provision
stringlengths 1
14.2k
| label
stringlengths 1
74
|
|---|---|
Regardless of the form of payment, a Participant may elect to delay payment of his benefit provided such election is made in writing in the form and manner determined by the Senior Vice President, Human Resources, not less than twelve (12) months before the date the payment would have first commenced under the Participant’s prior election. | timing of payments |
No consent, approval or authorization of, filing with, or order of any federal or New York court or governmental agency or body, is required for (a) the issuance and sale of the Bonds, or (b) the execution and delivery of the Subject Documents, except in each case as have previously been made or obtained or except such as may be required under the blue sky laws of any jurisdiction (as to which we express no opinion). | governmental approvals |
Any notice which is delivered personally, emailed or sent by overnight express in the manner provided herein shall be deemed to have been duly given to the party to whom it is directed upon actual receipt by such party. | notices |
If, at any time on or after the date which is twelve (12) months after the Issue Date, the Holder is unable to (i) obtain a standard “ 144 legal opinion letter ” from an attorney reasonably acceptable to the Holder, the Holder ’ s brokerage firm (and respective clearing firm), and the Borrower ’ s transfer agent in order to facilitate the Holder ’ s conversion of any portion of the Note into free trading shares of the Borrower ’ s Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder ’ s brokerage account. | unavailability of rule 144 |
Payment for the Assigned Loan shall be made by wire transfer to Hercules on the Effective Date pursuant to the wire transfer instructions provided on Schedule 1.a hereto. | assignments |
Employee acknowledges and agrees that he is party to the Employment Agreement and the Equity Agreements, which contain certain protective covenants and obligations of Employee (collectively, the “ Restrictive Covenants ”). | restrictive covenants |
All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be delivered in accordance with Section 11.1 of the Purchase Agreement. | notices |
Supplier shall not enter into any other agreements, including licensing, manufacturing or supply agreements, with any Third Parties in relation to the manufacture of any Drug Substance that is the same Drug Substance, route of synthesis and Manufacturing Process that is supplied by Supplier hereunder without the prior written consent of Client. | exclusivity |
If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first , to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third , with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such excess (such Cash Collateral to be applied in accordance with Section 10.2(b) ). | mandatory prepayments |
Senior management of the Company may, in their discretion, designate one or more individuals as administrators for the day-to-day operations of the Plan. | administration |
Upon receipt of other amounts due solely to the Administrative Agent, a specific Issuing Lender or a specific Lender, the Administrative Agent shall distribute such amounts to the appropriate party to be applied in accordance with the terms of this Agreement. | payment procedures |
Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. | waivers |
All eligible Employees shall remain subject to discharge from employment to the same extent as if this compensation program had never been adopted. | no right to employment |
Landlord may, at its option, obtain such additional coverages or endorsements as Landlord deems appropriate or necessary, including, without limitation, insurance covering foundation, grading, excavation and debris removal costs; boiler and machinery insurance; ordinance or laws coverage; earthquake insurance; flood insurance; and other coverages. | property insurance |
Except as provided in this Agreement, the Manager shall not have any authority to bind, obligate, or represent the Company. | independent contractors |
Except as otherwise provided in this Stock Option Agreement, you shall not assign any of your rights and obligations under this Stock Option Agreement without the prior written consent of the Company, which consent may be withheld in its sole discretion. | no assignments |
All references in any document or instrument to the Loan Agreement are hereby amended and shall refer to the Loan Agreement as amended by this Amendment. | affirmations |
The DERs will be paid to the Participant in cash or Units as determined by the Committee in its sole discretion as soon as practicable following the Restriction Period. | ders |
Company will bear the reasonable expenses which it causes to be incurred in Executive’s assisting and cooperating hereunder. | cooperation |
If Lender does not exercise such Conversion Right prior to the expiration of such five day period, Vaccinogen shall prepay this Note in the manner and to the extent provided in such Five Day Notice within three business days following the expiration of the period provided for in the Five Day Notice. | prepayments |
The Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days following the Date of Termination (except as otherwise required to be paid sooner pursuant to applicable law). | death |
I will sign, both during and after the term of this Agreement, all papers, including copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company- Related Development or Intellectual Property Rights. | enforcement of intellectual property rights |
