Re-employment. Employee agrees and understands that he/she will not seek re-employment with the Company, and that this Agreement shall act as a complete bar to any claim of entitlement to employment or re-employment by the Company.
No Re-Employment. You agree that your employment relationship with the Company and its affiliates is being permanently and irrevocably severed, and you agree that any failure to re-employ you for any reason will not constitute a discriminatory action and you further covenant and agree not to make any claim or commence any action based upon a failure to re-employ you. The Agreement specifically does not concern, limit or otherwise affect your continuing and ongoing role, duties or compensation as a Member of the GTJ Board of Directors.
No Re-employment. Employee waives any claim to reinstatement or re-employment with the Released Parties and agrees not to bring any claim based upon the failure or refusal of the Released Parties to employ Employee hereafter.
Re-measurement. Upon written request from Tenant received by Landlord within thirty (30) days after the Lease Commencement Date, Landlord shall provide Tenant with a copy of Landlords architects calculations of the measurement of the Premises and the Commercial/Garage Unit in accordance with the measurement standard set forth in [Section 25.18] of the Lease (Landlords Calculation). Tenant shall have the right, at Tenants sole cost and expense, to have Landlords Calculation confirmed (by a licensed architect selected by Tenant) in accordance with the measurement standard set forth in said [Section 25.18]. In the event that the measurement determined by Tenants architect (Tenants Calculation) differs by no more than two percent (2%) (higher or lower) from Landlords Calculation, then Landlords Calculation shall control. In the event that Tenants Calculation differs from Landlords Calculation by more than two percent (2%) (higher or lower), then Tenant shall give Landlord written notice thereof (together with a copy of Tenants Calculation documentation) not later than thirty (30) days following Tenants receipt of Landlords Calculation, and Landlord and Tenant, in coordination with their respective architects shall endeavor in good faith to resolve the discrepancy. If Landlord and Tenant are not able to resolve such discrepancy, then Landlord and Tenant (in coordination with their respective architects) shall jointly appoint an independent architect within ten (10) days following a written notice requesting same from either Landlord or Tenant to the other, to resolve such discrepancy. The determination of such independent architect shall be binding on both Landlord and Tenant. If such independent architect determines that the rentable area differs by no more than two percent (2%) (higher or lower) from Landlords Calculation, then the fees of such independent architect shall be borne solely by Tenant; otherwise the fees of such independent architect shall be split 50/50. Upon confirmation of the measurement pursuant to this Section 1 of this Rider 2, by the parties or by the independent architect as applicable, Landlord and Tenant shall promptly enter into an amendment to this Lease modifying such rentable area of the Premises, the Base Rent set forth in [Section 1.9] of the Lease, and all other terms of this Lease that vary by measurement.
Automatic Re-enrollment. The payroll deduction rate or amount, as applicable, selected by the Participant for an Offering shall remain in effect for subsequent Offerings unless the Participant timely submits new enrollment documents to change the Contribution amount for a subsequent Offering Period in accordance with the rules established by the Committee.
Quebec Re-conveyance. On the Final Payout Date, the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), shall automatically and without the requirement for any instrument of assignment or other document, on such day re-convey to the SPV the universality of all Quebec Assets arising on the Final Payout Date or thereafter (and excluding, for greater certainty, the universality of all Quebec Assets arising or existing at any time before the Final Payout Date), together with all rights, remedies, powers and privileges with respect to such Quebec Assets. Such re-conveyance by the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), to the SPV shall be effected without any representation or warranty (express, implied, legal, statutory or otherwise) except for the warranty by the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), that the re-conveyed assets are not subject to any lien created by or through the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable). The Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), shall, at the SPV’s expense, promptly execute and deliver all instruments and documents and take all other actions that may be reasonably necessary or advisable and that the SPV may reasonably request in order to give effect to such re-conveyance, and to perfect and render same opposable to third persons under applicable laws.
Section # – Re-Participation or Re-Employment (Break in Service Rules)11
Transfer or Re-sale. The Buyer understands that # the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless # the Securities are sold pursuant to an effective registration statement under the 1933 Act, # the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, # the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this [Section 2(f)] and who is an Accredited Investor, # the Securities are sold pursuant to Rule 144, or # the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; # any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and # neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Note) at the time of payment.
Transfer or Re-sale. The Buyer understands that # the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless # the Securities are sold pursuant to an effective registration statement under the 1933 Act,
Understanding RE: Subject Shares. He understands and is aware that the Subject Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), nor pursuant to any other Federal law in reliance on exemptions for private offerings contained in [Section 4(a)(2)] and Regulation S of the 1933 Act. He is fully aware that any Subject Shares purchased him are to be sold in reliance upon such exemption based upon his representations, warranties, and agreements set forth herein. He is also aware and understands that such exemption is dependent upon the accuracy of the statements made by him herein.
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