Common use of Successors; Binding Agreement Clause in Contracts

Successors; Binding Agreement. (a) 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 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.

Appears in 35 contracts

Samples: Employment Agreement (Vanguard Health Systems Inc), Employment Agreement (Aes Corporation), Employment Agreement (Vanguard Health Systems Inc)

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Successors; Binding Agreement. (a) The 9.1 In addition to any obligations imposed by law upon any successor to the Company, 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 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.

Appears in 23 contracts

Samples: Form of Severance Agreement (Compuware Corp), Change in Control Severance Agreement (CF Industries Holdings, Inc.), Change in Control Severance Agreement (Yum Brands Inc)

Successors; Binding Agreement. (a) The 10.1 In addition to any obligations imposed by law upon any successor to the Company, 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 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.

Appears in 21 contracts

Samples: Agreement (Stanley Black & Decker, Inc.), Severance Agreement (Baxter International Inc), Change in Control Severance Agreement (Bureau of National Affairs Inc)

Successors; Binding Agreement. (a) The 8.1 In addition to any obligations imposed by law upon any successor to the Company, 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 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 placeaccordance with its terms.

Appears in 17 contracts

Samples: Kaman Corporation (Kaman Corp), Change in Control Agreement (Kaman Corp), Change in Control Agreement (KAMAN Corp)

Successors; Binding Agreement. (a) The 11.1 In addition to any obligations imposed by law upon any successor to the Company, 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 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.

Appears in 16 contracts

Samples: Change in Control Severance Agreement (Armstrong World Industries Inc), Change in Control Agreement (Duke Energy CORP), Release Agreement (Armstrong Flooring, Inc.)

Successors; Binding Agreement. (a) 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 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.. As used in this Agreement, "

Appears in 15 contracts

Samples: Employment Agreement (Ralph Lauren Corp), Employment Agreement (Aes Corporation), Employment Agreement (Aes Corporation)

Successors; Binding Agreement. (a) 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 or assets of the 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 assumption and agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement. As used in this Employment Agreement, "

Appears in 14 contracts

Samples: Employment and Non Competition Agreement (Liska Biometry Inc), Employment and Non Competition Agreement (Liska Biometry Inc), Employment and Non Competition Agreement (Liska Biometry Inc)

Successors; Binding Agreement. (a) The Company will shall 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 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.. As used in this Agreement, "

Appears in 13 contracts

Samples: Change (Cognizant Corp), Nielsen Media Research Inc, Ims Health Inc

Successors; Binding Agreement. (ai) The Company will require any successor (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 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.of

Appears in 12 contracts

Samples: Severance Agreement (Cyberonics Inc), Severance Agreement (Cyberonics Inc), Severance Agreement (Cyberonics Inc)

Successors; Binding Agreement. (a) The Company will shall 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 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. Unless expressly provided otherwise, “Company” as used herein shall mean the Company as defined in this Agreement and any successor to its business and/or assets as aforesaid.

Appears in 11 contracts

Samples: Employment Agreement (SONDORS Inc.), Executive Employment Agreement (ConversionPoint Holdings, Inc.), Employment Agreement (SONDORS Inc.)

Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, indirect by purchase, merger, consolidation or otherwise) , to all or substantially all of the business and/or assets of the Company 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.

Appears in 10 contracts

Samples: Change in Control Agreement (Osteotech Inc), Change in Control Agreement (Osteotech Inc), Change in Control Agreement (Osteotech Inc)

Successors; Binding Agreement. (a) The In addition to any obligations imposed by law upon any successor to the Company, 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 Company, or who acquires the stock of the Company, to expressly 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.

Appears in 10 contracts

Samples: Severance Agreement (Acuity Brands Inc), Severance Agreement (Acuity Brands Inc), Severance Agreement (Acuity Brands Inc)

Successors; Binding Agreement. (a) The a. In addition to any obligations imposed by law upon any successor to the Company, 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 Company, or who acquires the stock of the Company, to expressly 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.

Appears in 10 contracts

Samples: Severance Agreement (Acuity Brands Inc), Severance Agreement (Zep Inc.), Severance Agreement (Acuity Brands Inc)

Successors; Binding Agreement. (a) The 9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company will shall 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 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 assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement.

