Grouped Into 23 Collections of Similar Clauses From Business Contracts
This page contains Successors Binding Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company 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. Failure of the Company to obtain such ...assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. 9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company 6.1. Successors. Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) acquiring a majority of Employer's voting common stock or any other successor to all or substantially all of the business and/or assets of the Company Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Comp...any Employer would be required to perform it if no such succession had taken place. Failure of the Company place and Employee hereby consents to obtain such assumption and agreement prior to the effectiveness of any such succession assignment. In such event, "Employer" shall be a breach 12 mean Employer as previously defined and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement. 9.2 Agreement by operation of law. This Section shall not limit Employee's ability to terminate this Agreement in the circumstances described in Section 4.7 in the event of a Change in Control. 6.2. Benefit. This Agreement and all rights of Employee under this Agreement shall inure to the benefit of and be enforceable by the Executive's Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee should die after the Executive shall die while any amount termination date and amounts would still be have been payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) Employee under this Agreement if the Executive Employee had continued to live, all including under Section 5 hereof, then such amounts, unless otherwise provided herein, amounts shall be paid in accordance with the terms of this Agreement to the executors, personal representatives Employee's devisee, legatee, or administrators of the Executive's other designee or, if there is no such designee, Employee's estate. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the (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 and/or assets of the Company 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. Failure of Unless expressly pr...ovided otherwise, "Company" as used herein shall mean the Company as defined in this Agreement and any successor to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. 9.2 its business and/or assets as aforesaid. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive and Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall should die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the had Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives Executive's devisee, legatee or administrators of the other designee or, if there is no such designee, to Executive's estate. Executive may not assign or transfer this Agreement or any rights or obligations hereunder. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the (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 and/or assets of the Company other than in connection with a Corporate Change 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 succ...ession had taken place. Failure of As used herein, the Company term "Company" shall include any successor to obtain such assumption its business and/or assets as aforesaid which executes and agreement prior to delivers the effectiveness of any such succession shall be a breach Agreement provided for in this Section 13 or which otherwise becomes bound by all terms and provisions of this Agreement. 9.2 Agreement by operation of law. (b) This Agreement and all rights of Executive hereunder shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall should die while any amount amounts would still be payable to the Executive him hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives Executive's devisee, legatee, or administrators of the other designee or, if there be no such designee, to Executive's estate. View More
Successors Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred, and all references herei...n to actions or omissions of the Company following such merger, consolidation or transfer of assets shall be deemed references to actions or omissions of such surviving or resulting corporation or transferee. (b) The Company agrees that concurrently with any merger or consolidation in which the Company is not the surviving or resulting corporation or any transfer of all or substantially all of the assets of the Company, it will cause any successor or transferee unconditionally to assume, by written instrument delivered to the Executive (or his or her beneficiary or estate), all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption prior to or concurrently with the effectiveness of any such merger, consolidation or transfer of assets shall be a breach of this Agreement and (i) if such merger, consolidation or transfer is a "change in control event," within the meaning of Section 409A of the Code, or (ii) the Executive terminates employment for Good Reason, the Executive shall be entitled to compensation and other benefits from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive's employment were terminated following a Change in Control other than by reason of a Nonqualifying Termination. For purposes of implementing the foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the Date of Termination. (c) This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amounts would be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive's estate.View More
