IHS Markit Ltd. Sample Contracts

IHS Markit Ltd. Underwriting Agreement
Underwriting Agreement • August 23rd, 2019 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

IHS Markit Ltd., a Bermuda exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $350,000,000 principal amount of its 4.250% Senior Notes due 2029 (the “ Securities”). The Securities will be issued pursuant to the Senior Indenture, dated as of July 23, 2018 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented and amended by the Fourth Supplemental Indenture dated as of April 8, 2019 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). On April 8, 2019, the Company issued $600,000,000 in aggregate principal amount of its 4.250% Senior Notes due 2029 (the “Existing Securities”) under the Indenture. The Securities offered by the Company pursuant to this Agreement shall constitute “Additional Notes” under the Fourth Suppl

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CREDIT AGREEMENT dated as of November 29, 2019 among IHS MARKIT LTD., as Borrower, and The Lenders Party Hereto and BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent and CITIBANK, N.A., LONDON BRANCH, HSBC...
Credit Agreement • December 2nd, 2019 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

CREDIT AGREEMENT (this “Agreement”) dated as of November 29, 2019, by and among IHS MARKIT LTD., an exempted limited company incorporated in Bermuda (the “Borrower”), the Lenders from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent.

as Trustee Senior Indenture Dated as of July 23, 2018
Senior Indenture • July 23rd, 2018 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

SENIOR INDENTURE, dated as of July 23, 2018, between IHS Markit Ltd., a Bermuda exempted company, as the Company, and Wells Fargo Bank, National Association, a national banking association, as Trustee.

SENIOR NOTES INDENTURE Dated as of December 1, 2017 Among IHS MARKIT LTD., THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.00% SENIOR NOTES DUE 2026
Senior Notes Indenture • December 1st, 2017 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

INDENTURE, dated as of December 1, 2017, among IHS Markit Ltd., a Bermuda exempted company (the “Company”), the Guarantors listed on the signature pages hereto and Wells Fargo Bank, National Association, as Trustee.

—] Shares MARKIT LTD. COMMON SHARES, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • June 3rd, 2014 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
Published Deal CUSIP: G4700LAA9 Published Revolver CUSIP: G4700LAB7 Published Term A-1 CUSIP: G4700LAC5 Published Term A-2 CUSIP: G4700LAD3 CREDIT AGREEMENT dated as of June 25, 2018 among IHS MARKIT LTD., as Borrower, and The Lenders Party Hereto and...
Credit Agreement • June 26th, 2018 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

CREDIT AGREEMENT (this “Agreement”) dated as of June 25, 2018, by and among IHS MARKIT LTD., an exempted limited company incorporated in Bermuda (the “Borrower”), the Lenders from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent.

CREDIT AGREEMENT dated as of September 13, 2019 among IHS MARKIT LTD., as Borrower, The Lenders Party Hereto and PNC BANK, National Association, as Administrative Agent
Credit Agreement • September 19th, 2019 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

CREDIT AGREEMENT (this “Agreement”) dated as of September 13, 2019, by and among IHS MARKIT LTD., an exempted limited company incorporated in Bermuda (the “Borrower”), the Lenders from time to time party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.

MARKIT NORTH AMERICA, INC. AMENDMENT TO EMPLOYMENT CONTRACT
Employment Contract • February 21st, 2017 • IHS Markit Ltd. • Services-computer programming, data processing, etc.

Amendment dated as of July 11, 2016 (this “Amendment”) to the Employment Agreement dated as of July 1, 2014 (the “Current Agreement”) between Markit North America, Inc. (the “Company”) and Sari Granat (“Executive”).

IHS MARKIT LTD. PARTNER UNIT PLAN PERFORMANCE SHARE UNIT GRANT NOTICE AND PARTNER UNIT PLAN PERFORMANCE SHARE UNIT AGREEMENT UNDER THE IHS MARKIT LTD. 2014 EQUITY INCENTIVE AWARD PLAN
Plan Performance Share Unit Agreement • January 24th, 2022 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

IHS Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“you” or the “Holder”) an Award of Restricted Share Units which vest based on the achievement of performance criteria (“Performance Share Units” or “PSUs”) indicated below, which PSUs shall be subject to vesting based on your continued employment with the Company (or any Affiliate thereof), as provided herein. This award of PSUs, together with any accumulated Dividend Equivalents as provided herein (the “Award”), is subject to all of the terms and conditions as set forth herein, and in the Partner Unit Plan Performance Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Partner Unit Plan Performance Sh

IHS Markit LOGO] July 16, 2018 Sari Granat c/o IHS Markit Ltd. 450 West 33rd Street, 5th Floor New York, NY 10001 Subject: Amended and Restated Terms of Employment Dear Sari:
IHS Markit Ltd. • March 26th, 2019 • Services-computer programming, data processing, etc. • New York

This letter agreement is intended to set forth the terms of your continued employment by Markit North America Inc. (the “Company”) as Executive Vice President, General Counsel of IHS Markit Ltd. (“IRS Markit”), an affiliate of the Company. The terms of this letter agreement are effective as of July 16, 2018 (the “Effective Date”).

