Common use of Successors and Binding Agreement Clause in Contracts

Successors and Binding Agreement. (i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), by agreement in form and substance satisfactory to Employee, to expressly 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee to compensation from the Company in the same amount and on the same terms as Employee would be entitled hereunder if employee terminated Employee’s employment after a Change in Control for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of Employee’s employment becomes effective. As used in this Agreement, “

Appears in 6 contracts

Samples: Termination Agreement (Mgi Pharma Inc), Termination Agreement (Mgi Pharma Inc), Termination Agreement (Mgi Pharma Inc)

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Successors and Binding Agreement. (i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), by agreement in form and substance satisfactory to Employee, to expressly 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee to compensation from the Company in the same amount and on the same terms as Employee would be entitled hereunder if employee terminated Employee’s 's employment after a Change in Control for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of Employee’s 's employment becomes effective. As used in this Agreement, "

Appears in 6 contracts

Samples: Termination Agreement (Mgi Pharma Inc), Termination Agreement (Mgi Pharma Inc), Termination Agreement (Mgi Pharma Inc)

Successors and Binding Agreement. (i) The Company Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the CompanyCorporation), by agreement in form and substance satisfactory to Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it if no such succession had taken place. Failure of the Company Corporation to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee to compensation from the Company Corporation in the same amount and on the same terms as Employee would be entitled hereunder if employee terminated Employee’s employment after a Change in Control for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of Employee’s 's employment becomes effective. As used in this Agreement, "

Appears in 4 contracts

Samples: Change in Control Severance Agreement (Otter Tail Corp), Change in Control Severance Agreement (Otter Tail Corp), Change in Control Severance Agreement (Otter Tail Corp)

Successors and Binding Agreement. (i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), by agreement in form and substance satisfactory to Employee, to expressly 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee to compensation from the Company in the same amount and on the same terms as Employee would be entitled hereunder if employee terminated Employee’s 's employment after a Change in Control for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of Employee’s employment becomes effective. As used in this Agreement, “that

Appears in 3 contracts

Samples: Termination Agreement (Mgi Pharma Inc), Termination Agreement (Mgi Pharma Inc), Termination Agreement (Mgi Pharma Inc)

Successors and Binding Agreement. (i) The Company will require any successor (whether direct or indirect, by purchasebypurchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), by agreement in form and substance satisfactory to Employee, to expressly 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee to compensation from the Company in the same amount and on the same terms as Employee would be entitled hereunder if employee terminated Employee’s his employment after a Change in Control for Good Reason, except that for purposes of implementing the die foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of Employee’s 's employment becomes effective. As used in this Agreement, "

Appears in 1 contract

Samples: Termination Agreement (Midwest Medical Insurance Holding Co)

Successors and Binding Agreement. (i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), by agreement in form and substance satisfactory to Employee, to expressly 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee to compensation from the Company in the same amount and on the same terms as Employee would be entitled hereunder if employee terminated Employee’s employment after a Change in Control for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of Employee’s 's employment becomes effective. As used in this Agreement, "

Appears in 1 contract

Samples: Severance Agreement (Otter Tail Power Co)

Successors and Binding Agreement. (i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), by agreement in form and substance satisfactory to EmployeeExecutive, to expressly 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee Executive to compensation from the Company in the same amount and on the same terms as Employee Executive would be entitled hereunder if employee Executive terminated Employee’s employment after a Change in Control for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of EmployeeExecutive’s employment becomes effective. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 6(i) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Appears in 1 contract

Samples: Severance Agreement (St Jude Medical Inc)

Successors and Binding Agreement. (i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), by agreement in form and substance satisfactory to Employee, to expressly 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee to compensation from the Company in the same amount and on the same terms as Employee would be entitled hereunder if employee terminated Employee’s employment after a Change in Control for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of Employee’s employment becomes effective. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 5(i) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Appears in 1 contract

Samples: Termination Agreement (Mgi Pharma Inc)

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Successors and Binding Agreement. (i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), by agreement in form and substance satisfactory to Employee, to expressly 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee to compensation from the Company in the same amount and on the same terms as Employee would be entitled hereunder if employee terminated Employee’s 's employment after a Change in Control for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of Employee’s 's employment becomes effective. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 5(i) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Appears in 1 contract

Samples: Termination Agreement (Mgi Pharma Inc)

Successors and Binding Agreement. (i) The Company Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the CompanyCorporation ), by agreement in form and substance satisfactory to Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it if no such succession had taken place. Failure of the Company Corporation to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee to compensation from the Company Corporation in the same amount and on the same terms as Employee would be entitled hereunder if employee terminated Employee’s employment after a Change in Control for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of Employee’s 's employment becomes effective. As used in this Agreement, "

Appears in 1 contract

Samples: Change in Control Severance Agreement (Otter Tail Corp)

Successors and Binding Agreement. (ia) The Company will require any successor (whether direct or indirect, ) by purchase, merger, consolidation consolidation, or otherwise to all or substantially all of the business and/or of the assets of the Company), by agreement in form and substance satisfactory to Employee, Company to expressly 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Company in the same amount and on the same terms as the Employee would be entitled hereunder if employee the Employee terminated Employee’s his employment after a Change in Control for Good Reason, except that that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of the Employee’s 's employment becomes effective. As used in this Agreement, "

Appears in 1 contract

Samples: Change in Control Agreement (Endocardial Solutions Inc)

Successors and Binding Agreement. (i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), by agreement in form and substance satisfactory to Employee, to expressly 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee to compensation from the Company in the same amount and on the same terms as Employee would be entitled hereunder if employee terminated Employee’s his employment after a Change in Control for Good Reason, except that for purposes of implementing of the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of Employee’s 's employment becomes effective. As used in this Agreement, "

Appears in 1 contract

Samples: Form of Severance Agreement (Blanch E W Holdings Inc)

Successors and Binding Agreement. (ia) The Company will require any successor (whether direct or indirect, ) by purchase, merger, consolidation consolidation, or otherwise to all or substantially all of the business and/or of the assets of the Company), by agreement in form and substance satisfactory to Employee, Company to expressly 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement agreement and shall entitle the Employee to the compensation from the Company in the same amount and on the same terms as the Employee would be entitled hereunder if employee the Employee terminated Employee’s his employment after a Change in Control for Good Reason, except that that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date that the termination of the Employee’s 's employment becomes effective. As used in this Agreement, "

Appears in 1 contract

Samples: Change in Control Agreement (Endocardial Solutions Inc)

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