Successors Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company Corporation whereby the Company Corporation is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. Corporation. In the event of any such merger, consolidation consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which s...uch assets are transferred, and all references herein to actions or omissions of the Company following such transferred. (b) The Corporation agrees that concurrently with any merger, consolidation or transfer of assets shall be deemed references to actions or omissions of such surviving or resulting corporation or transferee. (b) The Company agrees that concurrently with any merger or consolidation constituting a Change in which the Company is not the surviving or resulting corporation or any transfer of all or substantially all of the assets of the Company, Control, it will cause any successor or transferee unconditionally to assume, by written instrument delivered to the Executive (or his or her Executive's -11- beneficiary or estate), all of the obligations of the Company Corporation hereunder. Failure of the Company Corporation to obtain such assumption prior to or concurrently with the effectiveness effective date of any such merger, consolidation or transfer of assets Change in Control shall be a material breach of the Corporation's obligations to Executive under this Agreement and (i) if such merger, consolidation or transfer is a "change in control event," within the meaning of Section 409A of the Code, or (ii) the Executive terminates employment for Good Reason, the Executive shall be entitled to compensation and other benefits from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive's employment were terminated following a Change in Control other than by reason of a Nonqualifying Termination. For purposes of implementing the foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the Date of Termination. Agreement. (c) This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amounts would be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive's estate. View More
Successors Binding Agreement. (a) This Agreement shall will not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation entity or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation consolidation, or transfer of assets, the provisions of this Agreement shall will be binding upon the surviving or resulting corporation entity (the "successor") or the person or entity to wh...ich such assets are transferred, and all references herein to actions or omissions of the Company following such merger, consolidation or transfer of assets shall be deemed references to actions or omissions of such surviving or resulting corporation or transferee. transferred. - 15 - (b) The Company agrees that concurrently with any merger merger, consolidation or consolidation in which the Company is not the surviving or resulting corporation or any transfer of all or substantially all of the assets of the Company, referred to in this Section 15 it will cause any successor or transferee unconditionally to assume, by written instrument delivered to the Executive (or his or her Executive's beneficiary or estate), estate if Executive has died), all of the obligations of the Company hereunder. hereunder (including incorporation of Stockholders Agreement definitions referred to in this Agreement as those definitions are worded the day before the date of the merger, consolidation or transfer of assets . Failure of the Company to obtain such assumption prior to or concurrently with the effectiveness of any such merger, consolidation consolidation, or transfer of assets shall will be a breach of this Agreement and (i) if such merger, consolidation or transfer is a "change in control event," within the meaning of Section 409A of the Code, or (ii) the will entitle Executive terminates employment to resign for Good Reason, the Executive shall be entitled Reason as defined in and subject to compensation and other benefits from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive's employment were terminated following a Change in Control other than by reason of a Nonqualifying Termination. Section 5(c). For purposes of implementing the foregoing, the date on which any such merger, consolidation consolidation, or transfer becomes effective shall will be deemed the Date date on which Good Reason occurs. If the successor or transferee assumes this Agreement as provided above, the successor or transferee will be considered "the Company" as of Termination. the date of such assumption, and the successor or transferee, and not the Company, will be responsible for compliance with this Agreement from that date forward. (c) This Agreement shall will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amounts would be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive's estate.View More
Successors Binding Agreement. (a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred, and all references herei...n to actions transferred. In the event of the consummation of a transaction initiated by the Company involving the formation of a direct or omissions indirect holding company of the Company following for any internal legal or business purpose in which the holders of the outstanding voting securities of the Company become the holders of the outstanding voting securities of such merger, consolidation or transfer holding company in substantially the same proportions, the provisions of assets this Agreement shall be deemed references to actions or omissions of binding upon such surviving or resulting corporation or transferee. holding company. (b) The Company agrees that concurrently with any merger merger, consolidation or consolidation in which the Company is not the surviving or resulting corporation or any transfer of all or substantially all of the assets of the Company, referred to in Section 8(a), it will cause any successor or transferee unconditionally to assume, by written instrument delivered to the Executive (or his or her the Executive's beneficiary or estate), all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption prior to or concurrently with the effectiveness of any such merger, consolidation or transfer of assets shall be a breach of this Agreement and (i) and, if such merger, consolidation or transfer of assets is a "change in control event," event" within the meaning of Section 409A of the Code, or (ii) shall entitle the Executive terminates employment for Good Reason, the Executive shall be entitled to compensation and other benefits from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive's employment were terminated following a Change in Control other than by reason of a Nonqualifying Qualifying Termination. For purposes of implementing the foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the Date of Termination. 9 (c) This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amounts would be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive's estate. View More