Tenant, at Tenant's sole cost and expense, shall have the right to install, in the same location as Tenant's existing exterior sign on the Building facade (as shown on Exhibit A attached hereto), a replacement sign with Tenant's name and logo (including Tenant's colors, and back-lit or illuminated if permitted by the applicable governmental authority) substantially as shown on Exhibit B attached hereto (the "New Exterior Sign"), provided, however, Tenant acknowledges and agrees that the New Exterior Sign shall be no bigger than the size of the existing exterior sign. | signage |
If Employee resigns from Employer for any reason other than Good Cause, as defined below, Employee shall (i) be entitled to receive the base salary and benefits as set forth in Section 2.1 and Section 2.2 , respectively, through the effective date of such termination and (ii) not be entitled to receive any other compensation, benefits, or payments of any kind, except as otherwise required by law or by the terms of any benefit or retirement plan or other arrangement that would, by its terms, apply. | voluntary resignations |
As calculated as of the last day of each fiscal quarter of the Restricted Companies, the Restricted Companies shall not permit the ratio of (a) the unpaid principal amount of Net Funded Debt existing as of such last day to (b) Adjusted EBITDA for the four fiscal quarters ending on such last day to exceed 5.00 to 1.00. | maximum leverage ratios |
The Assignee hereby authorizes the Lender to file a financing statement and/or amendment to a financing statement naming the Assignee as a new debtor . | authorization to file |
The Company has provided to the Purchaser a true and complete copy of each of the Company Real Property Leases, and in the case of any oral Company Real Property Lease, a written summary of the material terms of such Company Real Property Lease. | real property |
Notwithstanding anything in this Section 7.13 to the contrary, to the extent any new Subsidiary is created solely for the purpose of consummating a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any purchase price consideration contributed to it contemporaneously with the closing of such Permitted Acquisitions, such new Subsidiary shall not be required to take the actions set forth in Section 7.13(a) or (b) , as applicable, until the consummation of such Permitted Acquisition (at which time, such new Subsidiary or surviving entity (in the case of a merger transaction) shall be required to so comply with Section 7.13(a) or (b) , as applicable, within 30 days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion. | permitted acquisitions |
Terms . | defined |
The provisions of this Section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision. | contributions |
Although Employee is releasing claims under the ADEA, this attorneys’ fees recovery provision does not apply to any challenge that Employee may make to the knowing and voluntary nature of this Agreement under the Older Worker Benefit Protection Act (OWBPA) and the ADEA before a court, the Equal Employment Opportunity Commission (EEOC), or any other federal, state or local agency charged with the enforcement of any employment laws. | attorney’s fees |
The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date. | capitalization |
This Amended Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. | counterparts |
Notwithstanding anything herein to the contrary, the Plan shall be administered only in such a manner as to conform to such laws, rules and regulations. | conformity to securities laws |
The chief executive officer, president, vice-president, chief financial officer, treasurer (or assistant treasurer, if applicable), or secretary (or assistant secretary, if applicable), controller or administrators of any Loan Party or any attorney-in-fact with powers to deliver documents on behalf of a Loan Party in connection with the Loan Documents. | responsible officers |
Each Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent and each Lender on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of any Property; any loss or damage to buildings or other improvements comprising any Property; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused by the gross negligence or willful misconduct of Agent or such Lender or their respective employees, agents or contractors, as the case may be. | releases |
Employee understands and agrees that he is waiving legal rights by signing this Agreement, and he represents that he has entered into this Agreement voluntarily, with a full understanding of and in agreement with all of its terms. | voluntary agreement |
On or before each Determination Date, the Servicer shall deliver to the Owner Trustee, each Paying Agent and the Indenture Trustee, with a copy to each Rating Agency, a Servicer’s Certificate containing all information necessary to make the distributions pursuant to Sections 5.06 , 5.07 and 5.08 of this Agreement and Section 5.04(d) of the Indenture for the Collection Period preceding the date of such Servicer’s Certificate, all information necessary for the Owner Trustee to send statements to the Certificateholders and the Indenture Trustee to send statements to the Noteholders pursuant to the Trust Agreement or Indenture, as the case may be. | servicer’s certificate |
The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. | payments generally |