Appears in 9 contracts

Samples: Change in Control Severance Agreement (Pivotal Software, Inc.), Change in Control Severance Agreement (Emc Corp), Change in Control Severance Agreement (Emc Corp)

Successors; Binding Agreement. (ai) 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 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.. Such assumption and agreement shall be obtained prior to the effectiveness of any such succession. As used in this Agreement, "

Appears in 9 contracts

Samples: Employment Agreement (R H Donnelley Corp), Employment Agreement (R H Donnelley Corp), Registration Rights Agreement (Harvey Electronics Inc)

Successors; Binding Agreement. (a) 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 Company, by agreement in form and substance reasonably 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.

Appears in 9 contracts

Samples: Employment Agreement (Gse Systems Inc), Employment Agreement (Gse Systems Inc), Employment Agreement (Gse Systems Inc)

Successors; Binding Agreement. (a) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or or assets of the Company Company, by agreement in form and substance satisfactory to the Executive, 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.. As used in this Agreement, "

Appears in 8 contracts

Samples: Change of Control Executive Employment Agreement (Genius Products Inc), Change of Control Executive Employment Agreement (Genius Products Inc), Employment Agreement (Genius Products Inc)

Successors; Binding Agreement. (a) The By an assumption agreement in form and substance satisfactory to the Director, the Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or or assets of the 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 this Agreement had no such succession had taken placeoccurred.

Appears in 8 contracts

Samples: Bancorp Amended Director Retirement Agreement (Cortland Bancorp Inc), Bancorp Director Retirement Agreement (Cortland Bancorp Inc), Bancorp Amended Director Retirement Agreement (Cortland Bancorp Inc)

Successors; Binding Agreement. (a) Assumption by Successor. 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 or assets of the Company expressly to expressly assume and to 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; provided, however, that no such assumption shall relieve the Company of its obligations hereunder.

Appears in 8 contracts

Samples: Supermarkets General Holdings Corp, Supermarkets General Holdings Corp, Supermarkets General Holdings Corp

Successors; Binding Agreement. (a) The In addition to any obligations imposed by law upon any successor to the Company, 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 Company, to expressly 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.

Appears in 7 contracts

Samples: Retention Agreement (Office Depot Inc), Retention Agreement (Electrameccanica Vehicles Corp.), Retention Agreement (Office Depot Inc)

Successors; Binding Agreement. (a) The 11.1 In addition to any obligations imposed by law upon any successor to the Company, 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 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. In any event this Agreement shall be binding upon the Company and any successors or assignee.

Appears in 7 contracts

Samples: Severance Agreement (Globe Business Resources Inc), Severance Agreement (Globe Business Resources Inc), Severance Agreement (Globe Business Resources Inc)

Successors; Binding Agreement. (a) 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 Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Amended 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 Amended Agreement. As used in this Amended Agreement, “

Appears in 6 contracts

Samples: Executive Employment Contract (Sensient Technologies Corp), Employment Contract (Sensient Technologies Corp), Employment Contract (Sensient Technologies Corp)

Successors; Binding Agreement. (a) A. The Company will shall require any successor successors or assigns (whether direct or indirect, indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company expressly to expressly assume and agree to perform this Agreement in the same manner and to the same extent that as if they were an original party hereto, and this Agreement shall inure to the Company would be required to perform it if no benefit of any such succession had taken placesuccessor or assign.

Appears in 6 contracts

Samples: Severance Agreement (PLM International Inc), Severance Agreement (PLM International Inc), Severance Agreement (PLM International Inc)

Successors; Binding Agreement. (a) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business and/or or assets of the Company Company, by an assumption agreement in form and substance satisfactory to the Executive, 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 this Agreement if no such succession had taken placeoccurred.

Appears in 6 contracts

Samples: Salary Continuation Agreement (Capital Corp of the West), Salary Continuation Agreement (Capital Corp of the West), Salary Continuation Agreement (Capital Corp of the West)

Successors; Binding Agreement. (a) The By an assumption agreement in form and substance satisfactory to the Executive, the Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business and/or or assets of the 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 this Agreement had no such succession had taken placeoccurred.

Appears in 6 contracts

Samples: Solicitation Agreement (Franklin Financial Network Inc.), Non Solicitation Agreement (Franklin Financial Network Inc.), Non Competition Agreement (Center Bancorp Inc)

Successors; Binding Agreement. (a) The SECTION 7.01. In addition to any obligations imposed by law upon any successor to the Company, 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 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.