Successors Binding Agreement. (a) Company's Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred, except that the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company 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, "Company" shall include any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 12 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) Executive's Successors. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon the Executive's death, this Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to the Executive's interests under this Agreement. If the Executive should die following his Date of Termination while any amounts would still be payable to him hereunder if he had continued to live, all such amounts unless otherwise provided herein shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by the Executive, or otherwise to his legal representatives or estate.View More
Successors Binding Agreement. (a) Company's Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred, transferred except that 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 and/or assets of the Company 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 suc...cession had taken place. As used in this Agreement, "Company" shall include mean the Company as herein before defined and any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 12 11(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) Executive's Successors. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon the Executive's death, this Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to the Executive's interests under this Agreement. If the Executive should die following his Date of Termination while any amounts would still be payable to him hereunder if he had continued to live, all such amounts unless otherwise provided herein shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by the Executive, or otherwise to his legal representatives or estate.View More
Successors Binding Agreement. (a) Company's Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred, except that the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company 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, "Company" shall include any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 12 13 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) Executive's Successors. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon the Executive's death, this Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to the Executive's interests under this Agreement. If the Executive should die following his Date of Termination while any amounts would still be payable to him Executive hereunder if he had continued to live, all such amounts unless otherwise provided herein shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by the Executive, or otherwise to his legal representatives or estate. Q Saeed - Employment Agreement 8Initials _____ / _____ 12. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein. View More
Successors Binding Agreement. (a) Company's Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred, transferred except that 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 and/or assets of the Company 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 suc...cession had taken place. As used in this Agreement, "Company" shall include any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 12 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) Executive's Successors. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon the Executive's death, this Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to the Executive's interests under this Agreement. If the Executive should die following his Date of Termination while any amounts would still be payable to him hereunder if he had continued to live, all such amounts unless otherwise provided herein shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by the Executive, or otherwise to his legal representatives or estate. View More
Successors Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to unconditionally assume all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption before the effectiveness of any such succession shall constitute Good Reason hereunder and shall entitle the Participant to compensation and other benefits from the Company in the sa...me amount and on the same terms as the Participant would be entitled hereunder if the Participant's employment were terminated following a Change in Control by reason of a Qualifying Termination, except that for purposes of implementing the foregoing, the date on which any succession becomes effective shall be deemed the Date of Termination. (b) The benefits provided under this Plan shall inure to the benefit of and be enforceable by the Participant's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Participant shall die while any amounts would be payable to the Participant hereunder had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such person or persons appointed in writing by the Participant to receive such amounts or, if no person is so appointed, to the Participant's estate.View More