IHS MARKIT LTD. PERFORMANCE SHARE UNIT GRANT NOTICE AND PERFORMANCE SHARE UNIT AGREEMENT UNDER THE IHS MARKIT LTD. 2014 EQUITY INCENTIVE AWARD PLAN
Performance Share Unit Agreement • March 23rd, 2021 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

IHS Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“you” or the “Holder”) an Award of Restricted Share Units which vest based on the achievement of performance criteria (“Performance Share Units” or “PSUs”) indicated below, which PSUs shall be subject to vesting based on your continued employment with the Company (or any Affiliate thereof), as provided herein. This award of PSUs, together with any accumulated Dividend Equivalents as provided herein (the “Award”), is subject to all of the terms and conditions as set forth herein, and in the Performance Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Performance Share Unit Grant Notice (the “Grant No

May 20, 2020 Edouard Tavernier c/o IHS Markit Ltd. 4th Floor Ropemaker Place London EC2Y9LY United Kingdom Subject: Amended and Restated Terms of Employment Dear Edouard:
IHS Markit Ltd. • January 24th, 2022 • Services-computer programming, data processing, etc. • England

This letter agreement is intended to set forth the terms of your continued employment by IHS Global Limited (the “Company”) as Executive Vice President, Head of Transportation of IHS Markit Ltd. (“IHS Markit”), an affiliate of the Company. The terms of this letter agreement are effective as of December 1, 2019 (the “Effective Date”). Your hire date is set forth on Exhibit A. You are recognised as having continuous service with the Company from 6th January 2009.

MARKIT LTD. MARKIT LTD. RESTRICTED SHARE GRANT NOTICE AND RESTRICTED SHARE AGREEMENT
Equity Incentive Award Plan • June 16th, 2014 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York

Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Holder”) an award of Restricted Shares with respect to the number of the Shares indicated below, which Restricted Shares shall be subject to vesting based on the Holder’s continued service with the Company, as provided herein. This award of Restricted Shares (the “Award”) is subject to all of the terms and conditions as set forth herein, and in the Restricted Share Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Share Grant Notice (the “Grant Notice”) and the Agreement.

Markit Ltd. 4th Floor, Ropemaker Place, London, England EC2Y 9LY Ladies and Gentlemen:
Markit Ltd. • March 10th, 2015 • Security & commodity brokers, dealers, exchanges & services

Each of the undersigned understands that certain underwriters propose to enter into an Underwriting Agreement with Markit Ltd., a Bermuda exempted company (the “Company”), and certain selling shareholders of the Company, providing for the initial public offering (the “IPO”) by the several underwriters of common shares, par value $0.01 per share, of the Company (the “Common Shares”). Each of the undersigned further understands that in connection with the IPO certain existing shareholders (the “Existing Investors”) and the Canada Pension Plan Investment Board (“CPPIB” and, together with the Existing Investors, the “Investors”) shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Company, to be dated as of the closing of the IPO (the “IPO Closing Date”), pursuant to which the Investors shall agree to certain transfer restrictions on their Common Shares. Each of the undersigned hereby agrees as follows:

AGREEMENT AND PLAN OF MERGER by and among S&P GLOBAL INC., SAPPHIRE SUBSIDIARY, LTD., and IHS MARKIT LTD. dated as of November 29, 2020
Agreement and Plan of Merger • December 1st, 2020 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of November 29, 2020 (this “Agreement”), is by and among S&P GLOBAL INC., a New York corporation (“Parent”), SAPPHIRE SUBSIDIARY, LTD., a Bermuda exempted company limited by shares and wholly-owned, direct subsidiary of Parent (“Merger Sub”), and IHS MARKIT LTD., a Bermuda exempted company limited by shares (the “Company”).

