Successors and Assigns Clause Example with 4 Variations from Business Contracts

Successors and Assigns. This Agreement may be assigned by the Company upon a sale, transfer or reorganization of the Company. Upon a Change in Control, the Company shall require the successor to assume the Company’s rights and obligations under this Agreement. The Company’s failure to do so shall constitute a material breach of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, permitted assigns, legal representatives and heirs. Page 4 Kindly indica...te your acceptance of the foregoing by signing and dating this Agreement as noted below, and returning one fully executed original to my attention. Very truly yours, Melinta Therapeutics, Inc. Eugene Sun By: /s/ Eugene Sun ACCEPTED AND AGREED: JOHN TEMPERATO 2.9.2016 DATE EX-10.11 13 d549418dex1011.htm EX-10.11 EX-10.11 Exhibit 10.11 February 5, 2016 John Temporato /s/ John Temporato [NAME] 9.5.2017 DATE EX-10.13 15 d549418dex1013.htm EX-10.13 EX-10.13 Exhibit 10.13 Execution Version August 29, 2017 John Temporato 9900 Cape Scott Court Raleigh, NC 27614 Temperato President and Chief Operating Officer Melinta Therapeutics, Inc. RE: Amended and Restated Severance Agreement Dear John: You are Effective as of February 16, 2016, you will be a key member of the senior management team of Melinta Therapeutics, Inc. (the “Company”). As a result, the Company is providing you with the following benefits in consideration of your continued employment with the Company. I. Definitions. For the purposes of this Amended and Restated Severance Agreement (this “Agreement”), which is intended to amend and restate your prior Severance Agreement, dated February 5, 2016 (the “Prior Agreement”), capitalized terms shall have the following meanings: 1. “Cause” shall mean: (a) your conviction of or your plea of guilty to or confession of an act of fraud, misappropriation or embezzlement or any felony; (b) your willful refusal or failure to follow a lawful directive or instruction of the Company’s board of directors or the individual(s) to whom you report; (c) in carrying out your duties, you commit material dishonesty or you breach a fiduciary duty to the Company; (d) you engage in conduct which causes material injury to the Company, monetarily or otherwise; (e) you use illegal substances at any time; or (f) you materially breach any Company policies regarding confidentiality, insider trading, any employment agreement with the Company then in effect or your Employee Noncompetition, Nondisclosure and Developments Agreement. Incumbent directors shall mean directors who either (A) were Company directors as of the date of this Agreement, or (B) are elected, or nominated for election, to the Company’s board of directors with the affirmative votes of at least a majority of the incumbent directors at the time of such election or nomination, but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of members to the Company’s board of directors. And provided further that in each of the foregoing cases, the Change in Control also meets all of the requirements of a “change in the ownership of a corporation” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), 1.409A- 3(i)(5)(v), a “change in the effective control of a corporation” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi) 1.409A- 3(i)(5)(vi) or a “a change in the ownership of a substantial portion of the corporation’s assets” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vii). View More

Successors and Assigns. This Agreement may be assigned by the Company upon a sale, transfer or reorganization of the Company. Upon a Change in Control, the Company shall require the successor to assume the Company’s rights and obligations under this Agreement. The Company’s failure to do so shall constitute a material breach of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, permitted assigns, legal representatives and heirs. Page 4 Kindly indica...te your acceptance of the foregoing by signing and dating this Agreement as noted below, and returning one fully executed original to my attention. Very truly yours, Melinta Therapeutics, Inc. Dr. Eugene Sun Chief Executive Officer By: /s/ Dr. Eugene Sun ACCEPTED AND AGREED: John Temporato Paul Estrem /s/ John Temporato Paul Estrem [NAME] 9.5.2017 9-1-17 DATE EX-10.13 15 d549418dex1013.htm EX-10.13 EX-10.13 EX-10.3 5 d549418dex103.htm EX-10.3 EX-10.3 Exhibit 10.13 10.3 Execution Version August 29, 2017 John Temporato 9900 Cape Scott Court Raleigh, NC 27614 Paul Estrem 13 N Lake Ave. Third Lake, IL 60030 RE: Amended and Restated Severance Agreement Dear John: Paul: You are a key member of the senior management team of Melinta Therapeutics, Inc. (the “Company”). As a result, the Company is providing you with the following benefits in consideration of your continued employment with the Company. I. Definitions. For the purposes of this Amended and Restated Severance Agreement (this “Agreement”), which is intended to amend and restate your prior Severance Agreement, dated February 5, 2016 August 23, 2015 (the “Prior Agreement”), capitalized terms shall have the following meanings: 1. “Cause” shall mean: (a) your conviction of or your plea of guilty to or confession of an act of fraud, misappropriation or embezzlement or any felony; (b) your willful refusal or failure to follow a lawful directive or instruction of the Company’s board of directors or the individual(s) to whom you report; (c) in carrying out your duties, you commit material dishonesty or you breach a fiduciary duty to the Company; (d) you engage in conduct which causes material injury to the Company, monetarily or otherwise; (e) you use illegal substances at any time; or (f) you materially breach any Company policies regarding confidentiality, insider trading, any employment agreement with the Company then in effect or your Employee Noncompetition, Nondisclosure and Developments Agreement. Incumbent directors shall mean directors who either (A) were Company directors as of the date of this Agreement, or (B) are elected, or nominated for election, to the Company’s board of directors with the affirmative votes of at least a majority of the incumbent directors at the time of such election or nomination, but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of members to the Company’s board of directors. And provided further that in each of the foregoing cases, the Change in Control also meets all of the requirements of a “change in the ownership of a corporation” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), a “change in the effective control of a corporation” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi) or a “a change in the ownership of a substantial portion of the corporation’s assets” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vii). View More