Successors Binding Agreement. (a) The Company will require This Plan shall survive any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all Change in Control, and the provisions of this Plan shall be binding upon the business and/or assets of the Company to unconditionally assume all of the obligations of surviving corporation, which shall be treated as the Company hereunder. Failure of the Company to obtain such assumption before the effectiveness of any such su...ccession shall constitute Good Reason hereunder and shall entitle the Participant to compensation and other benefits from the Company in the same amount and on the same terms as the Participant would be entitled hereunder if the Participant's employment were terminated following a Change in Control by reason of a Qualifying Termination, except that for purposes of implementing the foregoing, the date on which any succession becomes effective shall be deemed the Date of Termination. (b) The benefits provided under this Plan shall inure to the benefit of and be enforceable by the Participant's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Participant shall die dies while any amounts would be payable to the Participant hereunder had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such person or persons appointed in writing by the Participant to receive such amounts or, if no person is so appointed, to the Participant's estate. View More
Successors Binding Agreement. (a) This Plan shall not be terminated by any Business Combination. In the event of any Business Combination, the provisions of this Plan shall be binding upon the Surviving Corporation, and such Surviving Corporation shall be treated as the Company hereunder. (b) The Company agrees that in connection with any Business Combination, it will require cause any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) entity to all or substantially all of the business an...d/or assets of the Company unconditionally to unconditionally assume all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption before prior to the effectiveness of any such succession Business Combination that constitutes a Change in Control, shall be a breach of this Plan and shall constitute Good Reason hereunder and shall entitle the Participant to compensation and other benefits from the Company in the same amount and on the same terms as the Participant would be entitled hereunder if the Participant's employment were terminated following a Change in Control by reason of a Qualifying Termination, except that for Termination. For purposes of implementing the foregoing, the date on which any succession such Business Combination becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination. (b) Termination if requested by a Participant. (c) The benefits provided under this Plan shall inure to the benefit of and be enforceable by the Participant's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Participant shall die while any amounts would be payable to the Participant hereunder had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such person or persons appointed in writing by the Participant to receive such amounts or, if no person is so appointed, to the Participant's estate. View More
Successors Binding Agreement. (a) This Plan shall not be terminated by any Reorganization or Sale. In the event of any Reorganization or Sale, the provisions of this Plan shall be binding upon the Surviving Corporation, and such Surviving Corporation shall be treated as the Corporation hereunder. (b) The Company Corporation agrees that in connection with any Reorganization or Sale it will require cause any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) entity to all or substantially a...ll of the business and/or assets of the Company Corporation unconditionally to unconditionally assume all of the obligations of the Company Corporation hereunder. Failure of the Company Corporation to obtain such assumption before prior to the effectiveness of any such succession Reorganization or Sale that constitutes a Change in Control, shall be a breach of this Plan and shall constitute Good Reason hereunder and shall entitle the Participant to compensation and other benefits from the Company Corporation in the same amount and on the same terms as the Participant would be entitled hereunder if the Participant's employment were terminated following a Change in Control by reason of a Qualifying Termination, except that for Termination. For purposes of implementing the foregoing, the date on which any succession such Reorganization or Sale becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination. (b) Termination if requested by a Participant. (c) The benefits provided under this Plan shall inure to the benefit of and be enforceable by the Participant's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Participant shall die while any amounts would be payable to the Participant hereunder had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such person or persons appointed in writing by the Participant to receive such amounts or, if no person is so appointed, to the Participant's estate. View More
Successors Binding Agreement. (a) This Agreement shall not be terminated by any Change in Control or other merger, consolidation, statutory share exchange, sale of substantially all the assets or similar form of corporate transaction involving the Company (a "Business Combination"). In the event of any Business Combination, the provisions of this Agreement shall be binding upon the surviving corporation, and such surviving corporation shall be treated as the Company hereunder. (b) The Company agrees that in connection with a...ny Business Combination, it will cause any successor entity to the Company unconditionally to assume (and for any parent entity in such Business Combination to guarantee), by written instrument delivered to Executive (or Executive's beneficiary or estate), all of the obligations of the Company hereunder. (c) This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such 10 person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive's estate.View More
