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The Facility Agent, the Arranger and the Coordinators may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

Group Benefits. USPB shall also provide to CEO the benefits provided to other employees of USPB such as group medical, life, disability, and accidental death and dismemberment insurance, but excluding paid vacations, personal and sick days, allowances, telecommunications equipment or services, expense reimbursement (except on prior written approval), or contributions, subject to any necessary consent of applicable insurers. If the consent of the applicable insurers is not received within 30 days or in the event any applicable law or any benefit plan referred to in [Section 3(e)] prohibits or otherwise precludes the provision of the benefits to CEO, the cash value of the current premiums will be distributed to CEO in equal monthly payments during the Noncompetition Period. The value of any prohibited or precluded benefits shall be equal to the sum of the amount of premium, payment, or contribution that USPB would have made on behalf of the CEO for the benefits during the Noncompetition Period.

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Peer Group. Peer Group for a Performance Period means a group of not less than five (5) steel industry competitors (or such other minimum number as may be selected by the Committee) designated by the Committee not later than ninety (90) days after the beginning of the Performance Period.

Working Group. Promptly, and in any event within thirty (30) days after the Effective Date, the Parties shall establish a working group (the “Working Group”) and such Working Group will facilitate communications and discussions between the Parties with respect to each Party’s rights and obligations under this Agreement, including Allergan’s Development activities ​ and Allergan’s Commercialization activities ​ Each Party shall appoint one or more appropriate representatives to the Working Group. Each Party may replace its representatives at any time upon written notice to the other Party. The Working Group shall meet at least semi-annually, or more frequently as such Working Group may agree. The Working Group may meet in person, by videoconference, or by teleconference, as agreed by such Working Group. Each Party shall bear the expense of its respective Working Group members’ participation in Working Group meetings. The Working Group shall not have decision-making authority with respect to any matter under this Agreement.

Acquisition and Development Group; Construction Group. The Acquisition and Development Group (“A&D Group”) is composed of Employees of each of Saul Company and . Saul Company employees perform acquisition and development services for . Similarly, employees perform acquisition and development services for Saul Company. The Construction Group is composed of Saul Company employees, which employees perform construction management services for both Saul Company and . The A&D Group and the Construction Group shall be referred collectively herein as theIndustry Groups.”

Company Group Information. All information, documents and materials provided by or on behalf of the Company Group to the Purchaser in connection with the transactions contemplated hereby are true and complete in all material respects.

WeTrade Group Inc., a company duly incorporatedand existing under the laws of State of Wyoming, ( “Purchaser”);and

Mistras Group, Inc. (theCompany”) maintains the Mistras Group, Inc. 2016 Long-Term Incentive Plan (thePlan”).

Business Employee List. With respect to non-U.S. Business Employees, the Seller shall deliver to the Purchaser an update to the Business Employee List at each of # a reasonable time prior to the Closing Date and # with respect to each Deferred Jurisdiction, at least twenty (20) days prior to the anticipated applicable Local Closing Date and, with respect to U.S. Business Employees, the Seller shall deliver to the Purchaser an update to the Business Employee List at a reasonable time prior to the expiration of the Employee Leasing Agreement. With respect to the updated Business Employee Lists to be delivered by the Seller, unless otherwise agreed upon by the Parties in writing, no modifications shall be made to such Business Employee Lists from the final list delivered by the Seller prior to the Closing Date, except to reflect Business Employees hired or terminated since the date of such list, in each case, subject to and consistent with the terms of the Purchase Agreement.

Termination of Business. A Borrower ceases any material portion of its business operations as presently conducted.

#declare, set aside or pay any cash dividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of its capital stock, # split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;

Operation of Business. Buyer and Seller shall, and shall cause their Subsidiaries to: # cause the Partnership to conduct its business only in the ordinary course of business consistent with past practices during the twelve (12)-month period prior to the date hereof (theOrdinary Course of Business”), and # use commercially reasonable efforts to maintain the business, properties, physical facilities and operations of the Partnership and its Subsidiaries, preserve intact the current business organization of the Partnership and its Subsidiaries, keep available the services of the current officers, employees (seconded or otherwise) and agents of the Partnership and its Subsidiaries, and maintain the relations and goodwill with its suppliers, customers, lessors, licensors, lenders and key employees.

During the Employment Term, you shall be reimbursed for such reasonable travel and other expenses incurred in the performance of your duties hereunder on a basis no less favorable than that provided by to its senior executives other than ’s Chairman Emeritus, but in any event on a basis consistent with that provided to you, or agreed to be provided to you, immediately prior to the date of this Agreement.

Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

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Annual Business Plan.the Company shall prepare and submit to TerrAscend a proposed Business Plan for the next calendar year that contains the Mandatory Requirements. TerrAscend shall ​ approve each Business Plan at least 30 days prior to the commencement of the applicable calendar year in respect of which such Business Plan is to be adopted. ​ The Company shall conduct, and cause the Subsidiaries to conduct, their respective operations, incur expenses and purchase assets in accordance with the then applicable Approved Business Plan. ​.

Conduct of Business. Except as otherwise contemplated herein, or as otherwise agreed in writing by Purchaser, between the date hereof and the time when this Agreement terminates as provided herein, Seller agrees, as majority owner of the Company, to cause the Company to not:

Business and Operations. The Borrowers will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties for industrial and other uses ancillary thereto. Each Borrower will qualify to do business and will remain in good standing under the laws of the state of its formation and the state of Illinois or Wisconsin, as applicable, as and to the extent the same are required for the ownership, maintenance, management and operation of any Property. The Borrowers shall keep and maintain all Licenses necessary for the operation of the Properties as of the date hereof for industrial and other appurtenant and related uses.

Changes in Business. The Company, acting through its Board of Directors, will at all times have complete control over the Company’s business. Without limiting the generality of the foregoing, the Company may at any time or times change or discontinue any or all of its present or future operations, may close or move any one or more of its divisions or offices, may undertake any new servicing or sales operation, may sell any one or more of its divisions or offices to any company not controlled, directly or indirectly, by the Company or may take any and all other steps which its Board of Directors, in its exclusive judgment, shall deem desirable, and Employee shall have no claim or recourse by reason of such action, except for the enforcement of the provisions of this Agreement.

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