of Company. The Board believes it is imperative to diminish the inevitable distraction of Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage Employee's full attention and dedication to Company currently and in the event of any threatened or pending Change of Control, and to provide Employee with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of Employee will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused Company to enter into this Agreement.
of Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
of Company. 7.1 During the term of this Agreement Executive shall devote substantially all of his time, attention, and best efforts to the business of Company and its subsidiaries. Executive shall perform such duties and shall exercise such power and authority as delegated by the Board from time to time provided that such duties are commensurate with the positions of Chairman of the Board and Chief Executive Officer. Executive may engage in other non-business activities such as charitable, educational, religious and similar types of activities so long as such activities do not prevent the performance of Executive's duties herein or conflict in any material way with the business of Company. Notwithstanding the above, Executive shall be permitted to serve as a Director or Trustee of other organizations, in accordance with the policies of Company.
of Company. COMPANY represents and warrants to BUYER as follows:
of Company. The Company agrees that so long as there remains any obligation of Company or any Company Subsidiary to be paid or performed hereunder or under any Note, Company shall:
of Company. The Company agrees that so long as there remains any obligation of Company or any Company Subsidiary to be paid or performed hereunder or under any Note, Company shall not, either directly or indirectly, without the prior written consent of Bank:
of Company. Employee agrees that the decision as to whether to award a Bonus and the percentage amount thereof will be made by the Compensation and will be based solely upon the criteria they set.
of Company. The Seller Shares represent approximately 22% of the issued and outstanding capital stock of the Company.
of Company. If during the term of this Agreement all or substantially all of the assets and business of Company are disposed of by merger, consolidation, sale of assets, or otherwise, then Company may elect either:
of Company. So long as any of the Amended Notes are outstanding, the Company shall promptly notify the Lender of the occurrence of any Event of Default (as defined in the Amended Notes) or any Forbearance Termination Event.