Successors Binding Agreement. (a) This Agreement shall not be terminated by survive any Change in Control or other merger, consolidation, statutory share exchange, sale of substantially all the assets or similar form of corporate transaction involving the Company (a "Business Combination"). In the event of any Business Combination, the provisions of this Agreement business combination and shall be binding upon the surviving corporation, and entity of any business combination (in which case such surviving corporation entity s...hall be treated as the Company hereunder. hereunder). (b) The Company agrees that in In connection with any Business Combination, it business combination, the Company will cause any successor entity to the Company unconditionally to assume (and for any parent entity in such Business Combination to guarantee), by written instrument delivered to Executive (or Executive's his beneficiary or estate), estate) all of the obligations of the Company hereunder. (c) This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees devisees, and legatees. If Executive shall die dies while any amounts would be payable to Executive hereunder had Executive continued to live, hereunder, then all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such 10 person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive's estate. (d) Executive may not assign this Agreement. The Company may assign this Agreement in its discretion to any parent/subsidiary company or successor in interest to the business, or part thereof, of the Company. View More
Successors Binding Agreement. (a) This (a)This Agreement shall not be terminated by any Change in Control or other the consummation of a merger, consolidation, statutory share exchange, sale of substantially all the assets exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries (a "Business Combination"). In the event of Combination"), and in any Business Combination, such event, the provisions of this Agreement shall be binding upon the surviving corporation, entity thereof, and su...ch surviving corporation Surviving Corporation shall be treated as the Company hereunder. (b) The (b)The Company agrees that in connection with any Business Combination, it will cause any successor entity to the Company to unconditionally to assume (and for any parent entity corporation in such Business Combination to guarantee), by written instrument delivered to Executive (or Executive's his beneficiary or estate), all of the obligations of the Company hereunder. (c) This Failure of the Company to obtain such assumption and guarantee at least three days prior to the effectiveness of any such Business Combination (the "Assumption Date") shall be a breach of this Agreement and shall, effective as of the Assumption Date, entitle Executive to compensation and other benefits from the Company in the same amount and on the same terms as Executive would be entitled hereunder by reason of a Qualifying Termination. (c)This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such 10 person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive's estate. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company shall require (i) 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 (on a consolidated basis) and (ii) in the case of a disposition of all or substantially all of the business or assets of the Company (on a consolidated basis) to more than one entity in a single transaction or series of rela...ted transactions, the entity that will employ the Executive immediately after such disposition (such successor or other entity in clause (i) or (ii), a "Successor") 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 or disposition had taken place prior to the effectiveness of any such succession or disposition. If such assumption and agreement is obtained prior to the effectiveness of any such succession or disposition and the Executive accepts employment with the Successor, the Executive's employment shall not be treated as a termination of the Executive's employment with the Company (unless otherwise required in order to comply with the definition of "separation from service" as set forth in Treas. Reg. § 1.409A-1(h) or any successor regulation thereto). 6 9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.View More
Successors Binding Agreement. 9.1 In addition 11.1. This Agreement shall inure to the benefit of and be enforceable by the successors and assigns of the Company. Each of the Company may assign this Agreement, without Executive's prior consent, to any obligations imposed by law upon any successor to the Company, the Company shall require (i) any successor (whether direct person or indirect, by purchase, merger, consolidation or otherwise) to entity that acquires all or substantially all a substantial part of the business or a...nd/or assets of the Company (on a consolidated basis) or any subsidiary thereof to which Executive regularly provides services, provided in each case that such entity expressly assumes and (ii) in the case of a disposition of all or substantially all of the business or assets of the Company (on a consolidated basis) to more than one entity in a single transaction or series of related transactions, the entity that will employ the Executive immediately after such disposition (such successor or other entity in clause (i) or (ii), a "Successor") to expressly assume and agree agrees 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 or disposition had taken place prior to the effectiveness of any such succession or disposition. If such assumption and agreement is obtained prior to the effectiveness of any such succession or disposition and the Executive accepts employment with the Successor, the Executive's employment shall not be treated as a termination of the Executive's employment with the Company (unless otherwise required in order to comply with the definition of "separation from service" as set forth in Treas. Reg. § 1.409A-1(h) or any successor regulation thereto). 6 9.2 place. 11.2. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate. 7 12. Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Avangrid Management Company, LLC 180 Marsh Hill Road Orange, CT 06477 Attention: Chief Human Resources Officer To the Executive: Douglas K. Stuver 99 Burrwood Common Fairfield, CT 06824 13. Miscellaneous. 