Certain Agreements definition

Certain Agreements. Except as set forth in Schedule 5.14, neither Parent nor Newco nor any of their subsidiaries are a party to any oral or written agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as described in Schedule 5.14 or except for any such as would not result in a Parent Material Adverse Effect, the transactions contemplated by this Agreement will not constitute a "change of control" under, require the consent from or the giving of notice to any third party pursuant to, or accelerate the vesting or repurchase rights under, the terms, conditions or provisions of any loan or Commitment Letter, note, bond, mortgage, indenture, license, or any material lease, contract, agreement or other instrument or obligation to which Parent or Newco or any of their subsidiaries is a party or by which any of them or any of their properties or assets may be bound. Except as set forth in Schedule 5.14, there are no amounts payable by Parent or Newco or their subsidiaries to any officers of Parent or Newco or their subsidiaries (in their capacity as officers) as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination.
Sample 1
Certain Agreements. The parties shall cause the Ramco Agreements, the RPS Contribution Agreement, the Ramco Stock Contribution Agreement and the Closing Conditions Agreement to be amended to extend any termination date set forth in such agreements until May 31, 1996."
Sample 1

Examples of Certain Agreements in a sentence

  • Certain Agreements may require specialized insurance or specialized policy endorsements to cover the unique aspects of the Scope of Work.

  • OF THE FAILED BANK 27 5.1 Payment of Checks, Drafts and Orders 27 5.2 Certain Agreements Related to Deposits 27 5.3 Notice to Depositors 27 ARTICLE VI RECORDS 28 6.1 Transfer of Records.

  • FAILED BANK 29 5.1 Payment of Checks, Drafts, Orders and Deposits 29 5.2 Certain Agreements Related to Deposits 29 5.3 Notice to Depositors 29 ARTICLE VI.

  • OF THE FAILED BANK 27 5.1 Payment of Checks, Drafts and Orders 27 5.2 Certain Agreements Related to Deposits 27 5.3 Notice to Depositors 28 ARTICLE VI RECORDS 28 6.1 Transfer of Records.

  • Section 6.11 Termination of Affiliate Agreements; Modification of Certain Agreements; Assignment; Financial Obligations; Multi-Party Contracts.

  • Appointment of a Custodian; etc SECTION 7.MISCELLANEOUS 7.1.Pledges and Assignments of Loan and Note 7.2.Expenses 7.3.Indemnity 7.4.Additional Amounts 7.5.Taxes and Other Taxes 7.6.Amendments and Waivers 7.7.Independence of Covenants 7.8.Notices 7.9.Survival of Warranties and Certain Agreements 7.10.Failure or Indulgence Not Waiver; Remedies Cumulative 7.11.Severability 7.12.Headings 7.13.Applicable Law 7.14.Successors and Assigns; Subsequent Holders of Notes 7.15.Counterparts; Effectiveness 7.16.

  • Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings.

  • Modifications of Certificate of Incorporation, By-Laws and Certain Agreements; etc.

  • Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings 14 SECTION 2.06.

  • Certain Agreements, such as Advanced Acquisition Agreements (see below) that are part of an overall Master Agreement with the LPA, may be initiated by the Region/District R/W Division.

Related to Certain Agreements

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

  • Main Agreement means the part of this Agreement that commences on the first page and ends with but includes Schedule A, excluding Section 3(d) (which incorporates this Schedule C into the Agreement).

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Existing Agreements means the [*****].

  • Farm-In Agreement means an agreement whereby a Person agrees to pay all or a share of the drilling, completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interest therein or in accordance with the agreement of the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an oil or gas property.

  • Assignment of Agreements means that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.

  • Retention Agreements has the meaning set forth in Section 5.11(e).

  • Note Agreements means, collectively, the 1995 Note Agreement, the 2000 Note Agreement and the 2001 Note Agreement.

  • Commercial Agreements means all or any Agreement or Agreements with any third party including but not limited to broadcasting, media, sponsorship, marketing, merchandising, licensing and advertising, for the general promotion of each or any of the Clubs in the Competition and the Company, and which have the object of promoting the welfare and general commercial interest and increasing the financial resources of each of the Clubs, the Company and the Competition.

  • Financial Agreement means a financial agreement within the meaning of section 205ZN, 205ZO or 205ZP;(FLA s. 4(1))

  • Subordination Agreements means all subordination agreements executed by a holder of Subordinated Debt in favor of the Administrative Agent and the Lenders from time to time after the Closing Date in form and substance and on terms and conditions satisfactory to Administrative Agent.

  • Reciprocal agreement means an agreement between this state and a higher education compact or 1 or more other states that allows participating colleges to provide distance education to residents of this state and other member states under this act.

  • Loan Agreements means any other loan agreements entered into by and between the Trust and one or more of the Borrowers pursuant to which the Trust will make Loans to such Borrowers from moneys on deposit in the Project Fund, excluding the Project Loan Account, financed with the proceeds of the Trust Bonds.

  • Equity Agreements has the meaning set forth in Section 5.1.

  • Service Agreements means the agreements in the agreed form to be entered into between the Company and each of the Founders;

  • Interlocal Agreement means an agreement entered into under this act.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Guaranty Agreements means and includes the Guarantee of the Loan Parties provided for in Section 11 and any other guaranty agreement executed and delivered in order to guarantee the Secured Obligations or any part thereof in form and substance acceptable to the Administrative Agent.

  • Supplemental Agreements means the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement, the Fourth Supplemental Agreement, the Fifth Supplemental Agreement and the Sixth Supplemental Agreement.

  • Non-Competition Agreements has the meaning set forth in the Recitals.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Local Agreement shall have the meaning set forth in Section 2.08.

  • Construction Agreements means agreements to which Tenant is a party for Construction Work, rehabilitation, alteration, repair, replacement or demolition performed pursuant to this Lease.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Reaffirmation Agreement means that certain Reaffirmation Agreement, dated as of the date hereof, between the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the Lenders and the other holders of the Secured Obligations.