Successors Binding Agreement Clause Example with 16 Variations from Business Contracts

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 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 and inure to the benefit of and be enforceable by the surviving or result...ing corporation or the person or entity to which such 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 beneficiary or estate), all of the obligations of the Company Corporation hereunder. -8- 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 that constitutes 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. Reason. (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 -8- provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the surviving or re...sulting corporation or the person or entity to which such 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 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 that constitutes 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. Reason. (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 and inure to the benefit of and be enforceable by the surviving or result...ing corporation or the person or entity to which such 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 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 that constitutes 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. Reason. -7- (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 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 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 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. 9 11. Notices. (a) For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed: (1) if to the Executive, to the home address of the Executive maintained in the Company's business records, and if to the Company, to West Corporation, 11808 Miracle Hills Drive, Omaha, Nebraska 68154, Attention: Executive Vice President and General Counsel, with a copies to the Secretary and the Chairman of the Compensation Committee of the Board, or (2) to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. (b) A written notice of the Executive's Date of Termination by the Company or the Executive, as the case may be, to the other, shall (1) indicate the specific termination provision in this Agreement relied upon, (2) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (3) specify the termination date (which date shall be not less than 15 days after the giving of such notice). The failure by the Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. View More

Successors Binding Agreement. (a) A. Survival Following Merger, Consolidation or Asset Transfer. 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 Exhibit 10.9 such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the per...son or entity to which such assets are transferred, and all references herein to actions or omissions transferred. B. Survivor's Assumption 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) Agreement. 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 12, it will cause any successor or transferee to unconditionally to assume, by written instrument delivered to the Executive (or his or her 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) if such merger, consolidation or transfer is a "change in control event," within the meaning of Section 409A of the Code, or (ii) the entitle 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. Terminated without Cause. For purposes of implementing the foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the Date date of Termination. (c) C. Enforceability. 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 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 13(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. (c) This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, 10 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 9(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 9 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. (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