Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 58 contracts
Samples: Officer Indemnification Agreement, Director and Officer Indemnification Agreement (Mediaco Holding Inc.), Director and Officer Indemnification Agreement (Mediaco Holding Inc.)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 47 contracts
Samples: Change in Control Agreement (TrueBlue, Inc.), Change in Control Agreement (TrueBlue, Inc.), Executive Employment Agreement (WALL STREET ACQUISITIONS, Corp)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 42 contracts
Samples: Director and Officer Indemnification Agreement (Optex Systems Holdings Inc), Director and Officer Indemnification Agreement (Silverbow Resources, Inc.), Indemnification Agreement (HF Sinclair Corp)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 37 contracts
Samples: Severance Agreement, Severance Agreement (Harman International Industries Inc /De/), Change in Control Severance Agreement (Cliffs Natural Resources Inc.)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 33 contracts
Samples: Change in Control Severance Agreement (CNX Resources Corp), Change in Control Severance Agreement (CNX Resources Corp), Change in Control Severance Agreement (CNX Resources Corp)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 33 contracts
Samples: Change in Control Agreement (Cooper Companies Inc), Change in Control Agreement (Cooper Companies Inc), Change in Control Agreement (Cooper Companies Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 30 contracts
Samples: Retention and Employment Agreement (Massey Energy Co), Change in Control Severance Agreement (Massey Energy Co), Change in Control Severance Agreement (Massey Energy Co)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselIndemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 21 contracts
Samples: Indemnification Agreement (Mack Cali Realty L P), Indemnification Agreement (Mack Cali Realty L P), Indemnification Agreement (Mack Cali Realty L P)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 18 contracts
Samples: Employment Agreement (Strategic Education, Inc.), Employment Agreement (Strategic Education, Inc.), Employment Agreement (Strayer Education Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 17 contracts
Samples: Employment Agreement (Scottish Annuity & Life Holdings LTD), Employment Agreement (Scottish Annuity & Life Holdings LTD), Employment Agreement (Scottish Re Group LTD)
Successors and Binding Agreement. (a) The Company shall will require any -------------------------------- successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company Company, whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable, or delegatable delegable by the Company.
Appears in 15 contracts
Samples: Executive Severance Agreement (Advo Inc), Executive Severance Agreement (Advo Inc), Executive Severance Agreement (Advo Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company.
Appears in 13 contracts
Samples: Indemnification Agreement (JMP Group LLC), Indemnification Agreement (Radian Group Inc), Indemnification Agreement (Krystal Biotech, Inc.)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 11 contracts
Samples: Employment Agreement (LUBRIZOL Corp), Employment Agreement (LUBRIZOL Corp), Employment Agreement (Diebold Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 10 contracts
Samples: Indemnification Agreement (Dell Technologies Inc.), SLP Stockholders Agreement (Dell Technologies Inc), Md Stockholders Agreement (Dell Technologies Inc)
Successors and Binding Agreement. (a) a. The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 9 contracts
Samples: Executive Employment Agreement (Cen Biotech Inc), Executive Employment Agreement (Cen Biotech Inc), Executive Employment Agreement (Cen Biotech Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” "COMPANY" for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 9 contracts
Samples: Director and Officer Indemnification Agreement (PVC Container Corp), Director Indemnification Agreement (Alon USA Energy, Inc.), Director Indemnification Agreement (International Steel Group Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company.
Appears in 9 contracts
Samples: Consulting Contract (CelLynx Group, Inc.), Indemnification Agreement (MTC Technologies Inc), Indemnification Agreement (Technical Consumer Products Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company.
