Companys Agreements Clause Samples
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Companys Agreements. (a) The Employment Agreement will terminate and Employee’s employment with the Company will end on _________________________. Upon Employee’s execution and non-revocation of this Agreement, Employee shall be entitled to the benefits set forth in Section _________ of the Employment Agreement, which is incorporated hereby by reference. Employee’s entitlement to the benefits or payments from the Company, except as expressly stated herein, is subject to Employee’s acceptance of this Agreement and his compliance with the conditions set forth herein. At all times preceding and including his termination date, Employee shall be responsible for cooperating with the Company and its directors, officers, employees, agents and representatives. Employee agrees to exercise his best efforts to perform all job duties and responsibilities, and any task to which he is assigned to perform, in a competent and satisfactory manner, to comply with all policies, procedures and work directives, and to assist and facilitate in the transition of his job responsibilities and functions. Upon termination of his employment, the Company agrees to pay Employee the severance pay as set forth in Section _____ of the Employment Agreement, less any withholdings that are required under federal and state law. Except as specifically set forth in this Agreement, Employee shall be entitled to no other payments under this Agreement or the Employment Agreement.
(b) Whether or not Employee signs this Agreement, (i) the Company will pay to Employee an amount constituting Employee’s accrued, unused vacation days and reimburse Employee for business expenses in accordance with Company policies, and (ii) Employee’s Group Medical and Dental benefits may be continued for up to eighteen (18) months at Employee’s expense by completion and submittal of the form provided by COBRA Administration Services. Pursuant to Section _______, the Company will continue to provide certain benefits assuming Employee continues to pay his required payment amounts.
Companys Agreements. The Company agrees not to effect any public sale or public distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the ninety (90) day period following the effective date of a registration statement of the Company for an underwritten Public Offering (except as part of any such underwritten registration or pursuant to registrations on Form S-8 or Form S-4 or any successor forms thereto), unless the underwriters managing the Public Offering otherwise agree.
Companys Agreements. During the course of Executive’s employment by the Company, the Company agrees: (i) to provide Executive with specialized training and continuing training and development regarding its products, services, methods, systems and operations; (ii) to provide Executive with access to its Confidential Information and Trade Secrets (as defined herein); and (iii) to provide Executive with Confidential Information and Trade Secrets about, and the opportunity to develop close relationships with the Company’s management personnel, employees, Customers (as defined herein), Suppliers (as defined herein) and the employees, agents and representatives of Customers and Suppliers.
Companys Agreements. The Company agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to, and during the one hundred eighty (180) days following, the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of any such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor form), unless the underwriters managing the Public Offering otherwise agree.
Companys Agreements. The Company agrees:
11.1 to defend at Company's own cost any action, proceeding, or claim affecting the Eligible Inventory and Eligible Equipment;
11.2 to pay reasonable attorney's fees and other expenses incurred by CIT in enforcing its rights and remedies under this Agreement;
11.3 to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Eligible Inventory and Eligible Equipment or this Agreement;
11.4 that, if any item of Eligible Inventory and Eligible Equipment is a motor vehicle or other property for which a certificate of title is required or permitted by law, Company shall obtain such certificate with respect to the Eligible Inventory and Eligible Equipment showing the security interest of CIT thereon and in any event shall do everything necessary or expedient to preserve or perfect the security interest of CIT;
11.5 that the Company will not misuse, fail to keep in good repair, secrete, or without the prior written consent of CIT, sell, rent, lend, encumber or transfer any of the Eligible Inventory and Eligible Equipment notwithstanding CIT's right to proceeds;
11.6 that CIT may, at any reasonable time, enter upon the Company's premises or wherever any of the Eligible Inventory and Eligible Equipment may be located, inspect the Eligible Inventory and Eligible Equipment and/or the Company's books and records pertaining to the Eligible Inventory and Eligible Equipment, and Company shall assist CIT in making such inspection;
11.7 that the security interest granted by the Company to CIT shall continue to be effective as long as there are any Obligations owed by the Company to CIT or this Agreement shall remain in effect.
11.8 to preserve and maintain its corporate existence and good standing in the jurisdiction of its incorporation, and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is required; and
Companys Agreements. The Company agrees not to effect, and, to the extent not inconsistent with applicable laws, to cause each holder of its equity securities purchased from the Company at any time after the date of this Agreement (except in a registered public offering) not to effect, in connection with an IPO, any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 180-day period following the effective date of such registration.
Companys Agreements. The Company further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make any sales of any portion or all of the Equity Interests pursuant to this §7 valid and binding and in compliance with any and all applicable laws (including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended, the rules and regulations of the Securities and Exchange Commission applicable thereto and all applicable state securities or “Blue Sky” laws), regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Company’s expense. The Company further agrees that a breach of any of the material covenants contained in this §7 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this §7 shall be specifically enforceable against the Company by the Secured Party and the Company hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.
Companys Agreements. The Company agrees not to effect any public sale or distribution of Equity Securities during the period beginning seven days before and ending 90 days (or such lesser period as may be permitted by the managing underwriter or underwriters) after the effective date of the Registration Statement filed or designated in connection with any underwritten public offering (or, in the case of an offering on Form S-3, the date of the closing under the underwriting agreement in connection therewith), unless the managing underwriter or underwriters thereof shall otherwise agree. Notwithstanding the foregoing, the Company may effect a public sale or distribution of Equity Securities during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or S-8 or any successor form to such forms or as part of any registration of securities for offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement. The Company agrees to use its reasonable best efforts to obtain from each holder of restricted securities of the Company which securities are the same as or similar to the Registrable Shares being registered, or any restricted securities convertible into or exchangeable or exercisable for any such securities, an agreement not to effect any public sale or distribution of such securities during any period referred to in this paragraph, except as part of any such underwritten public offering, if permitted.
Companys Agreements. The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to, and during the 90 days following, the effective date of any underwritten registration pursuant to Section 2 (except as part of such underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms), unless the underwriters managing the registered public offering otherwise agree, (ii) to use commercially reasonable efforts to cause each holder of at least 5% (on a fully diluted basis) of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities to agree not to effect any public sale or distribution of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree, and (iii) if requested by the underwriters managing the registered public offering, to use all reasonable efforts to cause each other holder of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, purchased from the Company at any time (other than in a registered public offering) to agree not to effect any public sale or distribution of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.
Companys Agreements. The Company agrees (a) not to file any registration statement relating to the public sale or distribution of Equity Securities by the Company or any of its Affiliates (other than the Selling Stockholder), other than any such sale or distribution consisting solely of a Permitted Company Offering, without the prior written consent of the Selling Stockholder, and (b) not to effect any public sale or distribution of Equity Securities during the period beginning seven calendar days before and ending 90 calendar days (or such lesser period as may be permitted by the managing underwriter or underwriters) after the effective date of the Registration Statement filed in connection with any underwritten public offering of Equity Securities (or, in the case of an offering on Form S-3, the date of the closing under the underwriting agreement in connection therewith), other than any such sale or distribution consisting solely of a Permitted Company Offering, unless the managing underwriter or underwriters thereof shall otherwise agree. Notwithstanding the foregoing, the Company may effect a public sale or distribution of Equity Securities during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or S-8 or any successor form to such forms or as part of any registration of securities for offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement. The Company agrees to use its reasonable best efforts to obtain from each holder of restricted securities of the Company which securities are the same as or similar to the Registrable Shares being registered, or any restricted securities convertible into or exchangeable or exercisable for any such securities, an agreement not to effect any public sale or distribution of such securities during any period referred to in this paragraph, except as part of any such underwritten public offering, if permitted.