Appears in 6 contracts

Samples: Officer Severance Agreement (Millipore Corp /Ma), Officer Severance Agreement (Millipore Corp /Ma), Officer Severance Agreement (Millipore Corp /Ma)

Successors; Binding Agreement. (a) 9.1 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 to expressly assume and agree be obligated to perform this Agreement (whether by reason of express assumption by the successor or by operation of law) 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.

Appears in 5 contracts

Samples: Change in Control/Severance Agreement (Guaranty Financial Group Inc.), Change in Control/Severance Agreement (Guaranty Financial Group Inc.), Change in Control/Severance Agreement (Forestar Real Estate Group LLC)

Successors; Binding Agreement. (a) 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 assets of the 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 by the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall constitute a breach of this Agreement and the provisions of Section 3 of this Agreement shall apply. As used in this Agreement, "

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Corestates Financial Corp), Agreement and Plan of Merger (Meridian Bancorp Inc), Change in Control and Termination Agreement (Progress Financial Corp)

Successors; Binding Agreement. (a) The This Agreement is not assignable by the Company will require any except to a 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 to Company, provided that such successor expressly assume assumes and agree agrees 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.

Appears in 5 contracts

Samples: Employment Agreement (Body Central Acquisition Corp), Employment Agreement (Roper Industries Inc), Employment Agreement (Body Central Acquisition Corp)

Successors; Binding Agreement. (a) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or or assets of the Company Company, and any parent company thereof, by agreement or agreements in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement Agreement, and in the case of any such parent company expressly to guarantee and agree to cause the performance of this Agreement, in the same manner and to the same extent that as the Company would be required to perform it if no such succession had taken place.. As used in this Agreement, “

Appears in 5 contracts

Samples: Severance Agreement (Fortune Brands Inc), Severance and Retirement Agreement (Fortune Brands Inc), Amended and Restated Severance Agreement (Acushnet Holdings Corp.)

Successors; Binding Agreement. (a) 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 Company, by agreement in form and reasonably 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.

Appears in 5 contracts

Samples: Employment Agreement (Gse Systems Inc), Employment Agreement (Gse Systems Inc), Employment Agreement (Gse Systems Inc)

Successors; Binding Agreement. (a) The 7.1 In addition to any obligations imposed by law upon any successor to the Company, 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 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.

Appears in 5 contracts

Samples: Release Agreement (Kapstone Paper & Packaging Corp), Release Agreement (Kapstone Paper & Packaging Corp), Release Agreement (Kapstone Paper & Packaging Corp)

Successors; Binding Agreement. (a) The Company will require cause 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 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.

Appears in 5 contracts

Samples: Retention Agreement (Washington Group International Inc), Form of Retention Bonus Agreement (Homebanc Corp), Retention Agreement (Washington Group International Inc)

Successors; Binding Agreement. (a) The Corporation and 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 assets of the Corporation or the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation and Company would be required to perform it if no such succession had taken place.. As used in this Agreement, “Corporation” and “

Appears in 5 contracts

Samples: Employment Agreement (NI Holdings, Inc.), Employment Agreement (NI Holdings, Inc.), Employment Agreement (NI Holdings, Inc.)

Successors; Binding Agreement. (a) 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 or assets of the Company Company, by agreement in form and substance reasonably acceptable to the Contractor, 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement.

Appears in 4 contracts

Samples: Supply of Services Agreement (Flex Fuels Energy, Inc.), Supply of Services Agreement (Flex Fuels Energy, Inc.), Supply of Services Agreement (Zenosense, Inc.)

Successors; Binding Agreement. (a) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or or assets of the Company Company, and any parent company thereof, by agreement or agreements in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement Agreement, and in the case of any such parent company expressly to guarantee and agree to cause the performance of this Agreement, in the same manner and to the same extent that as the Company would be required to perform it if no such succession had taken place.. As used in this Agreement, "

Appears in 4 contracts

Samples: Exhibit 10d1 (Fortune Brands Inc), Severance and Retirement Agreement (Fortune Brands Inc), Exhibit 10j12 (Fortune Brands Inc)

Successors; Binding Agreement. (a) The Upon a Change in Control, the Company will shall require any successor to its business or assets (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of ), that employs the business and/or assets of the Company Executive and any parent company thereof, to expressly assume and agree to perform the Company’s obligations under 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 placeAgreement.