13.1. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officers as may be specifically designated by the Board. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party, which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Oregon. There shall be withheld from any payments provided for hereunder any amounts required to be withheld under federal, state or local law and any additional withholding amounts to which the Executive has agreed. The obligations under this Agreement of the Company or the Executive which by their nature and terms require satisfaction after the end of the Term shall survive such event and shall remain binding upon such party. 13.2. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be treated as original signatures for all purposes. 13.3. This Agreement contains the entire agreement and understanding between the parties hereto in respect of Executive's employment and supersedes, cancels and annuls any prior or contemporaneous written or oral agreements, understandings, commitments and practices between them respecting Executive's employment except as specifically referenced herein. 8 14. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. View More
Successors Binding Agreement. 9.1 10.1 In addition to any obligations imposed by law upon any successor to the Company, the Company shall require (i) 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 (on a consolidated basis) and (ii) in the case of a disposition of all or substantially all of the business or assets of the Company (on a consolidated basis) to more than one entity in a single transaction or series of... related transactions, the entity that will employ the Executive immediately after such disposition (such successor or other entity in clause (i) or (ii), a "Successor") 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 or disposition had taken place prior to the effectiveness of any such succession or disposition. If such assumption and agreement is obtained prior to the effectiveness of any such succession or disposition and the Executive accepts employment with the Successor, the Executive's employment shall not be treated as a termination of the Executive's employment with the Company (unless otherwise required in order to comply with the definition of "separation from service" as set forth in Treas. Reg. § 1.409A-1(h) or any successor regulation thereto). 6 9.2 10.2 This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate. 10 11. Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the address shown for the Executive in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Armstrong World Industries, Inc. P.O. Box 3001 Lancaster, Pennsylvania 17604 Attention: General Counsel 12. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by any party. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under Sections 4 and 5 hereof shall survive the expiration of the term of this Agreement. [The Executive agrees that to the extent the Executive is entitled to severance benefits under this Agreement, the Executive shall be deemed to waive any rights to any benefits under the Company's Severance Pay Plan for salaried employees or any other severance benefits plan or arrangement of the Company. ]2 This Agreement is not intended by the parties hereto to constitute an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company shall will require (i) 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 (on a consolidated basis) and (ii) in the case of a disposition of all or substantially all of the business or assets of the Company (on a consolidated basis) to more than one entity in a single transaction or se...ries of related transactions, the entity that will employ the Executive immediately after such disposition (such successor or other entity in clause (i) or (ii), a "Successor") 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 or disposition had taken place prior to the effectiveness of any such succession or disposition. If such assumption and agreement is obtained prior to the effectiveness of any such succession or disposition and the Executive accepts employment with the Successor, the Executive's employment shall not be treated as a termination of the Executive's employment with the Company (unless otherwise required in order to comply with the definition of "separation from service" as set forth in Treas. Reg. § 1.409A-1(h) or any successor regulation thereto). 6 place. 9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate. 6 10. Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States regisÂtered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Compuware Corporation One Campus Martius Detroit, MI 48226 Attention: Chief Executive Officer 11. Miscellaneous. No provision of this Agreement may be modiÂfied, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party, including the Prior Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 hereof) shall survive such expiration. View More
Successors Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Company, its Successors and Assigns and the Company shall require any Successors and Assigns 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 or assignment had taken place. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive or the Executive's b...eneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal personal representative.View More
Successors Binding Agreement. (a) This Agreement shall be binding upon and shall inure to the benefit of the Company, and its Successors successors and Assigns assigns, and the Company shall require any Successors successors and Assigns assigns 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 or assignment had taken place. (b) Neither this Agreement nor any right or interest hereunder shall be assignable or... transferable by the Executive or the Executive's Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal personal representative. View More
