Exhibit II. Notwithstanding any provisions in the Agreement, the RSU grant shall be subject to any special terms and conditions set forth in Exhibit II to the Agreement for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in Exhibit II, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibit II constitutes part of the Agreement.
Exhibit II to the Guarantee and Collateral Agreement is hereby amended by (i) deleting the text “Bank of America, N.A.” appearing therein and inserting the text “Deutsche Bank Trust Company Americas” in lieu thereof, (ii) inserting the text “together with any successor administrative agent appointed pursuant to the Credit Agreement,” immediately prior to the text “in such capacity, the “Administrative Agent”)” and (iii) inserting the text “together with any successor collateral agent appointed pursuant to the Credit Agreement,” immediately prior to the text “in such capacity, the “Collateral Agent”)”.
Exhibit II. Exhibit II to the Agreement is hereby amended in its entirety and replaced by Exhibit II attached to this Amendment.
Exhibit II. Separation Agreement AND RELEASE I enter into this Separation Agreement and Release (the “Release”) pursuant to Section 7 or 8 of the Incentive Agreement between Citrix Systems, Inc. (the “Company”) and me dated [date], 2015 (the “Incentive Agreement”). I acknowledge that my timely execution and return and my non-revocation of this Release are conditions to my entitlement to the benefits set forth in Sections 7 and 8 of the Incentive Agreement (the “Severance Benefits”). I therefore agree to the following terms:
Exhibit II. The provisions in this Exhibit II shall apply in respect of any “change of control” under Regulation 1.280G that occurs while the Company is an entity whose stock is readily tradable on an established securities market (or otherwise).
Exhibit II. ACKNOWLEDGMENT The Company hereby acknowledges this Conversion Notice and shall issue the above indicated number of Shares as set forth in the Conversion Notice. THE9 LIMITED By: Name: Title: Dated: EXHIBIT III FORM OF NOTE ASSIGNMENT AND ASSUMPTION AGREEMENT [See attached.]
Exhibit II. P contains a complete list of Sellers' (i) current pension, profit sharing, stock bonus, deferred compensation, retirement or other "employee pension benefit plans," as that term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (the "Pension Plans"); (ii) current "employee welfare benefit plans" as that term is defined in Section 3(1) of ERISA, whether insured or otherwise (the "Welfare Benefit Plans"); and (iii) other material employee benefit plans, policies and practices including deferred compensation arrangements or other similar programs (the "Non-ERISA Plans"), maintained or contributed to with respect to any employee of the Business (all of such plans shall hereinafter be referred to collectively as "Employee Plans"). A copy of each Employee Plan has been furnished to Buyer. None of the Employee Plans are "voluntary employees' beneficiary associations" ("VEBAs") as described in Section 501(c)(9) of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Sellers do not contribute, are not required to contribute, and have never been required to contribute to any multiemployer plan within the meaning of Section 3(37) of ERISA. 3. Except for medical insurance coverage required by law to be provided to former employees, no Employee Plan provides health or life insurance benefits for retirees. 4. No Employee Plan, any trust created thereunder, or, to the best of Sellers' knowledge, any trustee or fiduciary (as defined in Section 3(21) of ERISA) thereof, has engaged in a "prohibited transaction" as such term is defined in Section 4975 of the Code or Section 406 of ERISA which would have a Material Adverse Effect. 5. Sellers have made all contributions, paid all premiums and satisfied all liabilities with respect to the Employee Plans which are payable as of the date hereof except any of the foregoing which would not have a Material Adverse Effect. Q. Sellers have filed all tax returns required to be filed by them commencing with the taxable period the Sellers were first majority-owned by Mediq through the fiscal year ended September 30, 1993, and has timely filed all extensions of time for the period ending September 30, 1994, and has paid, or has set up adequate reserves for or will have set up adequate reserves for the payment of all taxes (other than the Transactional Taxes) required to be paid in respect of the periods covered by such returns and extensions and, except as aforesaid, has set...
Exhibit II. ACKNOWLEDGMENT The Company hereby acknowledges this Conversion Notice and hereby directs the Transfer Agent to issue the above indicated number of Shares as indicated in the Conversion Notice. CHINA CORD BLOOD CORPORATION By: Name: Title: Dated: Signing page EXECUTED as an agreement. Signed by Xxx Xxxx, a director, duly authorised by the board of directors of Golden Meditech Holdings Limited for and on its behalf in the presence of /s/ Xxxxxx Xxxx ¬ /s/ Xxx Xxxx ¬ Signature of witness Signature(s) of the authorized representative(s) Xxxxxx Xxxx Name of witness (print) Signed by Xxx Xxxx, a director, duly authorised by the board of directors of Magnum Opus International Holdings Limited for and on its behalf in the presence of /s/ Xxxxxx Xxxx ¬ /s/ Xxx Xxxx ¬ Signature of witness Signature(s) of the authorized representative(s) Xxxxxx Xxxx Name of witness (print) Signed by Xxx Xxxx Xxxxxx, a director, duly authorised by the board of directors of Cordlife Group Limited for and on its behalf in the presence of /s/ Liau Yen San Xxxxxxxx ¬ /s/ Xxx Xxxx Xxxxxx ¬ Signature of witness Signature(s) of authorized representative(s) Liau Yen San Xxxxxxxx Name of witness (print)
Exhibit II. Deferred Share Agreement This Deferred Share Agreement, dated as of July 1, 2008 (this “Agreement”) by and among Energy Future Holdings Corp. (“EFH Corp.”) and Xxxx Xxxxxxxx (the “Executive”).
Exhibit II. Retention Limits of the Ceding Company The retention limits of the Ceding Company on any one life for the benefits reinsured hereunder are as follows: Life Insurance Issue Ages Standard Substandard ----- -------- ----------- Tables 1 Tables 5 through 4 through 16 --------- ---------- All Ages 75,000 75,000 None to be accepted Minimum Cession: $1,000 Waiver of Premium Disability Benefits Same as for Life Insurance Accidental Death Benefits None