GUARANTY AGREEMENT (US) July 12, 2016
Guaranty Agreement • July 13th, 2016 • IHS Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York

WHEREAS, IHS Markit Ltd. (“Holdings”) has entered into that certain Credit Agreement dated as of July 12, 2016, among Holdings, certain of its subsidiaries as borrowers thereunder, the lenders party thereto (the “Lenders”) and Bank of America, N.A., as the administrative agent for the Lenders (the “Administrative Agent”) (such Credit Agreement, as it may hereafter be amended or otherwise modified from time to time, being hereinafter referred to as the “Credit Agreement”, and capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Credit Agreement);

MARKIT LTD. MARKIT LTD. NON-QUALIFIED SHARE OPTION GRANT NOTICE AND NON- QUALIFIED SHARE OPTION AGREEMENT
Equity Incentive Award Plan • June 16th, 2014 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York

Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Holder”) an option to purchase the number of the Shares set forth below (the “Option”), which Option shall be subject to vesting based on the Holder’s continued service with the Company, as provided herein. The Option is subject to all of the terms and conditions as set forth herein and in the Non-Qualified Share Option Agreement attached hereto as Exhibit A (the “Share Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Non-Qualified Share Option Grant Notice (the “Grant Notice”) and the Share Option Agreement.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 21st, 2016 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 20, 2016 (this “Agreement”), by and among MARKIT LTD., a Bermuda company (“Parent”), MARVEL MERGER SUB, INC., a Delaware corporation (“Merger Sub”), and IHS INC., a Delaware corporation (the “Company”).

MARKIT LTD. MARKIT LTD. RESTRICTED SHARE UNIT GRANT NOTICE AND RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • March 10th, 2015 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York

Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Holder”) an award of Restricted Share Units (“RSUs”) indicated below, which RSUs shall be subject to vesting based on the Holder’s continued service with the Company, as provided herein. This award of RSUs, together with any accumulated Dividend Equivalents as provided herein (the “Award”), is subject to all of the terms and conditions as set forth herein, and in the Restricted Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Share Unit Grant Notice (the “Grant Notice”) and the Agreement.

July 8, 2016 Mr. Daniel Yergin c/o IHS Inc. 15 Inverness Way East Englewood, CO 80112 Dear Mr. Yergin.
IHS Markit Ltd. • March 26th, 2019 • Services-computer programming, data processing, etc. • Colorado

As you are aware, IHS Inc. (the “Company”) has entered into an Agreement and Plan of Merger by and among Markit, Ltd., Marvel Merger Sub, Inc. and the Company, dated as of March 20, 2016 (as may be amended, the “Merger Agreement”). Your continued strong contribution to the Company is important during this period, and the Company wishes to confirm your severance protection following the consummation of the transactions contemplated by the Merger Agreement (the “Merger Closing Date”) and provide you with an incentive for a successful transaction and integration. The terms of this letter agreement are conditioned on the Merger Closing Date and, if the Merger Closing Date does not occur this letter agreement is of no further force or effect.

REGISTRATION RIGHTS AGREEMENT dated as of June 24, 2014 among MARKIT LTD. and THE SHAREHOLDERS PARTY HERETO
Registration Rights Agreement • March 10th, 2015 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York

AGREEMENT dated as of June 24, 2014 (the “Agreement”) among Markit Ltd., a Bermuda exempted company (the “Company”), and the Shareholders party hereto as listed on the signature pages, including any Permitted Transferees (collectively, the “Shareholders” and individually, a “Shareholder”).

IHS MARKIT LTD. IHS MARKIT LTD. PERFORMANCE SHARE UNIT GRANT NOTICE AND PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • March 28th, 2017 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

IHS Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“you” or the “Holder”) an award of Performance Share Units (“PSUs”) indicated below, which PSUs shall be subject to vesting based on your continued employment with the Company (or any Affiliate), as provided herein. This award of PSUs, together with any accumulated Dividend Equivalents as provided herein (the “Award”), is subject to all of the terms and conditions as set forth herein, and in the Performance Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Performance Share Unit Grant Notice (the “Grant Notice”) and the Agreement.

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IHS MARKIT LTD. DEFERRED SHARE UNIT GRANT NOTICE AND DEFERRED SHARE UNIT AGREEMENT UNDER THE IHS MARKIT LTD. 2014 EQUITY INCENTIVE AWARD PLAN
Deferred Share Unit Agreement • April 20th, 2020 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

IHS Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”) and the Non-Employee Director Equity Compensation Policy (the “Policy”), hereby grants to the individual listed below (“you” or the “Holder”) an Award of Deferred Share Units (“DSUs”) indicated below, which DSUs represent the original cash retainer fees awarded to you in your capacity as a Non-Employee Director and which you have elected to convert into DSUs. This award of DSUs, together with any accumulated Dividend Equivalents as provided herein (the “Award”), is subject to all of the terms and conditions as set forth herein and in the Deferred Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan and the Policy, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Deferred Share Unit Grant Notice (th

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • December 1st, 2021 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of December 1, 2021, between IHS Markit Ltd., a Bermuda exempted company limited by shares (the “Company”), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).

