Employment Agreements Recitals Sample Clauses

Employment Agreements Recitals. Fee Section 9.05(a) Indemnified Officers and Directors Section 7.06(a) IRS Section 4.13(a) Leases Section 4.07(b) Material Contracts Section 4.09(a) Merger Recitals Merger Consideration Section 3.03(a) Merger Sub Preamble NYSE Section 5.03(c) Ohio Law Recitals Parent Preamble Parent Subsidiary Section 5.01 Paying Agent Section 3.04(a) Plans Section 4.13(a) Preferred Shares Section 3.03(a) Proxy Statement Section 7.02(a) Quest Agreement Section 4.20 Requisite Shareholder Approval Section 4.03(a) Restrictive Agreement Section 4.09(e) SEC Reports Section 4.05(a) Securities Act Section 4.05(a) Shares Section 3.03(a) Surviving Corporation Section 2.01 Unaudited Financial Statements Section 4.05(b) Voting Agreement Recitals
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Employment Agreements Recitals. Balance Sheet 3.7 End Date 9.9 Balance Sheet Date 3.7 Enforceability Exceptions 3.3(a) Bank Merger 1.8 Environmental Law 9.9 Bank Merger Certificates 1.8 ERISA 3.11(a) Business Day 9.9 ERISA Affiliate 9.9 Cancelled Shares 2.1(c) Exchange and Paying Agent 2.3 Cash Consideration 2.1(b) Exchange and Paying Agent Agreement 2.3 Certificate of Merger 1.2 Exchange and Payment Fund 2.3 Certificates 2.4(a) Exchange Ratio 2.1(b) Claim 6.7(a) FDIC 3.1(a) Closing 1.3 Federal Reserve 3.4 Closing Date 1.3 First Merger Recitals Code 9.9 Form S-4 6.3(c) Company Preamble GAAP 3.6(a) Company Acquisition Agreement 6.9(a) Governmental Entity 3.4 Company Adverse Recommendation Change 6.9(b) HIPAA 3.11(c) Company Bank Subsidiary 1.8 Holders 2.4(a) Company Benefit Plans 3.11(a) Intellectual Property 9.9 Company Board Recommendation 6.3(a) IRS 3.10(k) Company Bylaws 3.1(a) Joint Proxy Statement 6.3(c) Company Charter 3.1(a) Key Employees Recitals Company Common Stock 2.1(b) Knowledge 9.9 Company Designees 1.5(b) Law 9.9 Company Financial Statements 3.6(a) Laws 9.9 Company Indemnified Party 6.7(a) Leased Premises 3.20(b) Company Intellectual Property 3.21(a) Letter of Transmittal 2.4(a) Company Policies 3.19 Liability 9.9 Company Regulatory Agreement 3.15 Lien 3.1(b) Company SEC Documents 3.5(b) Loan Documentation 9.9 Company Stock Plan 9.9 Loan Sale Agreement 3.22(g) Company Stockholders Meeting 6.3(a) Loan Tape 3.22(b) Company Subsidiaries 3.1(b) Loans 3.22(a) Company Subsidiary 3.1(b) Material Adverse Effect 9.9 Confidentiality Agreement 9.9 Material Contract 3.14(a) Continuation Period 6.5(a) Materially Burdensome Regulatory Condition 6.1(a) Controlled Group Liability 9.9 Maximum Amount 6.7(c) Corporate Entity 9.9 Merger Consideration 2.1(b) Covered Employees 6.5(a) Merger Sub Preamble CRA 3.13(c) INDEX OF DEFINED TERMS Section Section Section Mergers Recitals Qualified Plans 3.11(f) MGCL 1.1 Real Property Leases 3.20(a) Multiemployer Plan 3.11(h) Regulatory Agencies 3.5(a) Multiple Employer Plan 3.11(h) Regulatory Approvals 6.1(a) NASDAQ 3.4 Reports 3.5(a) Notice Period 6.9(g) Representative 6.9(a) Obligor 3.22(a) Required Regulatory Approval 9.9 Option Consideration 2.5(a) Requisite Stockholder Approval 3.3(a) Owned Real Property 3.20(a) Xxxxxxxx-Xxxxx Act 3.6(d) Parent Preamble SDAT 1.2 Parent Bank 1.8 SEC Article III Preamble Parent Benefit Plan 9.9 Second Effective Time 1.2 Parent Board 1.5(b) Second Merger Recitals Parent Board Recommendation 6.3(b) Securities Act 3.2 Pa...
Sample 1
Employment Agreements Recitals. Escrow Account Section ‎‎1.7(g)(i) Escrow Agent Section ‎‎1.7(g)(i) Escrow Agreement Section ‎‎1.7(g)(i) Exchange Agent Section ‎‎1.7(b) Exchange Agent Agreement Section ‎‎1.7(b) Exchange Fund Section ‎‎1.7(b) Expiration Date Section ‎‎1.7(g)(ii) Final Allocation Schedule ‎Section 1.5(a) Financing Section ‎‎4.18(a) Form S-4 Section 4.9(a) Indemnifying Parties Section ‎7.2 Term Definition Indemnitee Section ‎7.2 Insurance Policies Section ‎‎2.18 Initial Allocation Schedule ‎Section 1.5(a) Joint Proxy and Consent Solicitation Statement/Prospectus Section 4.9(a) Leased Real Property Section ‎‎2.20 Letter of Transmittal Section ‎‎1.7(c) Liability Claim Section 7.3(a) Lock-Up Agreement Recitals Lock-Up Securities Section ‎4.16 Material Customers Section ‎‎2.23(a) Material Suppliers Section ‎‎2.23(b) Maximum Premium Section ‎‎4.7(c) Merger Sub One Preamble Merger Sub Two Preamble Merger Subs Preamble Mergers Recitals Motor Preamble Motor Balance Sheet Date Section ‎‎3.9 Motor Board Recitals Motor Cancelled Shares Section ‎‎1.5(b)(ii) Motor Common Stock Recitals Motor Disclosure Schedule ‎ARTICLE 3
Sample 1
Employment Agreements Recitals. Energetics Section 1.1 Energetics Equity Interests Section 3.2 15 Environmental Laws Section 1.1 Environmental Permits Section 1.1 Equity Commitment Letter Section 4.4(a) Equity Financing Section 4.4(a) Equity Investors Section 4.4(a) ERISA Section 1.1 ERISA Affiliate Section 1.1 Escrow Agent Section 1.1 Escrow Agreement Section 2.5(b)(ii) Escrow Release Date Section 1.1 Estimated Closing Cash Amounts Section 2.6(a) Estimated Closing Indebtedness Section 2.6(a) Estimated Closing Unpaid Company Transaction Expenses Section 2.6(a) Estimated Closing Working Capital Amount Section 2.6(a) Estimated Working Capital Amount Section 1.1, Schedule 3(1) Estimated Working Capital Excess Schedule 3(1)(a) Estimated Working Capital Underage Schedule 3(1)(b) Export Control Authorization Section 1.1
Sample 1
Employment Agreements Recitals. Equity Commitment Letter 5.6(a) Equity Financing 5.6(a) Escrow Account 3.3(a)(vii) Escrow Agent 3.3(a)(vii) Escrow Agreements 3.3(a)(vii) Escrowed OP Purchase Price 3.1(b) Escrowed PH Purchase Price 3.1(b) Escrowed Purchase Price 3.1(b) Excess Permitted Distributions 3.1(c) FEP Seller 6.7 FEP Sellers 6.7 Founders Closing 3.2 Initial Reinvestment Period Dispute Notice 6.2(a)
Sample 1