Successors and Assigns. This Agreement may be assigned by the Company upon a sale, transfer or reorganization of the Company. Upon a Change in Control, the Company shall require the successor to assume the Company’s rights and obligations under this Agreement. The Company’s failure to do so shall constitute a material breach of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, permitted assigns, legal representatives and heirs. Page 4 Kindly indica...te your acceptance of the foregoing by signing and dating this Agreement as noted below, and returning one fully executed original to my attention. Very truly yours, Melinta Therapeutics, Inc. Dr. Eugene Sun Chief Executive Officer By: /s/ Dr. Eugene Sun ACCEPTED AND AGREED: John Temporato Erin Duffy /s/ John Temporato Erin Duffy [NAME] 9.5.2017 SEPTEMBER 12, 2017 DATE EX-10.13 15 d549418dex1013.htm EX-10.13 EX-10.13 EX-10.9 11 d549418dex109.htm EX-10.9 EX-10.9 Exhibit 10.13 10.9 Execution Version August 29, 2017 John Temporato 9900 Cape Scott Court Raleigh, NC 27614 Erin Duffy 349 River Road Deep River, CT 06417 RE: Amended and Restated Severance Agreement Dear John: Erin: You are a key member of the senior management team of Melinta Therapeutics, Inc. (the “Company”). As a result, the Company is providing you with the following benefits in consideration of your continued employment with the Company. I. Definitions. For the purposes of this Amended and Restated Severance Agreement (this “Agreement”), which is intended to amend and restate your prior Severance Agreement, dated February 5, 2016 December 1, 2011 (the “Prior Agreement”), capitalized terms shall have the following meanings: 1. “Cause” shall mean: (a) your conviction of or your plea of guilty to or confession of an act of fraud, misappropriation or embezzlement or any felony; (b) your willful refusal or failure to follow a lawful directive or instruction of the Company’s board of directors or the individual(s) to whom you report; (c) in carrying out your duties, you commit material dishonesty or you breach a fiduciary duty to the Company; (d) you engage in conduct which causes material injury to the Company, monetarily or otherwise; (e) you use illegal substances at any time; or (f) you materially breach any Company policies regarding confidentiality, insider trading, any employment agreement with the Company then in effect or your Employee Noncompetition, Nondisclosure and Developments Agreement. Incumbent directors shall mean directors who either (A) were Company directors as of the date of this Agreement, or (B) are elected, or nominated for election, to the Company’s board of directors with the affirmative votes of at least a majority of the incumbent directors at the time of such election or nomination, but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of members to the Company’s board of directors. And provided further that in each of the foregoing cases, the Change in Control also meets all of the requirements of a “change in the ownership of a corporation” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), a “change in the effective control of a corporation” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi) or a “a change in the ownership of a substantial portion of the corporation’s assets” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vii). View More

Successors and Assigns. This Agreement may be assigned by the Company upon a sale, transfer or reorganization of the Company. Upon a Change in Control, the Company shall require the successor to assume the Company’s rights and obligations under this Agreement. The Company’s failure to do so shall constitute a material breach of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, permitted assigns, legal representatives and heirs. Page 4 Kindly indica...te your acceptance of the foregoing by signing and dating this Agreement as noted below, and returning one fully executed original to my attention. Very truly yours, Melinta Therapeutics, Inc. Dr. Eugene Sun By: /s/ Dr. Eugene Sun ACCEPTED AND AGREED: John Temporato Sue Cammarata /s/ John Temporato Sue Cammarata [NAME] 9.5.2017 5 Sept 17 DATE EX-10.13 15 d549418dex1013.htm EX-10.13 EX-10.13 EX-10.6 8 d549418dex106.htm EX-10.6 EX-10.6 Exhibit 10.13 10.6 Execution Version August 29, 2017 John Temporato 9900 Cape Scott Court Raleigh, NC 27614 Sue Cammarata 630 N State Street # 1106 Chicago, IL 60654 RE: Amended and Restated Severance Agreement Dear John: Sue: You are a key member of the senior management team of Melinta Therapeutics, Inc. (the “Company”). As a result, the Company is providing you with the following benefits in consideration of your continued employment with the Company. I. Definitions. For the purposes of this Amended and Restated Severance Agreement (this “Agreement”), which is intended to amend and restate your prior Severance Agreement, dated February 5, 2016 November 18, 2013 (the “Prior Agreement”), capitalized terms shall have the following meanings: 1. “Cause” shall mean: (a) your conviction of or your plea of guilty to or confession of an act of fraud, misappropriation or embezzlement or any felony; (b) your willful refusal or failure to follow a lawful directive or instruction of the Company’s board of directors or the individual(s) to whom you report; (c) in carrying out your duties, you commit material dishonesty or you breach a fiduciary duty to the Company; (d) you engage in conduct which causes material injury to the Company, monetarily or otherwise; (e) you use illegal substances at any time; or (f) you materially breach any Company policies regarding confidentiality, insider trading, any employment agreement with the Company then in effect or your Employee Noncompetition, Nondisclosure and Developments Agreement. Incumbent directors shall mean directors who either (A) were Company directors as of the date of this Agreement, or (B) are elected, or nominated for election, to the Company’s board of directors with the affirmative votes of at least a majority of the incumbent directors at the time of such election or nomination, but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of members to the Company’s board of directors. And provided further that in each of the foregoing cases, the Change in Control also meets all of the requirements of a “change in the ownership of a corporation” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), a “change in the effective control of a corporation” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi) or a “a change in the ownership of a substantial portion of the corporation’s assets” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vii). View More