Appears in 4 contracts

Samples: Agreement (Fortune Brands Home & Security, Inc.), Fortune Brands Home & Security, Inc., Fortune Brands Home & Security, Inc.

Successors; Binding Agreement. (a) The Company will require shall seek to cause any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or the assets of the 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. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors and assigns.

Appears in 4 contracts

Samples: Employment Agreement (American Italian Pasta Co), Employment Agreement (American Italian Pasta Co), Employment Agreement (American Italian Pasta Co)

Successors; Binding Agreement. (a) The In addition to any obligations imposed by law upon any successor to the Company, 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 or assets of the 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.

Appears in 4 contracts

Samples: Separation Agreement (Harvest Natural Resources, Inc.), Separation Agreement (Harvest Natural Resources, Inc.), Separation Agreement (Harvest Natural Resources, Inc.)

Successors; Binding Agreement. (a) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or or assets of the 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.

Appears in 4 contracts

Samples: Consulting Agreement (Premiumwear Inc), Separation and Consulting Agreement (Silicon Valley Group Inc), Consulting Agreement (North Fork Bancorporation Inc)

Successors; Binding Agreement. (a) The Company will shall 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 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.. As used in this Agreement, "

Appears in 4 contracts

Samples: Employment and Non Competition Agreement (Everest One Ipa Inc), Employment Agreement (Home Dialysis of Columbus Inc), Employment Agreement (Everest Healthcare Texas Holding Corp)

Successors; Binding Agreement. (a) The Company's Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred except that 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 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.. As used in this Agreement, "

Appears in 4 contracts

Samples: Employment Agreement (Excel Realty Trust Inc), Employment Agreement (Excel Realty Trust Inc), Employment Agreement (Excel Realty Trust Inc)

Successors; Binding Agreement. (a) a. 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 to assume 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. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

Appears in 4 contracts

Samples: Change in Control Agreement (Koppers Holdings Inc.), Letter Agreement (Koppers Holdings Inc.), Change in Control Agreement (Koppers Holdings Inc.)

Successors; Binding Agreement. (a) The Company will shall require any successor to all or substantially all of its business or assets (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company ), and any parent company thereof, to expressly assume and agree to perform the Company’s obligations under 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 placeAgreement.

Appears in 4 contracts

Samples: Termination of Employment (Beam Inc), Confidential Waiver Agreement and General Release (Fortune Brands Home & Security, Inc.), Termination of Employment (Fortune Brands Home & Security, Inc.)

Successors; Binding Agreement. (a) The 9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company will shall 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 Company, prior to such succession, 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.

Appears in 4 contracts

Samples: Severance Agreement (Lorillard, Inc.), Executive Severance Agreement (Skyterra Communications Inc), Severance Agreement (Lorillard, Inc.)

Successors; Binding Agreement. (a) The 6.1 In addition to any obligations imposed by law upon any successor to the Company, 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 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.

Appears in 4 contracts

Samples: Severance Agreement (Covisint Corp), Severance Agreement (Covisint Corp), Severance Agreement (Covisint Corp)

Successors; Binding Agreement. (a) 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 to assume 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. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

Appears in 4 contracts

Samples: Employment Contract (Koppers Inc), Employment Contract (Koppers Inc), Employment Contract (Koppers Inc)

Successors; Binding Agreement. (a) The 9.1 In addition to any obligations imposed by law upon any successor to the Company, and subject to the last sentence of Section 2, 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 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.

Appears in 4 contracts

Samples: Change in Control Agreement (Janus Capital Group Inc), Change in Control Agreement (Janus Capital Group Inc), Change in Control Agreement (Janus Capital Group Inc)

Successors; Binding Agreement. (a) 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 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.

Appears in 4 contracts

Samples: Letter Agreement (Xerox Corp), Xerox Corp, Xerox Corp

Successors; Binding Agreement. (a) 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 Company, by agreement in form and substance satisfactory to the Executive, 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. As used in this Agreement, "

Appears in 3 contracts

Samples: Employment Contract (Universal Foods Corp), Employment Agreement (Affiliated Computer Services Inc), Universal Foods Corp

Successors; Binding Agreement. (a) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or or assets of the Company 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.