Notwithstanding the foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the Optionee under this Agreement regarding vested stock options under the Plan and this Agreement without the Optionee's consent. | amendments |
Guarantee and Collateral Agreement ( provided that, to the extent that a valid security interest in the Collateral covered by the U.S. | post-closing matters |
Each Party acknowledges that it has reviewed both language texts of this Contract and that they are substantially the same in all material respects. | languages |
All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative. | nontransferability of the award |
In the event that Agent receives such a notice, Agent shall give notice thereof to Lenders. | notice of defaults |
Each Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not (i) relieve such Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement or (ii) relieve any Lender’s obligation to acquire participations as required pursuant to paragraph (d) of this Section 2.04. | disbursement procedures |
(i) Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted thereunder, ceases to be in full force and effect, (ii) any Loan Party or any other Subsidiary contests in any manner the validity or enforceability of any provision of any Loan Document or (iii) any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document, in each case except in accordance with its terms. | invalidity of loan documents |
The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrower’s obligations hereunder. | authorized shares |
Seller shall promptly notify Purchaser if Seller receives any written notice after the date of this Agreement and prior to Closing of a material litigation affecting the Property which is not covered by insurance (subject to reasonable deductibles). | litigations |
Landlord shall receive the balance of the award, subject to the rights of Tenant, if any, as purchaser of the Premises pursuant to Section 22. | partial taking |
If Employee’s termination of employment is due to death or Disability (as defined in the Plan), the TSR Award shall vest and will be issuable at the time and in the form as provided in Section 4.1 hereof based on the Company’s TSR for the entire Performance Period relative to the TSR for each of the Peer Group Companies (as weighted in accordance with Exhibit A hereto) for the entire Performance Period. | termination due to death or disability |
Any other assignment shall be made only with the approval of a majority of the Board (including a majority of the Independent Directors). | assignment to an affiliate |
Grantee will obtain full voting and other rights as a stockholder of the Company upon the settlement of Restricted Stock Units in shares. | rights as a stockholder |
The Executive will be reimbursed for all reasonable business expenses incurred by her in connection with her employment following timely submission by the Executive of rec eipts and other documentation in accordance with the Company’s normal expense reimbursement policies. | business expenses |
(and any successor or replacement Administrative Agent) becomes the Administrative Agent hereunder, it shall deliver to the Borrower two duly executed originals of either (i) IRS Form W-9, or (ii) IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (for all other payments), establishing that the Borrower can make payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States, including Taxes imposed under FATCA. | administrative agents |
Subject to the restrictions set forth in the Securities Exchange Agreement, a Holder may transfer some or all of its Preferred Shares without the consent of the Company. | transfer of preferred shares |
The Company acknowledges that its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants is absolute and unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company. | dilutive effect |
Unless otherwise expressly provided in a Loan Document, all payments by the Borrower to the Protected Parties pursuant to each Loan Document shall be made by the Borrower (or by its designee) to the Agent for the pro rata account of the Protected Parties entitled to receive such payment or, at the direction of the Agent, directly to such Protected Parties. | payments by the borrowers |
(a) If, due to either (i) the introduction or phase in of or any change in or in the interpretation of any law, rule, guideline, decision, directive, treaty or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), in each case, after the Effective Date, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Company shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided , however , that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. | increased costs |
The Grantee understands that the Grantee may suffer adverse tax consequences as a result of the exercise of the SAR and acquisition or disposition of Shares pursuant to the SAR. | tax consultation |
Notwithstanding anything in this Plan to the contrary, a Participant who is actively employed on the last day of a Plan Year shall receive a Grant that is no less than 3% of the Participant’s Annual Base Salary and Bonus earned for services performed during that Plan Year. | grants |
