VFAM definition

VFAM means VFAM as hereinbefore defined or any entity succeeding to substantially all of the assets and business of VFAM. The term “Affiliate” shall mean with respect to VFAM and the Company, persons or entities controlling, controlled by or under common control with VFAM or the Company. The terms “Non-Compete Option” and “Non-Compete Payments” shall have the meaning and effect described in section 14.1 hereof. For purposes of this Agreement, “an adverse change in the Employee’s circumstances” shall include and be limited to (A) a significant change in the nature or scope of the Employee’s duties as set forth in the first sentence of paragraph 2 hereof such that the Employee has been reduced to a position of materially lesser authority, status or responsibility (provided, however, for purposes of this subparagraph, in circumstances not involving a Change in Control, so long as the Employee remains the chief executive officer of VFAM, an adverse change in circumstance shall not be deemed to have occurred), or the time required to be spent by the Employee 60 miles or more beyond the Company’s geographic market area shall be increased without the Employee’s consent by more than twenty percent (20%), increased against the average of the two (2) preceding years, or (B) a reduction in the Employee’s base compensation or (C) any other material and willful breach by the Company or VFAM of any other provision of this Agreement. As used herein, a “Change of Control” shall be deemed to have occurred upon the happening of any one or more of the following occurrences, if prior thereto, the happening of such occurrence has not received the approval of a majority of the disinterested members of the Board of Directors of VFAM and/or the Company, as applicable:
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Examples of VFAM in a sentence

  • Except as otherwise required by law or the --------- rules of the NASD for so long as this Agreement is in effect, neither VFAM or the Shareholders nor SBI or Buyer shall issue or cause the publication of any press release or other public announcement with respect to the transactions contemplated by this Agreement without the consent of the other party, which consent shall not be unreasonably withheld.

  • Any and all material consents, ------------------------ waivers, permits and approvals from any governmental or regulatory body required by SBI and Buyer in connection with the execution, delivery and performance of this Agreement shall have been duly obtained and shall be in full force and effect on the Closing Date except for such items which may lawfully be obtained after the Closing Date without a material adverse effect on VFAM or the Shareholders.

  • VFAM has not been denied or had revoked or rescinded any policy of insurance or received any notice of intent to cancel or not renew during the past three years.

  • VFAM has delivered to Buyer all inspection reports or similar documents received during the past three years from the SEC, state regulatory authorities, or the NASD and VFAM's responses thereto.

  • VFAM does not act as an investment advisor or subadvisor to any "investment company," as defined in the 1940 Act, which is registered under the 1940 Act.

  • To the best knowledge of VFAM, there are no circumstances that may prevent or interfere with such full compliance in the future.

  • The share of such Adjusted Pre-tax Profit to be paid to employees shall be such percentage, not greater than 50% of the excess, as will leave VFAM with an Adjusted Pre-tax Profit after payment of the bonus that is at least 10% more than the highest comparable Adjusted Pre-tax Profit figure for any prior year.

  • Amounts which would otherwise have been distributed to an Employee from Sub-accounts 1, 3 and 5 but for this Section 1.07 shall be distributed to VFAM employees as directed by VFAM’s Board of Directors.

  • VFAM or the Company shall not be obligated to provide or pay for any further benefits under the programs or policies listed in Section 7 above except to the extent that any of the benefits available under such programs or policies survive termination of the Employee’s employment by their express terms, or as required by law (e.g., COBRA), in which event they shall continue only as required by their express terms or as required by law, whichever is applicable.

  • Except the Buy-Sell Agreements among ---------------------- VFAM and the Shareholders which will terminate at Closing, there are no agreements among or between VFAM and such Shareholder and no agreements between such Shareholder and any other Shareholder pertaining to VFAM or the VFAM Common Stock.