The Company and Xx. Xxxxxx Xxx (the “Controlling Person”), jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company and/or such Controlling Person, as the case may be), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430(C) of the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Ordinary Shares or ADSs (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that neither the Company nor the Controlling Person shall be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the ADS Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information fur...
The Company and Xx. Xxxxxx hereby consent and agree that the Company is hereby released of its obligation to pay any severance or benefits payable under the Employment Agreement in connection with its termination as set forth in Section 1 above in exchange for the following:
The Company and Xx. Xxxxxx agree that all rights and claims to all performances and results of performances rendered by Xx. Xxxxxx for the Company within the scope of this service contract or in connection with it, by Xx. Xxxxxx alone or together with third parties, as well as results from no particular job order, to the extent that they are related to the business purposes or tasks of the Company as well as all further developments and processings thereof (collectively referred to as the “Results”) shall be owned by the Company to the greatest possible extent. Examples of such Results include, without limitation, inventions, technical suggestions for improvement, technical developments, know-how, documents, concepts, drafts, discoveries, processes, formulas, technologies, designs and designations, algorithms, software and databases.
The Company and Xx. Xxxxxxxxx agree that any arbitration hearing and related proceedings shall be convened and conducted in Falls Church, VA.
The Company and Xx. Xxxxxxxxx agree that the prevailing party in the arbitration shall be entitled to receive from the losing party reasonably incurred attorneys’ fees and costs, except in any challenge by Xx. Xxxxxxxxx to the validity of the General Release Agreement (attached hereto as Exhibit A) under the Age Discrimination in Employment Act and/or Older Workers Benefit Protection Act.
The Company and Xx. Xxxxxxx may from time to time supplement or amend this Agreement without the approval of any Holders of Warrant Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any provisions herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and Xx. Xxxxxxx may deem necessary or desirable and which the Company and Xx. Xxxxxxx xxxx not to adversely affect the interests of the Holders of Warrant Certificates.
The Company and Xx. Xxxxxxx X'Reilly shall have duly executed and delivered the Amended Employment Agreement and Stock Options Agreements.
The Company and Xx. Xxxxxx shall enter into a Non-Qualified Stock Option Agreement (the "Stock Option Agreement") under the terms of which the Company shall grant to Xx. Xxxxxx stock options to purchase all or any part of an aggregate of 75,000 shares of the Company's common stock under and subject to the terms and conditions of the Company's 1992 Stock Option Plan (the "1992 Stock Option Plan"); both the Stock Option Agreement and the 1992 Stock Option Plan are incorporated herein by reference and made a part hereof for all purposes. The purchase price per share for each share of common stock to be purchased hereunder shall be the closing price of TGIS on December 14, 2001. So long as Xx. Xxxxxx is employed by the Company (or of any one or more of the subsidiaries of the Company) on a full-time basis on any of the "Exercise Dates" set forth in this Section 3.4.1, then Xx. Xxxxxx shall be entitled, subject to the applicable provisions of the 1992 Stock Option Plan and the Stock Option Agreement, to exercise on or after the applicable Exercise Date, on a cumulative basis, the number of shares of Stock determined by multiplying the aggregate number of shares set forth in Section 3.4.1 of this Agreement by the designated percentage set forth below: Exercise Dates Exercisable Percent of Stock Option On or after December 14, 2002 33.33 % On or after December 14, 2003 66.66 % On or after December 14, 2004 100 %
The Company and Xx. Xxxx Xxxxxxxxx shall have entered into a Consulting Agreement in form and substance as set forth in Exhibit C attached --------- hereto (the "Consulting Agreement"), and the Consulting Agreement shall be in -------------------- full force and effect as of the Closing;
The Company and Xx. Xxxx Xxxxxxxxx shall have entered into the Consulting Agreement, and the Consulting Agreement shall be in full force and effect as of the Closing;
