Offer to Employ Sample Clauses

Offer to Employ. Buyer shall not hire Seller’s employees and vice versa, prior to the transfer of operations from Seller to Buyer unless it is mutually agreed upon. It is understood that irreparable harm could occur to the Parties and the Parties shall be entitled to immediate injunction against each other without posting a bond for violation, selling, encumbering the equipment or stores of the Merger-Target.
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Offer to Employ. Buyer shall not hire Seller's employees and vice prior to the transfer of operations from Seller to Buyer unless it is mutually ap:ed upon. It is understood that irreparable harm couUl ocau - to the Parties and the Pllrtics shall be catitlcd w uornccti•te injwu:tion apinat c:adl ocher without bond for violation, selling. encumbering the cqui leases, production, and the Leescholcl a 8. Timely BGJlln P1Y11C1SL The party in charge of the operation shell always assure that all Royalties iarc paid and kept cwrent. • 9. C,,:nag. All references to "USS.. in this agreemcut sball rcfcr to currency ofUSA. 10. Scypblllty, If one or more of the provisions in this AGREEMENT are deemed void by law, then the remaining provisions witJ continue in full force and effect 11. SJICCfllMI yd AIMSPf, TuAGltEEMENT will be binding upon. exeaaors, admmistrators and other legal representatives and its assigns. 12. Fortpeargq Net a Walyer. Extension of the time for or modification of performance shall not opentc to n:1ease the liability of Parties. A party sball .aot be required to commence proceeding.« any default party. Any fmbearauce in exercising any right or remedy including. without limitation. shall not be a waiver of or preclude the cxcmse of any right or remedy. IN WITNESS WBEREOF, the Parties hemo have agreed to accept the marence date as 1hc execution date of this Agreement For Buyer: SILVERTON ENERGY, INC. By: _ President & CEO For Sek; XXXX X. XXXXXXX XXXXX - 1, PROPERTRS, LLC By: da EXXON OIL & GAS lac. By; by Xxxxxx X Xxxxxx General Partner /Cd President Pa&e9of9 15 gas xxxxx Xxx Oak Energy Kansas xxxxx XXXXXX 1 - 18 LANGHOPHER AMIGO XXXXXXX XXXX XXXXXXX D - 1 : XXXXX A - 2 HJVFLUUMEREFELT A - 1 HJV XXXXXX A - 1 XXXXX - I XXXXXXX D - 1 XXXX XXXXX I XXXXX D - 1 XXXXXXX 8 - 4 ' XXXXXXX D - 5 ! APPENDIX A - 2 - List of Assets AGRAWAL ASSETS
Offer to Employ. RTM covenants and agrees, immediately following the Closing, to offer to employ each Restaurant Employee as of the Closing Date at a compensation and benefit level that are substantially equivalent to the compensation and benefit level provided to such Restaurant Employee on the Final Date, provided, however, that nothing in this Agreement shall be construed to limit the right of RTM to terminate the employment of any Restaurant Employee who accepts such offer of employment, for cause or otherwise, at any time after the Closing Date. Newco One covenants and agrees, immediately following the Closing, to offer to employ each Store Level Employee as of the Closing Date at a compensation level and benefit level that are substantially equivalent to the compensation and benefit level provided to such Store Level Employee on the Final Date, provided, however, that nothing in this Agreement shall be construed to limit the right of Newco One to terminate the employment of any Store Level Employee who accepts such offer of employment, for cause or otherwise, at any time after the Closing Date. Neither RTM nor Newco shall be obligated hereby to offer employment to any Affected Employee who is not lawfully employed by Sellers or their Affiliates, with all appropriate documentation regarding the same, under any applicable laws, rules, regulations or ordinances in effect as of the Closing Date, including without limitation any and all immigration laws. Sellers and Arby's represent and warrant to RTM and Newco

Related to Offer to Employ

  • Offer Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and submission of same to Lessee or Lessor shall not be deemed an offer to lease. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

  • Offer to Purchase In the event that the Company shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or a Change of Control Offer, the Company shall follow the procedures specified below. Unless otherwise required by applicable law, an Offer to Purchase shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase, which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of delivering of such Offer, and a settlement date (the “Purchase Date”) for purchase of Notes within five Business Days after the Expiration Date. On the Purchase Date, the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 4.10 hereof or Section 4.13 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after the regular record date and on or before the related interest payment date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest, if any, shall be payable to the Holders who tender Notes pursuant to the Offer to Purchase. The Company shall notify the Trustee at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section (or such shorter period as is acceptable to the Trustee in its sole discretion) prior to the delivering of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be sent electronically or mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. On or before 12:00 noon (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent (other than the Company or an Affiliate of the Company) in immediately available funds the aggregate purchase price equal to the Offer Amount, together with accrued and unpaid interest, if any, thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five (5) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest, if any, thereon, and the Company shall promptly issue a new Note, and the Trustee, at the written request of the Company, shall authenticate and mail or deliver at the expense of the Company such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder’s Notes surrendered; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Offer to Purchase on or promptly after the Purchase Date. The Company shall comply with the requirements of any applicable securities laws and any regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of an Asset Sale Offer or Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with Sections 3.9, 4.10 or 4.13 of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under Section 3.9, 4.10 or 4.13, as applicable, by virtue of such compliance. Other than as specifically provided in this Section 3.9, any purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

  • No Offer to Sell Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

  • Offer Period The Firm Offer shall be irrevocable for a period (the “Offer Period”) ending at 11:59 P.M., local time at the Company’s principal place of business, on the ninetieth (90th) day following the day of the Offer Notice.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice.

  • Offer to Purchase by Application of Excess Proceeds In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Amounts, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:

  • Offer to Repurchase Upon Change of Control (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

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