee Stock Purchase Plan The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.

  • Incentive Plan 23:01 Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, paid personal days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on: ⮚ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each calendar year, or At the achievement level of one hundred and fifty percent (150%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Two and five-eighths percent (2.625%) of the employee’s incentive eligible earnings in each calendar year. ⮚ Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each calendar year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each calendar year. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

  • Long Term Incentive Plan The Executive shall be entitled to participate in the Company’s long-term incentive plan in accordance with its terms that may be in effect from time to time and subject to such other terms as the Board, in its sole discretion, may approve.

  • Xxxxx, Haldimand, Norfolk (a) An employee shall be granted five working days bereavement leave with pay upon the death of the employee’s spouse, child, stepchild, parent, stepparent, legal guardian, grandchild or step-grandchild.

  • VOETSTOOTS The PROPERTY is sold:

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