Common use of Successors; Binding Agreement Clause in Contracts

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 90 contracts

Samples: Severance Agreement (Avaya Inc), Change in Control Agreement (Aon Corp), Severance Agreement (Avaya Inc)

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Successors; Binding Agreement. (a) This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company or by any merger or consolidation of where the Company whereby the Company is or is not the surviving corporation, or resulting corporation or as a result of upon any transfer of all or substantially all of the assets of the Company’s stock or assets. In the event of any such merger, consolidation or transfer of assetstransfer, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the surviving or resulting corporation or the person or entity corporation to which such stock or assets are of the Company shall be transferred.

Appears in 39 contracts

Samples: Control Severance Agreement (Ventas Inc), Change in Control Severance Agreement (Kindred Healthcare, Inc), Change in Control Severance Agreement (Kindred Healthcare, Inc)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company Corporation whereby the Company Corporation is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the CompanyCorporation. In the event of any such merger, consolidation consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 19 contracts

Samples: Employment Agreement (Choiceone Financial Services Inc), Employment Agreement (Southern Michigan Bancorp Inc), Employment Agreement (Southern Michigan Bancorp Inc)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the CompanyReorganization. In the event of any such merger, consolidation or transfer of assetsReorganization, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 11 contracts

Samples: Severance Agreement (Force Protection Inc), Severance Agreement (Force Protection Inc), Severance Agreement (Force Protection Inc)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 10 contracts

Samples: Agreement (SpartanNash Co), Executive Severance Agreement (SpartanNash Co), Executive Severance Agreement (Wolverine World Wide Inc /De/)

Successors; Binding Agreement. (a) i. This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 7 contracts

Samples: 2019 Severance Benefit Agreement (Groupon, Inc.), 2017 Severance Benefit Agreement (Groupon, Inc.), Severance Benefit Agreement (Groupon, Inc.)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company Corporation whereby the Company Corporation is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the CompanyCorporation. In the event of any such merger, consolidation consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 7 contracts

Samples: Change in Control Agreement (Macatawa Bank Corp), Change in Control Agreement (Macatawa Bank Corp), Change in Control Agreement (Macatawa Bank Corp)

Successors; Binding Agreement. (a) A. This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 5 contracts

Samples: Waiver and Release of Claims (Health Net Inc), Letter Agreement (Health Net Inc), Letter Agreement (Health Net Inc)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the CompanyReorganization. In the event of any such merger, consolidation or transfer of assetsReorganization, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred, in which case the term “Company” will mean such surviving or resulting corporation or acquiror and references to “First Financial” will mean such surviving or resulting corporation or acquiror and its subsidiaries and affiliate entities.

Appears in 5 contracts

Samples: Change in Control (First Financial Holdings Inc /De/), Change in Control (First Financial Holdings Inc /De/), Change in Control (First Financial Holdings Inc /De/)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby whether the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 5 contracts

Samples: Change in Control Agreement (Miller Herman Inc), Change in Control Agreement (Miller Herman Inc), Change in Control Agreement (Miller Herman Inc)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company Corporation whereby the Company Corporation is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the CompanyCorporation. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 5 contracts

Samples: Management Retention Agreement (Fedex Corp), Management Retention Agreement (Fedex Corp), Management Retention Agreement (Fedex Corp)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger merger, consolidation, share exchange or consolidation similar form of corporate reorganization of the Company whereby or any such type of transaction involving the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all other member of the assets of the CompanyCompany Group (a “Business Combination”). In the event of any such merger, consolidation or transfer of assetsBusiness Combination, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity Person to which such assets are transferredtransferred (the “Surviving Company”) and such Surviving Company shall be treated as the Company hereunder.

Appears in 4 contracts

Samples: Executive Severance Agreement (Euramax International Inc), Executive Employment Agreement (Euramax International, Inc.), Executive Severance Agreement (Euramax International Inc)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company or by any merger or consolidation of where the Company whereby the Company is or is not the surviving corporation, or resulting corporation or as a result of upon any transfer of all or substantially all of the assets of the Company's stock or assets. In the event of any such merger, consolidation or transfer of assetstransfer, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the surviving or resulting corporation or the person or entity corporation to which such stock or assets are of the Company shall be transferred.

Appears in 4 contracts

Samples: Control Severance Agreement (Kindred Healthcare Inc), Control Severance Agreement (Kindred Healthcare Inc), Control Severance Agreement (Ventas Inc)

Successors; Binding Agreement. (a) This Agreement shall will not be terminated by terminate upon any merger or consolidation of the Company whereby Company, whether or not the Company is or is not the surviving or resulting corporation or corporation, as a result of any transfer or sale of all or substantially all of the assets of the Company, or as a result of a Sale. In the event of any such merger, consolidation consolidation, transfer or transfer sale of assets, or Sale, the provisions of this Agreement shall will be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 3 contracts

Samples: Involuntary Termination Agreement (Surgalign Holdings, Inc.), Involuntary Termination Agreement (RTI Surgical Holdings, Inc.), Involuntary Termination Agreement (RTI Surgical Holdings, Inc.)

