Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 463 contracts
Samples: Severance and Change in Control Agreement (Sage Therapeutics, Inc.), Employment Agreement (Brightcove Inc), Employment Agreement (Cingulate Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this AgreementAgreement and shall constitute Good Reason if the Executive elects to terminate employment.
Appears in 90 contracts
Samples: Release Agreement (Harvard Bioscience Inc), Employment Agreement (Danvers Bancorp, Inc.), Release Agreement (Harvard Bioscience Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of As used in this Agreement, “Company” shall mean the Company as defined above and any successor to obtain an assumption of this Agreement at its business or prior assets as aforesaid which assumes and agrees to the effectiveness of any succession shall be a material breach of perform this Agreement, by operation of law or otherwise.
Appears in 23 contracts
Samples: Change of Control Agreement (Boston Communications Group Inc), Change of Control Agreement (Boston Communications Group Inc), Change of Control Agreement (Boston Communications Group Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be is a material breach of this Agreement.
Appears in 20 contracts
Samples: Agreement (InMed Pharmaceuticals Inc.), Agreement (Arbutus Biopharma Corp), Executive Employment Agreement (InMed Pharmaceuticals Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company and the Employer expressly to assume and agree to perform this Agreement to the same extent that the Company and the Employer would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 15 contracts
Samples: Employment Agreement (Paramount Group, Inc.), Employment Agreement (Easterly Government Properties, Inc.), Employment Agreement (Paramount Group, Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 13 contracts
Samples: Executive Employment Agreement (Princeton Review Inc), Executive Employment Agreement (Princeton Review Inc), Executive Employment Agreement (Princeton Review Inc)
Successor to Company. The Company may unilaterally assign this Agreement to a related entity, a successor, or an assign. The Company, however, shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 9 contracts
Samples: Employment Agreement (Ener1 Inc), Executive Employment Agreement (Crush Capital Inc.), Executive Employment Agreement (Crush Capital Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this AgreementAgreement and shall constitute Constructive Termination if the Executive elects to terminate employment.
Appears in 8 contracts
Samples: Executive Employment Agreement (Finisar Corp), Executive Employment Agreement (Finisar Corp), Executive Employment Agreement (Finisar Corp)
Successor to Company. The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall will be a material breach of this Agreement.
Appears in 8 contracts
Samples: Executive Agreement (Guidewire Software, Inc.), Form of Executive Agreement (Guidewire Software, Inc.), Executive Agreement (Guidewire Software, Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.taken
Appears in 8 contracts
Samples: Employment Agreement (Aastrom Biosciences Inc), Executive Employment Agreement (ArborGen Inc.), Employment Agreement (Karuna Therapeutics, Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this the Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of As used in the Agreement, “Company” shall mean the Company as defined above and any successor to obtain an assumption its business or assets as aforesaid which assumes and agrees to perform the Agreement, by operation of this Agreement at law or prior to the effectiveness of any succession shall be a material breach of this Agreementotherwise.
Appears in 6 contracts
Samples: Employment Agreement (Curis Inc), Offer Letter (Curis Inc), Offer Letter (Curis Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement..
Appears in 6 contracts
Samples: Employment Agreement (Scholar Rock Holding Corp), Employment Agreement (Blueprint Medicines Corp), Employment Agreement (Blueprint Medicines Corp)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 5 contracts
Samples: Employment Agreement (Alphatec Holdings, Inc.), Employment Agreement (Alphatec Holdings, Inc.), Executive Retention Agreement (Sepracor Inc /De/)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 4 contracts
Samples: Control Executive Retention Agreement (Viasys Healthcare Inc), Control Executive Retention Agreement (Viasys Healthcare Inc), Control Executive Retention Agreement (Viasys Healthcare Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of As used in this Agreement, "Company" shall mean the Company as defined above and any successor to obtain an assumption of this Agreement at its business or prior assets as aforesaid which assumes and agrees to the effectiveness of any succession shall be a material breach of perform this Agreement, by operation of law or otherwise.
Appears in 4 contracts
Samples: Executive Severance Agreement (Thermo Electron Corp), Executive Severance Agreement (Thermo Electron Corp), Executive Severance Agreement (Thermo Electron Corp)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement. [Signature page follows.]
Appears in 4 contracts
Samples: Employment Agreement (Blueprint Medicines Corp), Employment Agreement (Blueprint Medicines Corp), Employment Agreement (Blueprint Medicines Corp)
Successor to Company. The In addition to any obligations imposed by law upon any successor to the Company, the Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 4 contracts
Samples: Change in Control Agreement (Valspar Corp), Change in Control Agreement (Valspar Corp), Severance Agreement (National Computer Systems Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of As used in this Agreement, “Company” shall mean the Company as defined above and any successor to obtain an assumption of this Agreement at its business or prior assets as aforesaid which assumes and agrees to the effectiveness of any succession shall be a material breach of perform this Agreement, by operation of law or otherwise.
Appears in 4 contracts
Samples: Change of Control Agreement (Boston Communications Group Inc), Change of Control Agreement (Boston Communications Group Inc), Change of Control Agreement (Boston Communications Group Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this AgreementAgreement and shall constitute Good Reason if the Executive elects to terminate employment.