The Borrower hereby agrees to indemnify and hold harmless the Lender and its affiliates, and their respective directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, costs or expenses (including reasonable counsel fees and disbursements) which the Lender may incur (or which may be claimed against the Lender by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Facility LC or any actual or proposed use of any Facility LC, including, without limitation, any claims, damages, losses, liabilities, costs or expenses (including reasonable counsel fees and disbursements) which the Lender may incur by reason of or on account of the Lender issuing any Facility LC which specifies that the term “Beneficiary” included therein includes any successor by operation of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to the Lender, evidencing the appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify the Lender for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Lender as determined in a final non-appealable judgment by a court of competent jurisdiction in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (y) the Lender’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. | indemnifications |
The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 11. | legends |
Use commercially reasonable efforts to maintain (i) a public corporate credit rating (but not any specific rating) from S&P and a public corporate family rating (but not any specific rating) from Moody’s, in each case in respect of the Borrower, and (ii) a public rating (but not any specific rating) in respect of the Initial Term Loans and the Revolving Credit Facility from each of S&P and Moody’s. | maintenance of ratings |
Receipt by the Administrative Agent of evidence that the Process Agent has accepted its engagement. | process agent |
Unless Administrative Agent consents in writing in its reasonable discretion, no Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly enter as lessee or sublessee into any lease arrangement for real property if (a) after giving effect thereto, aggregate annual rental payments for any individual leased or subleased property would exceed $1,000,000 in any one fiscal year in the aggregate for all Loan Parties and their respective Subsidiaries or (b) after giving effect thereto, aggregate annual rental payments for all leased and subleased property for all Loan Parties and their respective Subsidiaries would exceed the aggregate annual rent payments for all leased and subleased property for all Loan Parties and their respective Subsidiaries as of the Closing Date by more than $100,000. | leases |
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(ii)(A) , (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. | status of lenders |
Upon the appointment of a successor Swing Line Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender. | resignation as swing line lender after assignment |
The Company agrees and covenants that it shall cause its officers and directors to refrain from making any defamatory or disparaging remarks, comments, or statements concerning the Executive to any third parties. | non-disparagement |
If, following the Employment Term, Executive remains employed by the Company as an at-will employee without a written employment agreement, the provisions of Sections 3 and 9 hereof shall remain in effect throughout such period of at-will employment and (to the extent provided therein) after employment. | employment terms |
The Company agrees to provide Employee with reasonable notice of the need for assistance when feasible and reimburse Employee for reasonable, agreed-upon expenses (for example, parking, required travel etc.) | cooperation |
The Company hereby employs the Executive as the Chief Executive Officer and President of the Company with the duties and responsibilities set forth in Section 4. | employment |
For all purposes under the Senior Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time. | divisions |
Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. | indemnification by the lenders |
Lender Indemnitees ” - Lenders and their officers, directors, employees, Affiliates, agents, advisors and attorneys. | lender indemnitees |
Any provision of this Waiver and Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. | severability |
All Related Party Transactions (as defined in the Related Party Transactions Policy) shall be governed by the Related Party Transactions Policy. | related party transactions |
Notice shall be sent to Executive at the address set forth in the Company’s personnel records and to the Company at its principal place of business, or such other address as either party may specify in writing. | notices |
The Loan Parties shall exercise commercially reasonable efforts to obtain (a) public credit ratings of the Term Facility from each of Moody’s and S&P and (b) the Borrower’s public corporate credit and public corporate family ratings issued by S&P and public corporate credit and public corporate family ratings issued by Moody’s to each be maintained (but not to obtain or maintain a specific rating). | ratings |
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. | waiver of jury trials |
Borrowers shall have Excess Availability at all times of at least (i) as of any date of determination during the period from July 25, 2016 through and including August 29, 2016, $10,000,000, (ii) as of any date of determination during the period from August 30, 2016 through and including October 23, 2016, $13,000,000, (iii) as of any date of determination during the period from October 24, 2016 through and including October 30, 2016, $17,500,000, and (iv) as of any date of determination during the period from October 31, 2016 through and including December 31, 2016, $20,000,000. | excess availability |