Appears in 3 contracts

Samples: Consulting Agreement (Provident Bankshares Corp), Consulting Agreement (Grand Enterprises Inc/De), Consulting Agreement (American Energy Services Inc)

Successors; Binding Agreement. (a) The Company will shall 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 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. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

Appears in 3 contracts

Samples: Control Agreement (Ims Health Inc), Personal and Confidential (Ims Health Inc), Ims Health Inc

Successors; Binding Agreement. (a) The 1. In addition to any obligations imposed by law upon any successor to the Company, 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 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.

Appears in 3 contracts

Samples: Severance Agreement (Covisint Corp), Change in Control Severance Agreement (Stanley Black & Decker, Inc.), Severance Agreement (Covisint Corp)

Successors; Binding Agreement. (ai) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to of all or substantially all of the business and/or assets of the 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 or assignment had taken place.

Appears in 3 contracts

Samples: Change in Control Agreement (Humana Inc), Change in Control Agreement (Humana Inc), Change in Control Agreement (Humana Inc)

Successors; Binding Agreement. (a) 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 or assets of the Company Company, by agreement, in form and substance satisfactory to the Executive, 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 such assumption and agreement prior to the effectiveness of any such succession will be a breach of this Agreement and entitle the Executive to compensation from the 13 13

Appears in 3 contracts

Samples: Executive Agreement (Corporate Realty Consultants Inc), Executive Agreement (Corporate Realty Consultants Inc), Executive Agreement (Corporate Realty Consultants Inc)

Successors; Binding Agreement. (a) The 5.1 In addition to any obligations imposed by law upon any successor to the Company, 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 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.

Appears in 3 contracts

Samples: Change in Control Agreement (Janus Capital Group Inc), Change in Control Agreement (Janus Capital Group Inc), Change in Control Agreement (Janus Capital Group Inc)

Successors; Binding Agreement. (a) 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 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.. As used in this Agreement, “

Appears in 3 contracts

Samples: Employment Agreement (Aes Corp), Employment Agreement (Aes Corp), Employment Agreement (Aes Corp)

Successors; Binding Agreement. (a) The Company will shall 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 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.the

Appears in 3 contracts

Samples: Websidestory Inc, Websidestory Inc, Websidestory Inc

Successors; Binding Agreement. (a) 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 Company, by agreement in form and reasonably 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.

Appears in 3 contracts

Samples: Employment Agreement (Gse Systems Inc), Employment Agreement (Gse Systems Inc), Employment Agreement (Gse Systems Inc)

Successors; Binding Agreement. (a) The SECTION 5.01. In addition to any obligations imposed by law upon any successor to the Company, 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 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.

Appears in 3 contracts

Samples: Officer Severance Agreement (Millipore Corp /Ma), Officer Severance Agreement (Millipore Corp /Ma), Officer Severance Agreement (Millipore Corp /Ma)

Successors; Binding Agreement. (a) 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 thereof 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.

Appears in 3 contracts

Samples: Employment Agreement (Varsity Brands Inc), Employment Agreement (Varsity Brands Inc), Employment Agreement (Varsity Brands Inc)

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Successors; Binding Agreement. (a) 5.1 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 or assets of the Company expressly 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 an assumption of

Appears in 3 contracts

Samples: Spyglass Inc, Spyglass Inc, Spyglass Inc

Successors; Binding Agreement. (a) 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 Company, by agreement in form and substance satisfactory to the Executive 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.. As used in this Agreement, "

Appears in 2 contracts

Samples: Employment Agreement (Dor Biopharma Inc), Employment Agreement (Endorex Corp)

Successors; Binding Agreement. (ai) 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 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.. Such assumption and agreement shall

Appears in 2 contracts

Samples: Employment Agreement (R H Donnelley Corp), Employment Agreement (R H Donnelley Corp)

Successors; Binding Agreement. (a) 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 or assets of the Company Company, by agreement in form and substance reasonably acceptable to ARM, 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement.

Appears in 2 contracts

Samples: Supply of Services Agreement (Flex Fuels Energy, Inc.), Supply of Services Agreement (Four Rivers Bioenergy Inc.)

Successors; Binding Agreement. (a) The Company will shall require any successor to all or substantially all of the business or assets of the Company (whether such succession is direct or indirect, by purchase, merger, consolidation or otherwise) ), prior to all or substantially all of the business and/or assets of the Company upon such succession, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be have been required to perform it if no such succession had taken place.