Appears in 4 contracts
Samples: Executive Employment Agreement (Moldflow Corp), Executive Employment Agreement (Moldflow Corp), Executive Employment Agreement (Moldflow Corp)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of As used in this Agreement, the “Company” shall mean the Company as defined above and any successor to obtain an assumption of this Agreement at its business or prior assets as aforesaid which assumes and agrees to the effectiveness of any succession shall be a material breach of perform this Agreement, by operation of law or otherwise.
Appears in 4 contracts
Samples: Executive Transition Agreement (Kadant Inc), Transition and Executive Chairman Agreement (Kadant Inc), Executive Transition Agreement (Kadant Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Biostage, Inc.), Employment Agreement (Biostage, Inc.), Employment Agreement (Biostage, Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Mevion Medical Systems, Inc.), Employment Agreement (Mevion Medical Systems, Inc.), Change of Control Agreement (Moldflow Corp)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement Agreement, including Section 4, to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Aerpio Pharmaceuticals, Inc.), Employment Agreement (Aerpio Pharmaceuticals, Inc.), Employment Agreement (Aerpio Pharmaceuticals, Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.Agreement and shall constitute Good Reason if the Executive elects to terminate employment.
Appears in 3 contracts
Samples: Executive Employment Agreement (Plug Power Inc), Executive Employment Agreement (Plug Power Inc), Executive Employment Agreement (Plug Power Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.Agreement and shall constitute Good Reason if the Executive elects to terminate employment, except that
Appears in 3 contracts
Samples: Retention Agreement (Cuseeme Networks Inc), Retention Agreement (Cuseeme Networks Inc), Executive Retention Agreement (Cuseeme Networks Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this AgreementAgreement and shall constitute Good Reason if the Employee elects to terminate employment.
Appears in 3 contracts
Samples: Employment Agreement (Plug Power Inc), Employment Agreement (Harvard Apparatus Regenerative Technology, Inc.), Employment Agreement (Plug Power Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement agreement at or prior to the effectiveness of any succession shall be a material breach of this agreement and the Agreement and shall constitute Good Reason (as defined under the Agreement) if the Executive elects to terminate employment.
Appears in 3 contracts
Samples: Employment Agreement (Harvard Bioscience Inc), Employment Agreement (Harvard Bioscience Inc), Employment Agreement (Harvard Bioscience Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.a
Appears in 2 contracts
Samples: Executive Retention Agreement (Kadant Inc), Executive Retention Agreement
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of As used in this Agreement, “Company” shall mean the Company and its subsidiaries and any successor to obtain an assumption of this Agreement at their business or prior assets as aforesaid which assumes and agrees to the effectiveness of any succession shall be a material breach of perform this Agreement, by operation of law or otherwise.
Appears in 2 contracts
Samples: Executive Severance Agreement (McLeodUSA Holdings Inc), Executive Severance Agreement (McLeodusa Inc)
Successor to Company. The Company shall require any may not assign this Agreement or its obligations hereunder except to a successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company and shall require such successor expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Ansys Inc), Employment Agreement (Ansys Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Harvard Bioscience Inc), Employment Agreement (Harvard Bioscience Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.. [signature page follows]
Appears in 1 contract
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement. As used in this Agreement, "Company" shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise.
Appears in 1 contract
Successor to Company. The In addition to any obligations imposed by law upon any successor to the Company, the Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly to assume and agree to perform this Agreement agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 1 contract
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement. 21.
Appears in 1 contract
Samples: Employment Agreement (SpringWorks Therapeutics, Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.this
Appears in 1 contract
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.. ACTIVE/101233977.1
Appears in 1 contract
Samples: Employment Agreement (Vericel Corp)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase., merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. , Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Myomo, Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.to
Appears in 1 contract
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company Company, by agreement in form and substance satisfactory to the Executive, to expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure A failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.such
Appears in 1 contract
Samples: Agreement (Neenah Foundry Co)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement..
Appears in 1 contract
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement., and such successor
Appears in 1 contract
Samples: Executive Retention Agreement (Aspen Technology, Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. The Executive consents to any assignment of this Agreement by the Company. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be constitute a material breach termination of this Agreementthe Executive’s employment without Cause.
Appears in 1 contract
Samples: Employment Agreement (Unifirst Corp)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement. 23.
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Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, merger consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken taken, place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Mevion Medical Systems, Inc.)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of As used in this Agreement, "Company" shall mean the Company and its subsidiaries and any successor to obtain an assumption of this Agreement at their business or prior assets as aforesaid which assumes and agrees to the effectiveness of any succession shall be a material breach of perform this Agreement, by operation of law or otherwise.
Appears in 1 contract
Samples: Control Agreement (Equallogic Inc)
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all at least one-third or substantially all more of the business or Company’s gross assets of the Company to expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of As used in this Agreement, “Company” shall mean the Company as defined above and any successor to obtain an assumption of this Agreement at its business or prior assets as aforesaid which assumes and agrees to the effectiveness of any succession shall be a material breach of perform this Agreement, by operation of law or otherwise.
Appears in 1 contract
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 1 contract
Samples: Change in Control Agreement (Capstone Green Energy Holdings, Inc.)
Successor to Company. The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken (Name) place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall will be a material breach of this Agreement.
Appears in 1 contract
Successor to Company. The Company shall require any successor -------------------- (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.to
Appears in 1 contract
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Appears in 1 contract
Samples: Management Employment Agreement (HOOKIPA Pharma Inc.)
Successor to Company. The Company shall require any successor -------------------- (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.and
Appears in 1 contract