The Plan Administrator shall have the power to interpret the Grant Notice, this Agreement and the Plan and to adopt such rules for the administration, interpretation and application of the Grant Notice, this Agreement and the Plan as are consistent with the terms of the Plan and to interpret any such rules. | administration |
If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. | severability |
The outstanding principal balance of the Mortgage Loan is $230,000,000. | mortgage loans |
Awardee remains subject to the recoupment provisions of Paragraphs 5 and 15 of this Agreement and tax withholding provisions of Section 31 of the Plan following transfer of the Option. | transferability |
You acknowledge that a copy of the Plan has been made available to you on Kingfluence and you represent that you have carefully read and are familiar with its provisions. | acknowledgements |
The Company is not a party to, subject to, or bound by any Contract or any obligation under applicable Law, that would give any third party (including any Governmental Authority) any option, right of first refusal or offer, right of negotiation or any other right with respect any Company’s Intellectual Property. | transactions |
The Committee may grant Incentive Stock Options only to eligible employees of the Company or its subsidiaries (as defined for this purpose in section 424(f) of the Code). | isos |
Buyer shall provide written proof of such insurance to Seller upon request. | insurances |
The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. | judicial reference provision |
The Committee hereby grants you that number of Deferred Stock Units as set forth in this Agreement (the “Units”). | grant of units |
As of the last day of any fiscal quarter, permit the Consolidated Senior Secured Leverage Ratio to be greater than 2.50 to 1.00 (subject to clause (e) below). | consolidated senior secured leverage ratio |
Except as specifically provided in Section 11.3, no Qualified Performance-Based Award held by a Covered Employee or by an employee who in the reasonable judgment of the Committee may be a Covered Employee on the date of payment, may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under the Plan with respect to a Qualified Performance-Based Award under the Plan, in any manner to waive the achievement of the applicable performance goal based on Qualified Business Criteria or to increase the amount payable pursuant thereto or the value thereof, or otherwise in manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption. | certification of performance goals |
The Administrator shall from time to time designate a fixed income fund or other investment option that shall be used to establish the Earnings Crediting Rate that shall apply to the Account of any Participant who has not made an investment option election. | no election |
If any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, the Parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the Parties hereto as nearly as may be possible. | severability |
Employees are advised to consult with their personal tax advisor for more information. | income taxes |
Notwithstanding any provision of this Agreement or the Plan to the contrary, the Administrator may amend this Agreement, either retroactively or prospectively, without the consent of the Grantee, if the Administrator determines in its discretion that such amendment is required or advisable for this Agreement and the Award to satisfy or comply with or meet the requirements of Code Section 409A so that no additional tax under Code Section 409A is applied to this Award. | entire agreement: governing law |
The Borrower will, and will cause each Subsidiary to, use the proceeds of the Credit Extensions for general corporate purposes. | use of proceeds |
Employer agrees to compensate the Employee for her services during the period of her employment hereunder at a minimum base salary of Three Hundred Seventy-Five Thousand Dollars ($375,000) per annum, payable semimonthly. | base compensation |
In the event of the complete termination of the Employee’s employment with the Company and its Subsidiaries for any reason other than for Cause, death, Disability or retirement on or after the Employee’s sixty-fifth (65th) birthday (the date of such termination of employment, the “Termination Date”), then (a) the Option may be exercised by the Employee (to the extent that he shall have been entitled to do so at the Termination Date, taking into account Section 5(a)(iv) of this Agreement) at any time (x) within six (6) months after the Termination Date in the event of the Employee’s voluntary termination of his employment with the Company and its Subsidiaries without Good Reason, or (y) within one (1) year after the Termination Date in the event of the complete termination of the Employee’s employment with the Company and its Subsidiaries other than for Cause if by the Company or with Good Reason if by the Employee, but in either case (x) or (y) not beyond the original term of the Option, (b) in the event of a voluntary termination by the Employee of his employment with the Company and its subsidiaries without Good Reason, the portion of the Option that has not vested (i.e., that is not then exercisable) as of the Termination Date shall automatically terminate as of the Termination Date, and (c) the vested portion of the Option shall automatically terminate upon the expiration of the applicable period described above to the extent not theretofore exercised. | termination of employment |
During the Reinvestment Period, the Company may prepay and reborrow any or all of the Revolving Amount. | making the advances |