Appears in 8 contracts
Samples: Indemnification Agreement (U.S. Aerospace, Inc.), Indemnification Agreement (Neah Power Systems, Inc.), Indemnification Agreement (Neah Power Systems, Inc.)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 7 contracts
Samples: Employment Agreement (Lubrizol Corp), Severance Agreement (Argo Tech Corp), Employment Agreement (Lubrizol Corp)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, including, without limitation, any successor due to a Change in Control) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring persons directly or indirectly all or substantially all of acquiring the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise in a transaction constituting a Change in Control (and such successor will shall thereafter be deemed the “Company” for purposes the purpose of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 6 contracts
Samples: Severance and Change in Control Agreement (Corcept Therapeutics Inc), Severance and Change in Control Agreement (Corcept Therapeutics Inc), Severance Agreement (MAP Pharmaceuticals, Inc.)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company Company, whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable, or delegatable delegable by the Company.
Appears in 6 contracts
Samples: Executive Severance Agreement (Advo Inc), Executive Severance Agreement (Advo Inc), Executive Severance Agreement (Advo Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 6 contracts
Samples: Control Severance Agreement (International Rectifier Corp /De/), Severance Agreement (International Rectifier Corp /De/), Severance Agreement (International Rectifier Corp /De/)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 6 contracts
Samples: Non Competition and Severance Agreement (Americasdoctor Com Inc), Non Competition and Severance Agreement (Americasdoctor Com Inc), Competition and Severance Agreement (Americasdoctor Com Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable, or delegatable delegable by the Company.
Appears in 6 contracts
Samples: Agreement (Red Roof Inns Inc), Agreement (Red Roof Inns Inc), Agreement (Red Roof Inns Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company.
Appears in 6 contracts
Samples: Director and Officer Indemnification Agreement (Microvast Holdings, Inc.), Director and Officer Indemnification Agreement (Great Elm Group, Inc.), Director and Officer Indemnification Agreement (Holly Energy Partners Lp)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company Company, whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable, or delegatable delegable by the Company.
Appears in 6 contracts
Samples: Control Executive Severance Agreement (Advo Inc), Change in Control Executive Severance Agreement (Advo Inc), Change in Control Executive Severance Agreement (Advo Inc)
Successors and Binding Agreement. (a) A. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 5 contracts
Samples: Change in Control Agreement (Aeroquip-Vickers Inc), Control Severance Agreement (Aeroquip-Vickers Inc), Control Severance Agreement (Aeroquip-Vickers Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, to expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform it if no such the succession had not taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such otherwise, with the successor will thereafter deemed to be deemed the “Company” for the purposes of this Agreement. Other than as permitted under this Section 11(a), but shall this Agreement is not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 5 contracts
Samples: Control Severance Agreement (DT Midstream, Inc.), Change in Control Severance Agreement (DT Midstream, Inc.), Change in Control Severance Agreement (Dte Energy Co)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 5 contracts
Samples: Director Indemnification Agreement (Meridian Bioscience Inc), Director Indemnification Agreement (Brush Engineered Materials Inc), Officer Indemnification Agreement (Brush Engineered Materials Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Participant, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 5 contracts
Samples: Award Agreement (Cmac Investment Corp), Award Agreement (Cmac Investment Corp), Award Agreement (Cmac Investment Corp)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive (to the extent not assumed by operation of law), expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 5 contracts
Samples: Change in Control Agreement (Abm Industries Inc /De/), Change in Control Agreement (Abm Industries Inc /De/), Change in Control Agreement (Abm Industries Inc /De/)
Successors and Binding Agreement. (a) The Company shall and CONSOL will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyCompany or CONSOL, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company or CONSOL would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company Company, CONSOL and any successor to the CompanyCompany or CONSOL, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company or CONSOL whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” and/or “CONSOL” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the CompanyCompany or CONSOL.
Appears in 5 contracts
Samples: Change in Control Severance Agreement (CNX Gas CORP), Change in Control Severance Agreement (CNX Gas CORP), Change in Control Severance Agreement (Consol Energy Inc)
Successors and Binding Agreement. (a) The Company shall will require -------------------------------- any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company Company, whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable, or delegatable delegable by the Company.