IHS MARKIT LTD. RESTRICTED SHARE UNIT GRANT NOTICE AND RESTRICTED SHARE UNIT AGREEMENT UNDER THE IHS MARKIT LTD. 2014 EQUITY INCENTIVE AWARD PLAN
Restricted Share Unit Agreement • January 17th, 2020 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

IHS Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“you” or the “Holder”) an Award of Restricted Share Units (“RSUs”) indicated below, which RSUs shall be subject to vesting based on your continued employment with the Company (or any Affiliate thereof), as provided herein. This award of RSUs, together with any accumulated Dividend Equivalents as provided herein (the “Award”), is subject to all of the terms and conditions as set forth herein, and in the Restricted Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Share Unit Grant Notice (the “Grant Notice”) and the Agreement.

LEASE
Lease • May 5th, 2014 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • England and Wales
●] Shares MARKIT LTD. COMMON SHARES, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • June 3rd, 2015 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
IHS MARKIT LTD. IHS MARKIT LTD. RESTRICTED SHARE UNIT GRANT NOTICE AND RESTRICTED SHARE UNIT AGREEMENT
Equity Incentive Award Plan • March 28th, 2017 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

IHS Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“you” or the “Holder”) an award of Restricted Share Units (“RSUs”) indicated below, which RSUs shall be subject to vesting based on the your continued employment with the Company (or any Affiliate), as provided herein. This award of RSUs, together with any accumulated Dividend Equivalents as provided herein (the “Award”), is subject to all of the terms and conditions as set forth herein, and in the Restricted Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Share Unit Grant Notice (the “Grant Notice”) and the Agreement.

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed...
Office Lease Agreement • April 18th, 2014 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services

This Basic Lease Information is attached to and incorporated by reference to an Office Lease Agreement between Landlord and Tenant, as defined below.

IHS MARKIT LTD. IHS MARKIT LTD. RESTRICTED SHARE UNIT GRANT NOTICE AND RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • March 27th, 2018 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • New York

IHS Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“you” or the “Holder”) an Award of Restricted Share Units (“RSUs”) indicated below, which RSUs shall be subject to vesting based on the your continued employment with the Company (or any Affiliate), as provided herein. This award of RSUs, together with any accumulated Dividend Equivalents as provided herein (the “Award”), is subject to all of the terms and conditions as set forth herein, and in the Restricted Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Share Unit Grant Notice (the “Grant Notice”) and the Agreement.

ADOPTION AGREEMENT
Adoption Agreement • January 27th, 2017 • IHS Markit Ltd. • Services-computer programming, data processing, etc.
IHS INC. SECOND AMENDMENT TO CONTRACT OF EMPLOYMENT PURSUANT TO THE EMPLOYMENT RIGHTS ACT 1996
Letter Agreement • March 28th, 2017 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • Colorado

Amendment dated as of February 3, 2017 (this “Amendment”) to the Letter Agreement (the “July 2016 Letter Agreement”) dated as of July 8, 2016 between IHS Inc. (the “Company”) and Todd Hyatt (“Executive”), amending the offer letter dated as of October 31, 2013 between the Company and the Executive (the “October 2013 Letter Agreement”).

November 29, 2020 Lance Uggla c/o IHS Markit Ltd. 4th Floor Ropemaker Place London EC2Y 9LY United Kingdom Subject: Continued Employment Following the Merger Dear Lance:
Letter Agreement • January 22nd, 2021 • IHS Markit Ltd. • Services-computer programming, data processing, etc. • England

This letter agreement (this “Agreement”) confirms the agreements between you, IHS Markit Ltd. (the “Company”) and S&P Global Inc. (“Parent”) regarding, among other things, (i) your resignation from your position as Chief Executive Officer of the Company, effective upon the Closing (as defined in the Agreement and Plan of Merger, dated as of November 29, 2020, by and among Parent, Sapphire Subsidiary, LTD., a subsidiary of Parent, and the Company (as may be amended from time to time in accordance with its terms, the “Merger Agreement”) and (ii) the terms of your continued employment by Markit Group Limited (“Employer”), a subsidiary of the Company, following the Closing. Except as specifically provided herein, this Agreement will amend and supersede the letter agreement between you and Employer, dated April 15, 2019 (the “Employment Agreement”). This Agreement will be effective as of the Closing Date and will automatically terminate and be null and void ab initio if the Merger Agreement

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