Appears in 2 contracts

Samples: Executive Severance Agreement (Pretium Packaging L L C), Executive Severance Agreement (Pretium Packaging L L C)

Successors; Binding Agreement. (a) 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 or assets of the 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.taken

Appears in 2 contracts

Samples: Competition Agreement (Liska Biometry Inc), Competition Agreement (Liska Biometry Inc)

Successors; Binding Agreement. (a) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or or assets of the Company to assume expressly assume in writing and to agree to perform its obligations under 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 prior to the effectiveness of succession shall be a breach of this Agreement. As used in this Agreement, "

Appears in 2 contracts

Samples: Employment Agreement (Physicians Quality Care Inc), Employment Agreement (Physicians Quality Care Inc)

Successors; Binding Agreement. (a) a. 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 Company, upon or prior to such succession, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be have been required to perform it if no such succession had taken place.. A copy of such assumption and agreement shall be delivered to Employee promptly after its execution by the successor. As used in this Agreement, "

Appears in 2 contracts

Samples: Severance Agreement (Sidney Rich Associates, Inc.), Early Retirement Agreement (Brown Shoe Co Inc/)

Successors; Binding Agreement. (a) The 8.1 In addition to any obligations imposed by law upon any successor to the Company, 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 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.

Appears in 2 contracts

Samples: Change in Control Agreement (Delphi Corp), Change in Control Agreement (Delphi Corp)

Successors; Binding Agreement. (a) 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 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.and

Appears in 2 contracts

Samples: Borg Warner Security Corp, Borg Warner Security Corp

Successors; Binding Agreement. (a) 6.1 The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all all, or substantially all all, of the business and/or or assets of the Company Company, by agreement in form and substance satisfactory to the Manager, 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.

Appears in 2 contracts

Samples: Management Service Agreement (Olympus Pacific Minerals Inc), Management Service Agreement (Olympus Pacific Minerals Inc)

Successors; Binding Agreement. (a) 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 assets of the 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 by the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall constitute a material breach of this Agreement.

Appears in 2 contracts

Samples: Consulting and Separation Agreement (EnerSys), Release Agreement (QNB Corp)

Successors; Binding Agreement. (a) The 9.1 Unless otherwise assumed by operation of law, 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 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.

Appears in 2 contracts

Samples: Change in Control Severance Protection Agreement (LG&E & KU Energy LLC), Change in Control Severance Protection Agreement (LG&E & KU Energy LLC)

Successors; Binding Agreement. (a) 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 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.)

Appears in 2 contracts

Samples: Employment Agreement (Shaw Group Inc), Employment Agreement (Shaw Group Inc)

Successors; Binding Agreement. (a) The 4.1 In addition to any obligations imposed by law upon any successor to the Company, 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 (other than the Successor) 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.

Appears in 2 contracts

Samples: Severance Agreement (Baxalta Inc), Severance Agreement (Baxter International Inc)

Successors; Binding Agreement. (a) The Company will shall 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 Company, by agreement in form and substance reasonably satisfactory to Executive, 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.

Appears in 2 contracts

Samples: Key Executive Severance Agreement (Dove Audio Inc), Key Executive Severance Agreement (Dove Entertainment Inc)

Successors; Binding Agreement. (a) The a. In addition to any obligations imposed by law upon any successor to the Company, 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 or assets of the 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.

Appears in 2 contracts

Samples: Change in Control Agreement (Tractor Supply Co /De/), Change in Control Agreement (Tractor Supply Co /De/)

Successors; Binding Agreement. (a) The Company will require requires 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 Company, by Agreement 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 placeplace unless such successor otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Appears in 2 contracts

Samples: Employment Agreement (Saratoga Brands Inc), Employment Agreement (Saratoga Brands Inc)

Successors; Binding Agreement. (a) 11.1 The Company will require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation or otherwise) otherwise to all or substantially all of the business and/or or assets of the Company (“Successor”) expressly 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. As used in this Agreement, “Company” shall mean the Company as herein before defined and any Successor which assumes and agrees to perform this Agreement by operation of law, or otherwise.

Appears in 2 contracts

Samples: Change of Control Agreement (Stancorp Financial Group Inc), Change of Control Agreement (Stancorp Financial Group Inc)

Successors; Binding Agreement. (ai) 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 Company, by agreement in form and substance satisfactory to the Executive, 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.. As used in this Agreement, "

Appears in 2 contracts

Samples: Agreement (Anderson Tully Co), Agreement (Anderson Tully Co)

Successors; Binding Agreement. (a) 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 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 has taken place.