Appears in 5 contracts
Samples: Executive Severance Agreement (Advo Inc), Executive Severance Agreement (Advo Inc), Severance Agreement (Advo Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 4 contracts
Samples: Executive Employment Agreement (Costco Wholesale Corp /New), Executive Employment Agreement (Costco Wholesale Corp /New), Executive Employment Agreement (Costco Wholesale Corp /New)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 4 contracts
Samples: Employment Agreement (JOINT Corp), Employment Agreement (JOINT Corp), Employment Agreement (JOINT Corp)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her Indemnitee’s counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person or entity acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 4 contracts
Samples: Indemnification Agreement (Consolidated Communications Holdings, Inc.), Indemnification Agreement (Geokinetics Inc), Indemnification Agreement (Kinder Morgan Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company.
Appears in 4 contracts
Samples: Director and Officer (Retail Value Inc.), Director and Officer Indemnification Agreement (DDR Corp), Director and Officer Indemnification Agreement (Dole Food Co Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, operation of law or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization reorganization, operation of law or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but . This Agreement shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 4 contracts
Samples: Employment Agreement (Merchants Bancshares Inc /Tx/), Employment Agreement (Merchants Bancshares Inc /Tx/), Employment Agreement (Merchants Bancshares Inc /Tx/)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by Company to execute an agreement in form pursuant to which the successor expressly assumes all of the liabilities and substance satisfactory to Indemnitee obligations of the Company hereunder and his or her counsel, expressly to assume and agree agrees to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 4 contracts
Samples: Change in Control Agreement (Southwest Bancorp of Texas Inc), Change in Control Agreement (Southwest Bancorp of Texas Inc), Change in Control Agreement (Southwest Bancorp of Texas Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 3 contracts
Samples: Severance Agreement (International Rectifier Corp /De/), Severance Agreement (International Rectifier Corp /De/), Severance Agreement (International Rectifier Corp /De/)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 3 contracts
Samples: Indemnification Agreement, Indemnification Agreement (JinkoSolar Holding Co., Ltd.), Indemnification Agreement (JinkoSolar Holding Co., Ltd.)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her Indemnitee’s counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company.
Appears in 3 contracts
Samples: Director Indemnification Agreement (American Software Inc), Director Indemnification Agreement (Logility Inc), Director Indemnification Agreement (Logility Inc)
Successors and Binding Agreement. (aA) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise not through a Change of Control (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 3 contracts
Samples: Change of Control Agreement (Peninsula Pharmaceuticals Inc), Control Agreement (Peninsula Pharmaceuticals Inc), Change of Control Agreement (Peninsula Pharmaceuticals Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken placeAgreement. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 3 contracts
Samples: Retention Agreement (Hercules Capital, Inc.), Retention Agreement (Hercules Capital, Inc.), Retention Agreement (Hercules Capital, Inc.)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring persons acquiring, directly or indirectly indirectly, all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 3 contracts
Samples: Severance Agreement, Severance Agreement (Omnova Solutions Inc), Severance Agreement (Omnova Solutions Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselEmployee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 3 contracts
Samples: Employment Agreement (Swift Energy Co), Employment Agreement (Swift Energy Co), Employment Agreement (Swift Energy Co)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, Company by agreement in form and substance satisfactory to Indemnitee the Executive (and his or her counselany such successor, the “Successor”), expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this AgreementAgreement except as otherwise provided in Section 13(d)), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 3 contracts
Samples: Employment Agreement (HealthMarkets, Inc.), Employment Agreement (HealthMarkets, Inc.), Employment Agreement (HealthMarkets, Inc.)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company.
