Certain Employment Agreements. Except as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, the Company is not a party to or subject to any employment contract or arrangement providing for annual future compensation, or the opportunity to earn annual future compensation (whether through fixed salary, bonus, commission, options or otherwise) of more than $120,000 to any officer or director.
Certain Employment Agreements. With respect to the employment agreement between Bimini and Xxxxxx X. Xxxxxx, dated June 30, 2009, and the employment agreement between Bimini and G. Xxxxxx Xxxx IV, dated June 30, 2009 (each, an “Employment Agreement”): (i) each Employment Agreement is legal, valid, binding and enforceable in all material respects against Bimini and to Bimini’s knowledge, the other party thereto, and in full force and effect (except as such enforcement may be limited by the Enforceability Exceptions); (ii) the consummation of the transactions contemplated by this Agreement will not affect the terms, validity or enforceability of any Employment Agreement and, to the Bimini’s knowledge, the other party thereto; (iii) Bimini is not in breach or default in any material respect, and no event has occurred which, with the passage of time or giving of notice or both, would constitute such a breach or default by Bimini, or permit termination or acceleration by the other party, under any Employment Agreement; and (iv) to Bimini’s knowledge, no other party to any Employment Agreement is in breach or default in any material respect, and no event has occurred which, with the passage of time or giving of notice or both, would constitute such a breach or default by such other party, or permit termination or acceleration by Bimini, under such Employment Agreement.
Certain Employment Agreements. Except as disclosed in Section 3.16 of the Disclosure Letter or in the SEC Fillings, neither the Company nor any of its subsidiaries is a party to or bound by any Contract or Other Agreement regarding the employment, services, consulting, termination or severance from employment of any director, officer or employee of the Company or any of its subsidiaries that provides for or could result in payments in excess of $200,000 in any twelve month period.
Certain Employment Agreements. On or promptly following the date of this Agreement, Jeffxxxxx xxxll provide or cause to be provided to the Company a written statement from each of Messrs. Campxxxx, Xxzex xxx Hiss (President and Chief Executive Officer, Vice President and Chief Lending Officer and Vice President and Treasurer of Jeffxxxxx, xxspectively) to the effect that the consummation of the Merger and the transactions and other matters contemplated hereby do not and will not constitute an involuntary termination of their employment under their respective employment agreements with Jeffxxxxx, xx constitute an event or action entitling any of them to termination or severance payment or payments under such employment agreements; provided, however, it is understood and agreed by the parties hereto that nothing in this Section 7.5 or in any written statement to be provided by Mr. Xxxxxxxx xxxsuant to this Section 7.5 shall adversely affect Mr. Xxxxxxxx'x xxxht to termination or severance payment or payments pursuant to his employment agreement with Jeffxxxxx xx the event that the Company elects pursuant to Section 6.5(c) hereof to request that Jeffxxxxx xxxminate his employment prior to the Effective Date.
Certain Employment Agreements. The employment agreements between any of the Araxas Companies and each of Messrs. Xxxx, Xxxxxxx and Xxxxxxxxxxxx shall be terminated effective as of the Closing Date, and any rights of such parties to acquire stock in Araxas shall be substituted effective at the Closing Date for Newco Common Stock (or rights to acquire such stock) in the amounts set forth on Exhibit "E" attached hereto, in each case on terms that are satisfactory to the South Coast Principals, and each such Araxas Owner shall have delivered to Newco (with copies delivered to the other parties hereto) individual (and not joint) representations with respect to such person's intention, as of the Closing Date, to hold for such person's own account for investment the Newco Common Stock acquired at Closing (or issuable pursuant to Newco stock options that are substituted for Araxas Stock Options), and that there is no contract or other arrangement enforceable against such Araxas Owner, nor any plan or intention of such Araxas Owner, as of the Closing Date, relating to the sale, disposition or other transfer by such Araxas Owner of the Newco Common Stock issued (or issuable) to such Araxas Owner. The employment agreement between South Coast and Xxxxxx Xxxxxx shall be terminated effective at Closing without any payment made or other consideration given or liability incurred in favor of Xx. Xxxxxx (except as contemplated in the Disclosure Schedule of the South Coast Entities).
Certain Employment Agreements. Xxxx Xxxxxxxxxxxx and Xxxx Xxxxxxxxxxxx shall have entered into the employment agreements described in Section 8.01.
Certain Employment Agreements. At the First Closing, ABE will guaranty the employment agreements entered into by HGF with its senior executives as disclosed in Section 3.17 of the HGF Disclosure Schedule.
Certain Employment Agreements. Until the date that the definitive proxy statement is mailed to the Company’s shareholders with respect to the transactions contemplated hereof, the Parent and Merger Sub may meet with and negotiate (i) employment agreements with the individuals identified on Section 4.18 of the Company Disclosure Schedule, (ii) consulting agreement with Xx. Xxxxx Xxxxxxxxx and (iii) consulting agreements with Mr. Xxxxxx Xxxxxxx and Xx. Xxxxxxxx Xxxxxx; provided, however, that (x) any such negotiations shall cease once the definitive proxy statement is sent to the financial printer for printing and distribution to shareholders and (y) any such employment agreement or consulting agreement shall in no way be a condition to the Parent or Merger Sub’s obligations to consummate the transactions contemplated hereby.
Certain Employment Agreements. Except as disclosed in Section 3.14 of the Disclosure Schedule, neither Concrete nor any of its Subsidiaries is a party to or bound by any Contract regarding the employment, services, consulting, termination or severance from employment of any director, officer or employee of Concrete or any of its Subsidiaries that provides for or could result in payments in excess of $100,000 in any twelve month period.
Certain Employment Agreements. Except as disclosed in Section 4.14 of the Disclosure Schedule, Geosolutions is not a party to or bound by any Contract regarding the employment, services, consulting, termination or severance from employment of any director, officer or employee of Geosolutions that provides for or could result in payments in excess of $100,000 in any twelve month period.
