Retention Agreements Sample Clauses

Retention Agreements. The parties agree and acknowledge that the obligations due to each of Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxx, Xxx Xxxxx and Xxxxxx X. Xxxxxxxxxx pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.
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Retention Agreements. Transatlantic and Alleghany shall each use their respective reasonable best efforts during a period of fifteen days following the date hereof to agree to terms of retention agreements for those individuals listed in Section 6.10 of the Transatlantic Disclosure Schedule. Upon reaching such agreement, Transatlantic’s management shall recommend approval of such agreements by the Transatlantic Board. In the event of approval by the Transatlantic Board, Transatlantic shall use its reasonable best efforts to cause the retention agreements between Transatlantic and each of the individuals listed in Section 6.10 of the Transatlantic Disclosure Schedule to be amended and restated (or, with respect to a listed individual who is not currently a party to any retention agreement, cause a new retention agreement to be entered into) in a form mutually agreed by Transatlantic and Alleghany, which agreement in the case of an amended and restated agreement or an agreement replacing a previously offered retention agreement, shall supersede and replace the prior retention agreement entered into or offered. Furthermore, Transatlantic shall not take any further action to enter into any amended and restated retention agreement (or with respect to a listed individual who is not currently a party to any retention agreement, cause a new retention agreement to be entered into), the terms of which would be applicable in the event of the consummation of the transactions contemplated by this Agreement; provided, however, that in the event that the employment of an employee of Transatlantic who is listed on Section 6.10 of the Transatlantic Disclosure Schedule and did not execute his or her retention agreement prior to the date hereof is terminated without Cause prior to the Effective Time, such employee shall be entitled to the same treatment as if such employee had executed a retention agreement which had been mutually agreed by Alleghany and Transatlantic pursuant to this Section 6.10. Pursuant to this Section 6.10, from and after the Effective Time, the Surviving Company hereby agrees to assume and becomes the successor to the rights and obligations of Transatlantic under any agreements that are outstanding on or before the date hereof the amended and restated retention agreements and the such other retention agreements entered into between Transatlantic and its employees on or before the date hereof (or, thereafter, to the extent permitted by this Agreement) without the need for fu...
Retention Agreements. (a) Parent shall retain the Liability for all payments (the “Retained Payments”) under or in relation to any retention, cash appreciation, severance or other agreements with Business Employees that are listed in Section 6.9(a) of the Parent Disclosure Schedule (the “Retention Agreements”).
Retention Agreements. Mallinckrodt Enterprises LLC has entered into retention agreements with certain U.S. Transferred Employees. Buyers shall have no liability with respect to the payments required under such retention agreements.
Retention Agreements. The Retention Agreements shall be in full force and effect as of the Effective Time.
Retention Agreements. 46 Table of Contents (Continued) Page ----
Retention Agreements. Parent will use its commercially reasonable efforts to negotiate and execute before the initial filing of the Registration Statement an employment agreement with Xxxx Xxxxxxxxxx and retention agreements with the persons mutually agreed by Parent and the Company pursuant to terms and conditions mutually acceptable to the parties thereto and the Company; provided, however, in no event will the failure to enter into any such retention agreements be deemed a breach of this Agreement or failure of a closing condition.
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Retention Agreements. The Seller shall use its reasonable best efforts to, prior to the Acceptance Date, cause each of the employees of the Seller and its subsidiaries listed on Exhibit A to this Agreement to enter into a Retention Letter Agreement with the Parent on terms and conditions reasonably acceptable to the Parent.
Retention Agreements. Schedule 10.09 contains a list of retention agreements between Seller and certain Business Employees (“Retention Agreements”), which have previously been provided to Purchaser. Effective as of the Closing, Purchaser or one of its Affiliates shall succeed to and assume each Retention Agreement with a Transferred Employee and all of the obligations and Liabilities of Seller thereunder for the Retention Incentives and Severance Payments described in the Retention Agreements.
Retention Agreements. (a) As a condition precedent to the Closing, certain individuals identified in Schedule 16.3 hereof shall execute agreements, which shall provide among other things an agreement by Lincare to pay such individuals a retention bonus as more fully described in and subject to Section 16.3(b) hereof.
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