Successors Binding Agreement. 13.1. This Agreement shall be binding upon and shall inure to the benefit of the Company, Company and its Successors and Assigns Assigns, and the Company shall require any Successors and Assigns 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 or assignment had taken place. 13.2. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by t...he Executive Officer or the Executive's Executive Officer's beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's Executive Officer's legal personal representative. View More
Successors Binding Agreement. (a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its Employer, the Corporation and their respective Successors and Assigns Assigns. The Employer and the Company Corporation shall require any their respective Successors and Assigns to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Employer and/or the Corporation would be required to perform it if no such succession or assignment had taken place.... (b) Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive or the Executive's beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal personal representative. View More
Successors Binding Agreement. (a) The Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the businesses and/or assets of Penns Woods and/or Luzerne to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Failure by the Employer to obtain such assumption and agreement prior to the effectiveness of any su...ch succession shall constitute a material breach of this Agreement and the provisions of Section 5 (relating to termination of employment following a Change in Control) shall apply as though a Notice of Termination was authorized and had been timely given. As used in this Agreement, "Penns Woods", and "Luzerne" shall mean Penns Woods and Luzerne, as defined previously, and any successor to their respective businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. (b) This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, heirs, distributees, devisees, and legatees. If Executive should die after a Notice of Termination is delivered by Executive, or following termination of Executive's employment without Cause, and any amounts would be payable to Executive under this Agreement if Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee, or other designee, or, if there is no such person, to Executive's estate. The preceding sentence shall also apply to the last clause of Section 3(c).View More
Successors Binding Agreement. (a) The Employer Penns Woods will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the businesses and/or assets of Penns Woods and/or Luzerne to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer Penns Woods would be required to perform it if no such succession had taken place. Failure by the Employer Penns Woods to obtain such assumption and agreement ...prior to the effectiveness of any such succession shall constitute a material breach of this Agreement and the provisions of Section 5 (relating to termination of employment following a Change in Control) shall apply as though a Notice of Termination was authorized and had been timely given. As used in this Agreement, "Penns Woods", and "Luzerne" Woods" shall mean Penns Woods and Luzerne, as defined previously, previously and any successor to their respective its businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. (b) This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, heirs, distributees, devisees, and legatees. If Executive should die after a Notice of Termination is delivered by Executive, or following termination of Executive's employment without Cause, and any amounts would be payable to Executive under this Agreement if Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee, or other designee, or, if there is no such person, to Executive's estate. The preceding sentence shall also apply to the last clause of Section 3(c). View More
Successors Binding Agreement. 6.1 The Company will seek to have any Successor (as hereinafter defined), by agreement in form and substance satisfactory to you, assume the Company's obligations under this Agreement or assent to the fulfillment by the Company of its obligations under this Agreement. Failure of the Company to obtain such assumption or assent prior to or at the time a Person becomes a Successor shall constitute Good Reason for termination by you of your employment and, if a Change in Control of the Company has o...ccurred, shall entitle you immediately to the benefits provided in Section 5.3 hereof upon delivery by you of a Notice of Termination which the Company, by executing this Agreement, hereby assents to. This Agreement will be binding upon and inure to the benefit of the Company and any Successor (and such Successor shall thereafter be deemed the "Company" for purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. For purposes of this Agreement, "Successor" shall mean any Person that succeeds to, or has the practical ability to control (either immediately or with the passage of time), the Company's business directly, by merger, consolidation or purchase of assets, or indirectly, by purchase of the Company's Voting Securities or otherwise. 6.2 This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.View More
Successors Binding Agreement. 6.1 The Company will seek to have any Successor (as hereinafter defined), by agreement in form and substance satisfactory to you, assume the Company's obligations under this Agreement or assent to the fulfillment by the Company of its obligations under this Agreement. Failure of the Company to obtain such assumption or assent prior to or at the time a Person becomes a Successor shall constitute Good Reason for termination by you of your employment and, if a Change in Control of the Company has o...ccurred, shall entitle you immediately to the benefits provided in Section 5.3 hereof upon delivery by you of a Notice of Termination which the Company, by executing this Agreement, hereby assents to. This Agreement will be binding upon and inure to the benefit of the Company and any Successor (and such Successor shall thereafter be deemed the "Company" for purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. For purposes of this Agreement, "Successor" shall mean any Person that succeeds to, or has the practical ability to control (either immediately or with the passage of time), the Company's business directly, by merger, consolidation or purchase of assets, or indirectly, by purchase of the Company's Voting Securities or otherwise. 6.2 This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate. View More