Related to Employment Agreements Recitals

  • Employment Agreements Each of the persons listed on Schedule 9.12 shall have been afforded the opportunity to enter into an employment agreement substantially in the form of Annex VIII hereto.

  • Amendment to Employment Agreement The Employment Agreement is hereby amended as follows:

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Amendment of Employment Agreement The Employment Agreement is hereby amended as follows:

  • Employment and Consulting Agreements Xxxxxxx X. Xxxx and Xxxx X. Xxxxxx shall have executed and delivered employment agreements with BRI, and Xxxxxx Xxxx shall have executed and delivered a Consulting Agreement with BRI.

  • No Employment Agreement Nothing in this agreement shall give the Executive any rights to (or impose any obligations for) continued employment by the Company or any Affiliate or subsidiary thereof or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Executive.

  • Consulting Agreement THIS CONSULTING AGREEMENT entered into as of this 26th day of January, 2004 between DIAMOND DISCOVERIES INTERNATIONAL CORP., a Delaware corporation (the "Company") and Xxxxxxx Xxxxxxx ("Consultant").

  • No Construction as Employment Agreement Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries or affiliated entities.

  • Non-Competition Agreements Except as described in the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, directors or executive officers of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his, her or its ability to be and act in the capacity of shareholder, executive officer or director of the Company, as applicable.

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