Appears in 3 contracts
Samples: Officer Indemnification Agreement (TimkenSteel Corp), Director Indemnification Agreement (TimkenSteel Corp), Director and Officer Indemnification Agreement (TimkenSteel Corp)
Successors and Binding Agreement. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, operation of law or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization reorganization, operation of law or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 3 contracts
Samples: Employment Agreement (Nevada Power Co), Employment Agreement (Sierra Pacific Resources), Employment Agreement (Sierra Pacific Resources)
Successors and Binding Agreement. (a1) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 3 contracts
Samples: Director and Officer Indemnification Agreement (Timken Co), Officer Indemnification Agreement (Timken Co), Director Indemnification Agreement (Timken Co)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 3 contracts
Samples: Severance Agreement (CTS Corp), Severance Agreement (CTS Corp), Severance Agreement (CTS Corp)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 3 contracts
Samples: Indemnification Agreement (Dell Technologies Inc.), Indemnification Agreement (Dell Technologies Inc), Form of Indemnification Agreement (Dell Computer Corp)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 3 contracts
Samples: Director Indemnification Agreement (Krispy Kreme Doughnuts Inc), Director Indemnification Agreement (KMG Chemicals Inc), Director Indemnification Agreement (Exco Resources Inc)
Successors and Binding Agreement. (a) The a)The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Indemnification Agreement (Oncor Electric Delivery Co LLC), Indemnification Agreement (Oncor Electric Delivery Co LLC)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselIndemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Indemnification Agreement (Pike Corp), Indemnification Agreement (Cree Inc)
Successors and Binding Agreement. (a) The Company shall will reasonably require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, Company by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive acting reasonably, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be will he binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will Successor shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Mphase Technologies Inc), Employment Agreement (Bioenvision Inc)
Successors and Binding Agreement. (a) The Company shall Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, or otherwise) to all or substantially all of the business or and/or assets of the CompanyCorporation, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Corporation would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company Corporation and any successor to the CompanyCorporation, including including, without limitation limitation, any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company Corporation whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will thereafter be deemed the “Company” "Corporation" for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable, or delegatable delegable by the CompanyCorporation.
Appears in 2 contracts
Samples: Employment Agreement (Scan Optics Inc), Execution Version (Scan Optics Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Ohm Corp), Employment Agreement (International Technology Corp)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Director and Officer Indemnification Agreement (Crestwood Midstream Partners LP), Director and Officer Indemnification Agreement (Quicksilver Gas Services LP)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her Indemnitee’s counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Indemnification Agreement (Total System Services Inc), Indemnification Agreement (Synovus Financial Corp)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Indemnified Parties, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Indemnification Agreement (Headhunter Net Inc), Indemnification Agreement (Omega Healthcare Investors Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, Company by agreement in form and substance satisfactory to Indemnitee the Executive (and his or her counselany such successor, the “Successor”), expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 2 contracts
Samples: Employment Agreement (HealthMarkets, Inc.), Employment Agreement (HealthMarkets, Inc.)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counsel, to expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company.
Appears in 2 contracts
Samples: Indemnification Agreement (Barnes & Noble Education, Inc.), Indemnification Agreement (Barnes & Noble Inc)
Successors and Binding Agreement. (a) The Company shall will reasonably require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive acting reasonably, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Electropharmacology Inc), Employment Agreement (Electropharmacology Inc)
Successors and Binding Agreement. (a) The Company shall will reasonably require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, Company by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive acting reasonably, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter Successor shall therefore be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Bioenvision Inc), Employment Agreement (Bioenvision Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Indemnification Agreement (Tabula Rasa HealthCare, Inc.), Director Indemnification Agreement (Integer Holdings Corp)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Director Indemnification Agreement (Timken Co), Officer Indemnification Agreement (Timken Co)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her [his/her] counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Director Indemnification Agreement (Alon Brands, Inc.), Officer Indemnification Agreement (Alon Brands, Inc.)
Successors and Binding Agreement. (ai) The Company shall company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, operation of law or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether where by purchase, merger, consolidation, reorganization reorganization, operation of law or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Nevada Power Co), Employment Agreement (Nevada Power Co)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in customary form and substance satisfactory to Indemnitee and his or her counselsubstance, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 2 contracts
Samples: Officer Indemnification Agreement (Gorman Rupp Co), Director Indemnification Agreement (Gorman Rupp Co)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring directly or indirectly all or substantially all of the business or assets of the Company Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Samples: Form of Indemnification Agreement (American Seafoods Corp)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Samples: Indemnification Agreement (International Coal Group, Inc.)