Successors Binding Agreement. 6.1 The (i)Upon your written request, the Company will seek to have any Successor (as hereinafter defined), by agreement in form and substance satisfactory to you, assume the Company's obligations under this Agreement or assent to the fulfillment by the Company of its obligations under this Agreement. Failure of the Company to obtain such assumption or assent at least three (3) business days prior to or at the time a Person becomes a Successor (or where the Company does not have at least three (...3) business days advance notice that a Person may become a Successor, within one (1) business day after having notice that such Person may become or has become a Successor) shall constitute Good Reason for termination by you of your employment and, if a Change change in Control control of the Company has occurred, shall entitle you immediately to the applicable benefits provided in Section 5.3 5 hereof upon delivery by you of a Notice of Termination which the Company, by executing this Agreement, hereby assents to. This Agreement will be binding upon and inure to the benefit of the Company and any Successor (and such Successor shall thereafter be deemed the "Company" for purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. Termination. For purposes of this Agreement, "Successor" shall mean any Person that succeeds to, or has the practical ability to control (either immediately or with the passage of time), the Company's business directly, by merger, consolidation merger or purchase of assets, consolidation, or indirectly, by purchase of the Company's Voting Securities Securities, all or substantially all of its assets or otherwise. 6.2 This (ii)This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate. (iii)For purposes of this Agreement, the "Company" shall include any corporation or other entity which is the surviving or continuing entity in respect of any merger, consolidation or form of business combination in which the Company ceases to exist. View More
Successors Binding Agreement. 6.1 The (i) Upon your written request, the Company will seek to have any Successor (as hereinafter defined), by agreement in form and substance satisfactory to you, assume the Company's obligations under this Agreement or assent to the Page 10 fulfillment by the Company of its obligations under this Agreement. Failure of the Company to obtain such assumption or assent prior to or at the time a Person becomes a Successor shall constitute Good Reason for termination by you of your employment and, ...if a Change in Control of the Company has occurred, shall entitle you immediately to the benefits provided in Section 5.3 hereof upon delivery by you of a Notice of Termination which the Company, by executing this Agreement, hereby assents to. This Agreement will be binding upon and inure to the benefit of the Company and any Successor (and such Successor shall thereafter be deemed the "Company" for purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. For purposes of this Agreement, "Successor" shall mean any Person that succeeds to, or has the practical ability to control (either immediately or with the passage of time), the Company's business directly, by merger, consolidation or purchase of assets, or indirectly, by purchase of Parent's or the Company's Voting Securities or otherwise. 6.2 (ii) This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate. View More
Successors Binding Agreement. The rights and obligations of this Agreement shall bind and inure to the benefit of the surviving corporation in any merger or consolidation in which the Employer is a party, or any assignee of all or substantially all of the Employer's business and properties. The Executive's rights and obligations under this Agreement may not be assigned by him, except that his right to receive accrued but unpaid compensation, unreimbursed expenses and other rights, if any, provided under this Agreement which ...survive termination of this Agreement shall pass after death to the personal representatives of his estate.View More
Successors Binding Agreement. The rights and obligations of this Agreement shall bind and inure to the benefit of the surviving corporation entity in any merger or consolidation in which the Employer Company or the Bank is a party, or any assignee of all or substantially all of the Employer's Company's or the Bank's business and properties. The Executive's rights and obligations under this Agreement may not be assigned by him, except that his right to receive accrued but unpaid compensation, unreimbursed expenses and other r...ights, if any, provided under this Agreement Agreement, which survive termination of this Agreement shall pass after death to the personal representatives of his estate. View More
Successors Binding Agreement. The rights and obligations of this Agreement shall bind and inure to the benefit of the surviving corporation entity in any merger or consolidation in which the Employer Company or the Bank is a party, or any assignee of all or substantially all of the Employer's Company's or the Bank's business and properties. The Executive's rights and obligations under this Agreement may not be assigned by him, her, except that his her right to receive accrued but unpaid compensation, unreimbursed expenses an...d other rights, if any, provided under this Agreement Agreement, which survive termination of this Agreement shall pass after death to the personal representatives of his her estate. View More
