Participant Obligations. In addition to such other conditions as may be established by the Committee, in consideration of the granting of an Award under the terms of the Plan, each Employee who is a Participant agrees as follows. Notwithstanding the foregoing, at any time during which a Participant resides in California, # [Sections 6.1(a), (b), and (c)] shall not apply to such Participant, and # [Section 6.1(d)] shall not apply to such Participant to the extent that it would impose restrictions similar to [Sections 6.1(b) and (c)] following the Participant’s Termination of Employment. Also, notwithstanding the foregoing, at any time during which a Participant resides in Massachusetts, Section 6.1(b) shall apply, but shall be limited to a period of one (1) year following the date of the Participant’s Termination of Employment.
Repayment Obligations. Upon exercise, payment or delivery of an Award, the Participant shall certify in a manner acceptable to the Company that he or she has complied with the terms and conditions of the Plan. In the event a Participant fails to comply with any provision in this Article 6 at any time before or after exercise, payment or delivery of an Award, the Participant shall repay to the Company the net proceeds of any exercises, payments or deliveries of Awards which occur at any time after the earlier of the following two dates: # the date three (3) years immediately preceding any such violation; or # the date six (6) months prior to the Participant’s Termination of Employment. The Participant shall repay to the Company the net proceeds in such manner and on such terms and conditions as may be required by the Company, and the Company shall be entitled to set-off against the amount of any such net proceeds any amount owed to the Participant by the Company, to the extent that such set-off is not inconsistent with Code Section 409A. For purposes of this paragraph, “net proceeds” shall mean # for each Option or SAR exercise, the difference between the Option Price and the greater of # the price of Shares on the date of exercise or # the amount realized upon the disposition of the underlying Shares, less any applicable taxes withheld by the Company; # for RSUs or Performance Stock Units, the greater of # the number of net Shares delivered to the Participant multiplied by the closing price of Shares on the date of delivery or # the amount realized upon the disposition of the number of net Shares delivered, in either case less any applicable taxes withheld by the Company; # for Restricted Stock, the greater of # the number of net Shares retained by, or delivered to, the Participant after any restrictions lapse multiplied by the closing price of Shares on the date the restrictions lapse or # the amount realized upon the disposition of the number of net Shares delivered, in either case less any applicable taxes withheld by the Company; and # for all other Awards, the value of Shares or cash delivered to the Participant less any applicable taxes withheld by the Company.
Independent Obligations. All Revolving Loans (other than Swing Loans and Protective Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that # no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Revolving Loan (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and # no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.
The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.
With respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
Several Obligations. Each Borrower will be severally obligated for all Advances made to such Borrower and all interest accrued with respect thereto, and no Borrower (other than the Company) will be obligated for any Advances made to any other Borrower. Except as provided in this Section 2.2.4 and as otherwise expressly provided herein, the Borrowers shall be jointly and severally liable for all other Obligations hereunder.
Obligations Absolute. The obligation of the Company to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
#[[Organization B:Organization]] agrees to use reasonable best efforts to procure the New Side A Coverage for the benefit of the Directors or Officers of the Company, as these terms are defined in the Side A Policies, including the Insureds, to the extent available at a commercially reasonable price. To the extent available at a commercially reasonable price, such New Side A Coverage will be comprised of one or more Side A-only D&O policies that are consistent with the following criteria:
Binding Obligations. These obligations shall be binding both upon you, your assigns, executors, administrators and legal representatives. At the inception of or during the course of your employment, you may have executed agreements that contain similar terms. Those agreements remain in full force and effect. In the event that there is a conflict between the terms of those agreements and this Agreement, this Agreement will control.
Company’s Obligations. In return for “Participant’s Obligations” (as described in Section 2 below), and provided that the Participant signs this Agreement and does not exercise the Participant’s rights to revoke or rescind the Participant’s waivers of certain discrimination claims (as described in Section 5 below), will pay to the Participant the Severance.
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