Successors; Binding Agreement. (a) a. This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 3 contracts

Samples: Incentive/Stay Bonus Agreement (First Commonwealth Inc), Incentive/Stay Bonus Agreement (First Commonwealth Inc), Incentive/Stay Bonus Agreement (First Commonwealth Inc)

Successors; Binding Agreement. (a) 10.1. This Agreement shall not be terminated by any merger or consolidation of Business Combination involving the Company whereby irrespective of whether the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation Business Combination or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity Person to which such assets are transferred.

Appears in 2 contracts

Samples: Change in Control Severance Agreement (THQ Inc), Change in Control Severance Agreement (THQ Inc)

Successors; Binding Agreement. (a) 14.1 This Agreement shall not be terminated by any merger or consolidation of the Company whereby Company, irrespective of whether the Company is or is not the surviving or resulting corporation corporation, or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 2 contracts

Samples: Separation, Waiver and Release Agreement (Health Net Inc), Waiver and Release Agreement (Health Net Inc)

Successors; Binding Agreement. (a) 10.1 This Agreement shall not be terminated by any merger or consolidation Reorganization of the Company whereby irrespective of whether the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation Reorganization or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity Person to which such assets are transferred.

Appears in 1 contract

Samples: Severance Agreement (THQ Inc)

Successors; Binding Agreement. (a) This Agreement shall will not be terminated by terminate upon any merger or consolidation of the Company whereby Company, whether or not the Company is or is not the surviving or resulting corporation or corporation, as a result of any transfer or sale of all or substantially all of the assets of the Company. In the event of any such merger, consolidation consolidation, transfer or transfer sale of assets, the provisions of this Agreement shall will be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 1 contract

Samples: Involuntary Termination Agreement (Surgalign Holdings, Inc.)

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Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the CompanyReorganization. In the event of any such merger, consolidation or transfer of assetsReorganization, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred., in which case the term “Company” will mean such surviving or resulting corporation or acquiror and

Appears in 1 contract

Samples: Change in Control (First Financial Holdings Inc /De/)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company or by any merger or consolidation of the Company whereby consolidation, whether or not the Company is or is not the surviving or resulting corporation corporation, or as a result of upon any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon bind and inure to the benefit of the surviving or resulting corporation corporation, or the person or entity corporation to which such assets are shall have been transferred., as the case may be; provided, however, that the Company will require any successor

Appears in 1 contract

Samples: Employment Agreement (Futurelink Corp)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company Employer whereby the Company Employer is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the CompanyEmployer. In the event of any such merger, consolidation consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.. * * *

Appears in 1 contract

Samples: Employment Agreement (Manatron Inc)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company or by any merger or consolidation of where the Company whereby the Company is or is not the surviving corporation, or resulting corporation or as a result of upon any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of 's assets, the provisions of this Agreement or any other Change in Control. The Company shall be binding upon the require any purchaser, assign, surviving or resulting corporation or the person or entity to which such assets are transferred.or

Appears in 1 contract

Samples: Agreement (Beverly Enterprises Inc /De/)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger merger, consolidation, share exchange or consolidation similar form of corporate reorganization of the Company whereby or any such type of transaction involving the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all Subsidiary of the assets of the CompanyCompany (a "Business Combination"). In the event of any such merger, consolidation or transfer of assetsBusiness Combination, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity Person to which such assets are transferredtransferred (the "Surviving Company") and such Surviving Company shall be treated as the Company hereunder.

Appears in 1 contract

Samples: Executive Severance Agreement (MSX International Inc)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Companycompany. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 1 contract

Samples: Severance Agreement (Alberto-Culver CO)

Successors; Binding Agreement. (a) 15.1 This Agreement shall not be terminated by any merger or consolidation of the Company whereby Company, irrespective of whether the Company is or is not the surviving or resulting corporation corporation, or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 1 contract

Samples: Waiver and Release Agreement (Health Net Inc)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.this

Appears in 1 contract

Samples: Management Retention Agreement (Caliber System Inc)

Successors; Binding Agreement. (a) 9.1 This Agreement shall not be terminated by any merger or consolidation Reorganization of the Company whereby irrespective of whether the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation Reorganization or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity Person to which such assets are transferred.

Appears in 1 contract

Samples: Severance Agreement (THQ Inc)

Successors; Binding Agreement. (a) This Agreement shall will not be terminated by any acquisition, merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such acquisition, merger, consolidation consolidation, or transfer of assets, the provisions of this Agreement shall will be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferredtransferred (an “Acquirer”). The Company will require any Acquirer to expressly assume and agree to be bound by this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Gentex Corp)

Successors; Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

Appears in 1 contract

Samples: Control Severance Agreement (Fremont Michigan Insuracorp Inc)

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