Certain Compensation Arrangements. The parties acknowledge that certain payments are to be made and certain benefits are to be granted according to certain employment compensation, severance and other employee benefit plan(s) to which Parent will be a party (the “Parent Arrangement(s)”) to certain Seller Stockholders and holders of other securities of Seller (the “Covered Securityholders”). Parent hereby represents and warrants that all such amounts payable under Parent Arrangement(s) (i) will be paid or granted as compensation for future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) will not be calculated based on the number of shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. Parent also hereby represents and warrants that (i) the adoption, approval, amendment or modification of each Parent Arrangement will be approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of Parent in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto, and (ii) the “safe harbor” provided pursuant to Rule 14d-10(d)(2) will otherwise be applicable thereto assuming that the Seller Board has taken all necessary actions by it to cause such safe harbor to be applicable.
Certain Compensation Arrangements. You will be entitled to receive:
Certain Compensation Arrangements. The Seller Board has determined that each of the members of the Seller Compensation Committee are, and Seller represents and warrants that each of the members of the Seller Compensation Committee are and at the Acceptance Date will be, “independent directors” as defined in NASDAQ Marketplace Rule 5605(a)(2) and eligible to serve on the Seller Compensation Committee under the Exchange Act and the rules and regulations thereunder and all applicable NASDAQ Marketplace Rules. On or prior to the date hereof, the Seller Compensation Committee approved each Seller Compensation Arrangement as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Approved Seller Compensation Arrangement”), and has taken all other action necessary to satisfy the requirements of the non-exclusive safe-harbor with respect to such Seller Compensation Arrangements in accordance to Rule 14d-10(d)(2) under the Exchange Act. Seller has provided copies of all resolutions adopted or actions taken in connection with all Approved Seller Compensation Arrangements. Each Approved Seller Compensation Arrangement in existence as of the date hereof is listed on Section 5.23 of the Seller Disclosure Schedule. As used in this Agreement, “
Certain Compensation Arrangements. Without limiting the generality of this Article VIII, the Parties shall cooperate in good faith and share information to implement and administer the terms of the Replacement Awards, the PJT Personnel Retained Blackstone Equity Awards, the True-Up Adjustment, the Retention Awards and the Bonus Arrangements and any other applicable arrangements, in each case, as contemplated under the terms of this Agreement and as further set forth in Schedule 8.7 attached hereto, in order to facilitate the Parties’ respective obligations to each other and to the PJT Personnel.
Certain Compensation Arrangements. Parent hereby acknowledges the compensation arrangements set forth on Schedule 7.25 of the Company Disclosure Schedules, which arrangements shall become effective as of the Closing, subject to necessary approvals; provided that the actual grant of the equity awards included in any such arrangements may be deferred until after Parent has filed its first Registration Statement on Form S-8 following the Closing.
Certain Compensation Arrangements. The parties acknowledge that certain payments have been made or are to be made and certain benefits have been granted or are to be granted according to certain employment compensation, severance and other employee benefit plan(s) to which the Parent is a party (the “Parent Arrangement(s)”) to certain holders of Seller Common Stock and other securities of the Seller (the “Covered Securityholders”). The Parent hereby represents and warrants that all such amounts payable under the Parent Arrangement(s) (i) are being paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of shares tendered or to be tendered into the Offer by the applicable Covered Securityholder.
Certain Compensation Arrangements. There are no variable compensation plans or practices (including bonus plans or practices) with respect to Company Personnel. Neither the Company nor any of its Subsidiaries has made any promises or other undertakings, oral or in writing, to any Company Personnel or any third-party with respect to any such variable compensation plans or practices. The Company and each of its Subsidiaries have paid in full all wages, salary, severance payments, termination payments, bonuses or other compensation payable to any Company Personnel, except to the extent accrued in full on the Current Balance Sheet with respect to current Employees of the Company and its Subsidiaries in compliance with Law.
Certain Compensation Arrangements. The Seller Board has determined that each of the members of the Seller Compensation Committee are, and Seller represents and warrants that each of the members of the Seller Compensation Committee are and at the Acceptance Time will be, "independent directors" as defined in NASDAQ Listing Rule 5605(a)(2) and eligible to serve on the Seller Compensation Committee under the Exchange Act and the rules and regulations thereunder and the NASDAQ Listing Rules. On or before the date hereof, the Seller Compensation Committee approved each Seller Compensation Arrangement as an "employment compensation, severance or other employee benefit arrangement" within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an "Approved Seller Compensation Arrangement"), and has taken all other action necessary to satisfy the requirements of the non-exclusive safe-harbor with respect to such Seller Compensation Arrangements in accordance to Rule 14d-10(d)(2) under the Exchange Act. Each Approved Seller Compensation Arrangement in existence as of the date hereof is listed on Section 5.22 of the Seller Disclosure Letter. As used in this Agreement, "Seller Compensation Arrangement" means (i) any employment agreement, severance agreement, change-in-control agreement, or retention agreement between Seller or a Seller Subsidiary and any officer, director or other Seller Stockholder or such Seller Subsidiary, and any severance or change-in-control arrangement or policy maintained by Seller, and any amendments thereto entered into during the 12 months immediately before the date hereof, (ii) any Seller Stock Options and Seller Restricted Stock Units and (iii) the Contribution Agreement.
Certain Compensation Arrangements. Except as set forth in Section 2.23(i) of the Schedule of Exceptions, there are no variable compensation plans or practices (including bonus plans or practices) with respect to Company Personnel. Except as set forth in Section 2.23(i) of the Schedule of Exceptions, the Company has not made any promises or other undertakings, oral or in writing, to any Company Personnel or any third party with respect to any such variable compensation plans or practices.
Certain Compensation Arrangements. Except as set forth in Section 2.24(k) of the Disclosure Schedule, (i) there are no variable compensation plans or practices (including bonus plans or practices) with respect to Company Personnel, and (ii) the Company has not made any promises or other undertakings, oral or in writing, to any Company Personnel or any third party with respect to any such variable compensation plans or practices. The Company has paid in full all wages, salary, severance payments, termination payments, bonuses or other compensation payable to any Company Personnel, except to the extent accrued in full on the Current Balance Sheet with respect to current Employees of the Company in compliance with Law. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