Appears in 2 contracts

Samples: Employment Agreement (Freedom Chemical Co), Employment Agreement (Freedom Chemical Co)

Successors; Binding Agreement. (a) The Company will shall 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 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.. Unless expressly provided otherwise, "

Appears in 2 contracts

Samples: Aclara Biosciences Inc, Aclara Biosciences Inc

Successors; Binding Agreement. (a) The 9.1 In addition to any obligations imposed by law upon any successor to the Company, 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 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 assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to

Appears in 2 contracts

Samples: Severance Agreement (Baker Hughes Inc), Severance Agreement (Baker Hughes Inc)

Successors; Binding Agreement. (a) 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 or assets of the 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 assumption and agreement prior to the effectiveness of any such succession

Appears in 2 contracts

Samples: Compete Agreement (Digital Angel Corp), Compete Agreement (Digital Angel Corp)

Successors; Binding Agreement. (a) 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 assets of the Company Company, by an assumption agreement in form and substance satisfactory to the Director, 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 this Agreement if no such succession had taken place.

Appears in 1 contract

Samples: Retirement Agreement (Cortland Bancorp Inc)

Successors; Binding Agreement. (a) The Company will shall 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 and its subsidiaries 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.assume

Appears in 1 contract

Samples: Executive Employment Agreement (Barry R G Corp /Oh/)

Successors; Binding Agreement. (a) 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 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.. As used in this Agreement, the "

Appears in 1 contract

Samples: Employment Agreement (Polo Ralph Lauren Corp)

Successors; Binding Agreement. (a) The In addition to any obligations imposed by law upon any successor to the Company, 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 to expressly assume and agree in writing 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.. This Agreement shall inure

Appears in 1 contract

Samples: Executive Severance Benefit Agreement (Venator Group Inc)

Successors; Binding Agreement. (aA) 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 Company, by agreement in form and substance satisfactory to the 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.. As used in this Agreement, "

Appears in 1 contract

Samples: Employment Agreement (Endorex Corp)

Successors; Binding Agreement. (a) The Company will shall 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 and each entity that, directly or indirectly, becomes a parent corporation of the Company, by agreement in form and substance satisfactory to Mr. Xxxxxx, xx 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.. As used in this Agreement, "

Appears in 1 contract

Samples: Agreement (Health Systems International Inc)

Successors; Binding Agreement. (a) The 9.1 In addition to any obligations imposed by law upon any successor to the Company, 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 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 assumption and agreement prior to the effectiveness of any such succession shall be a breach of this

Appears in 1 contract

Samples: Severance Agreement (Barnes Group Inc)

Successors; Binding Agreement. (a) The Company will shall 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 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. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

Appears in 1 contract

Samples: Ims Health Inc

Successors; Binding Agreement. (a) 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 or assets of the Company Company, by agreement in form and substance reasonably acceptable to Little Eagle, 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 such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement.

Appears in 1 contract

Samples: Supply of Services Agreement (Imperial Resources, Inc.)

Successors; Binding Agreement. (a) 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 assets of the Company Company, by agreement in form and substance satisfactory to the Executive, 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 as if no such succession had taken place.

Appears in 1 contract

Samples: Executive Agreement (Amcast Industrial Corp)

Successors; Binding Agreement. (a) The Company will shall 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 Company, by agreement in form and substance reasonably satisfactory to the Executive, 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.no

Appears in 1 contract

Samples: Employment Agreement (Idt Corp)

Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or at substantially all of the business and/or or assets of the Company (including without limitation any Acquiror or Purchaser) 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.. As used in this Agreement, "

Appears in 1 contract

Samples: Modification of Employee Retention Agreement (Bay Networks Inc)

Successors; Binding Agreement. (a) A. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the 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 or assignment had taken place.. As used in this Agreement, "

Appears in 1 contract

Samples: Severance Agreement (Vicorp Restaurants Inc)

Successors; Binding Agreement. (a) The Company will shall 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 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.and/or

Appears in 1 contract

Samples: Ims Health Inc

Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the its business and/or assets of the 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.

Appears in 1 contract

Samples: Supplemental Employment Agreement (Orbital Sciences Corp /De/)

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