Successors and Binding Agreement. (a) The a)The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her Indemnitee’s counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Samples: Indemnification Agreement (Tabula Rasa HealthCare, Inc.)
Successors and Binding Agreement. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, operation of law, or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company Company, whether by purchase, merger, consolidation, reorganization reorganization, operation of law, or otherwise (and such successor will shall thereafter be deemed the “Company” Company for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable, or delegatable delegable by the Company.
Appears in 1 contract
Samples: Employment Agreement (Sierra Pacific Resources /Nv/)
Successors and Binding Agreement. (a) The Company Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyCorporation, by agreement in form and substance reasonably satisfactory to Indemnitee and his or his/her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Corporation would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company Corporation and any successor to the CompanyCorporation, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company Corporation whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” "CORPORATION" for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the CompanyCorporation.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will 81783 #PageNum# thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Samples: Officer Indemnification Agreement (Firstenergy Corp)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation limitation, any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Form Adopted by the Board of Directors on June 3, 2009 Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Samples: Indemnification Agreement (Dell Inc)
Successors and Binding Agreement. (a) The Company shall will reasonably require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganisation or otherwise) to all or substantially all of the business or assets of the Company, ) by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive acting reasonably, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be will he binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization reorganisation or otherwise (and such successor will Successor shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyNovell, Inc., by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the CompanyNovell, Inc., including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company Novell, Inc. whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 1 contract
Samples: Severance Agreement (Novell Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform perfonn this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the SVI-700153647v1 12 Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Oclaro, Inc.)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or his/her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Reynolds American Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her its counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Samples: Indemnification Agreement (Nextel Communications Inc)
Successors and Binding Agreement. (a) The Company Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyCorporation, by agreement in form and substance reasonably satisfactory to Indemnitee and his or his/her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Corporation would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company Corporation and any successor to the CompanyCorporation, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company Corporation whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “CompanyCorporation” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the CompanyCorporation.
Appears in 1 contract
Samples: Indemnification Agreement (Peerless Manufacturing Co)
Successors and Binding Agreement. (a) The Company Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyCorporation, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Corporation would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company Corporation and any successor to the CompanyCorporation, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company Corporation whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “CompanyCorporation” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the CompanyCorporation.
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Modern Media Acquisition Corp.)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, absorption, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, absorption, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 1 contract
Samples: General Release and Agreement (Webstar Technology Group Inc.)
Successors and Binding Agreement. (a) The Company shall Corporation will require -------------------------------- any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyCorporation, by agreement in form and substance satisfactory to Indemnitee and his or her counselIndemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Corporation would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company Corporation and any successor to the CompanyCorporation, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company Corporation whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” "Corporation" for purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable by the CompanyCorporation.
Appears in 1 contract
Samples: Form of Indemnification Agreement (Greenmountain Com Co)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive (to the extent not assumed by operation of law), expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 1 contract
Samples: Change in Control Agreement (Abm Industries Inc /De/)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her its counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Samples: Interim Chief Executive Officer Agreement (Sifco Industries Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Samples: Officer Indemnification Agreement (Haynes International Inc)
Successors and Binding Agreement. (aae) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 1 contract
Samples: Change in Control Severance Agreement (CNX Resources Corp)
Successors and Binding Agreement. (a) The Company Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyCorporation, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Corporation would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company Corporation and any successor to the CompanyCorporation, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company Corporation whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “CompanyCorporation” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the CompanyCorporation.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Consultant, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person Persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable, or delegatable delegable by the Company.
Appears in 1 contract
Samples: Consulting Services and Non Compete Agreement (Benchmark Electronics Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or his/her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken placeplace (and such successor will thereafter be deemed the “Company” for purposes of this Agreement). This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement)otherwise, but shall not otherwise be assignable or delegatable delegable by the Company.
Appears in 1 contract
Samples: Indemnification Agreement (Stewart & Stevenson LLC)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person Persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to the Indemnitee and his or her counsel, to expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable delegable by the Company.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company.
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Transpro Inc)
