Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Executive, to assume and agree to perform this Agreement.
Appears in 34 contracts
Samples: Management Continuity Agreement (Enpro Industries, Inc), Management Continuity Agreement (Enpro Industries, Inc), Management Continuity Agreement (Enpro Industries, Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, reorganization, or otherwise) to all or substantially all a majority of the business business, assets, or assets income or revenue generating capacity of the Company, by agreement in form and substance reasonably satisfactory to ExecutiveIndemnitee, to expressly assume and agree to perform this AgreementAgreement 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 by operation of law or otherwise.
Appears in 24 contracts
Samples: Indemnification Agreement (ROC Energy Acquisition Corp.), Indemnification Agreement (Midwest Holding Inc.), Indemnification Agreement (Midwest Holding Inc.)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, reorganization or otherwise) to and any acquiror of all or substantially all of the business or assets of the Company, Company by agreement in form and substance reasonably satisfactory to ExecutiveIndemnitee and/or his or her counsel, expressly to assume and agree to perform this AgreementAgreement in the same manner and to the same extent the Company would be required to perform it if no such succession had taken place.
Appears in 17 contracts
Samples: Indemnification Agreement (Medivation, Inc.), Indemnification Agreement (Medivation, Inc.), Indemnification Agreement (Medivation, Inc.)
Successors and Binding Agreement. (a) The Company Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation 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 ExecutiveIndemnitee, expressly to assume and agree to perform this AgreementAgreement in the same manner and to the same extent the Corporation would be required to perform if no such succession had taken place.
Appears in 8 contracts
Samples: Indemnification Agreement, Indemnification Agreement (Gulf Island Fabrication Inc), Indemnification Agreement (Centurylink, Inc)
Successors and Binding Agreement. (a) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business or and/or of the assets of the Company, by agreement in form and substance satisfactory Company to Executive, to expressly assume and agree to perform this Agreement.
Appears in 5 contracts
Samples: Change in Control Agreement (Young America Holdings Inc), Change in Control Agreement (Young America Holdings Inc), Change in Control Agreement (Young America Holdings Inc)
Successors and Binding Agreement. (a) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Executive, to assume and agree to perform this Agreement.all
Appears in 4 contracts
Samples: Change in Control Agreement (Young America Holdings Inc), Change in Control Agreement (Young America Holdings Inc), Change in Control Agreement (Young America Holdings Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, reorganization or otherwise) to and any acquiror of all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to ExecutiveIndemnitee and/or his or her counsel, expressly to assume and agree to perform this AgreementAgreement in the same manner and to the same extent the Company would be required to perform it if no such succession had taken place.
Appears in 3 contracts
Samples: Indemnification Agreement (Houston Exploration Co), Indemnification Agreement (Verint Systems Inc), Indemnification Agreement (Guilford Mills Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (successor, whether direct or indirect, by purchase, merger, consolidation or otherwise) otherwise to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Executive, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Company is required to perform it. Failure of Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, “Company” shall include any successor to Company’s business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
Appears in 1 contract
Samples: Employment Agreement (SJW Group)
Successors and Binding Agreement. (aA) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business or assets of the Company, Company by agreement in form and substance satisfactory to Executive, the Executive 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. If, at any time during the Window Period following a Change in Control, there shall not be in full force and effect an agreement between any such successor and the Executive to the effect
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, reorganization or otherwise) to and any acquirer of all or substantially all of the business or assets of the Company, Company by agreement in form and substance reasonably satisfactory to ExecutiveIndemnitee and/or his or her counsel, expressly to assume and agree to perform this AgreementAgreement in the same manner and to the same extent the Company would be required to perform it if no such succession had taken place.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, reorganization or otherwise) to and any acquiror of all or substantially all or a substantial part of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to ExecutiveIndemnitee, expressly to assume and agree to perform this AgreementAgreement in the same manner and to the same extent the Company would be required to perform it if no such succession had taken place.
Appears in 1 contract
Samples: Director’s Indemnification Agreement (Craftmade International Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation 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 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
Appears in 1 contract
Samples: Severance Agreement (Gencorp Inc)
Successors and Binding Agreement. (a) this Agreement shall inure to the benefit of and be binding upon the Company and its successors. The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business or and/or of the assets of the Company, by agreement in form and substance satisfactory Company to Executive, to expressly assume and agree to perform this Agreement.
Appears in 1 contract
Samples: Change in Control Agreement (Young America Holdings Inc)
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Companyreorganization), by agreement in form and substance satisfactory to 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 will be binding upon and inure to the benefit of the Company and any successor to the Company, (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but will not otherwise be assignable, transferable 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 or otherwise) to all or substantially all of the business or assets of the Companyreorganization), by agreement in form and substance satisfactory to 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 will be binding upon and inure to the benefit of the Company and any successor to the Company, (and such successor will thereafter be deemed the "Company" for purposes of this Agreement), but will not otherwise be assignable, transferable or delegatable by the Company.
Appears in 1 contract
Successors and Binding Agreement. (ai) The Company shall will use its best efforts to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) ), to all or substantially all of the business or and/or assets of the Company, by written agreement in form and substance satisfactory to ExecutiveEmployee, expressly to assume and agree to perform this Agreement.assume
Appears in 1 contract
Successors and Binding Agreement. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) otherwise to all or substantially all of the business or and/or assets of the Company), by agreement in form and substance satisfactory to Executive, to expressly assume and agree to perform this Agreement.Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) 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 ExecutiveEmployee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement., "
Appears in 1 contract
Samples: Retention Agreement (Conseco Inc)
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation 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 ExecutiveIndemnitee and his 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 and such successor will thereafter be deemed the “Company” for purposes of this Agreement.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation 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 ExecutiveIndemnitee and his or her counsel, expressly to assume and agree to perform this AgreementAgreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place.
Appears in 1 contract
Successors and Binding Agreement. (ai) The Company shall will require any -------------------------------- successor (whether direct or indirect, by purchase, merger, consolidation consolidation, 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 Executive, to assume and agree to perform this Agreement.substance
Appears in 1 contract
Successors and Binding Agreement. (a) This agreement shall inure to the benefit of and be binding upon the Company and its successors. The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business or and/or of the assets of the Company, by agreement in form and substance satisfactory Company to Executive, to expressly assume and agree to perform this Agreement.
Appears in 1 contract
Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, 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 Executive, Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement.
Appears in 1 contract
Samples: Resignation and Non Competition Agreement (Nextel Communications Inc)