Successors Binding Agreement Clause Example with 6 Variations from Business Contracts
This page contains Successors Binding Agreement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Successors Binding Agreement" Clause from Business Contracts
Successors Binding Agreement. (a) a. This Policy shall not be terminated by any Business Combination. In the event of any Business Combination, the provisions of this Policy 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 busin...ess and/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 Policy 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. Further, the Company acknowledges and agrees that each Participant will suffer immediate and irreparable harm in the event that the Company fails to cause any successor entity to assume the obligations of the Company hereunder. The Company further acknowledges and agrees that the Participants shall be entitled to injunctive relief enjoining such failure. The Company shall hold the Participants harmless from any and all costs and attorneys' fees incurred as a result of efforts by any Participant to enforce this Policy. c. The benefits provided under this Plan Policy 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 Policy 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. -9- 10. Notice. a. For purposes of this Policy, 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 (5) days after deposit in the United States mail, certified and return-receipt requested, postage prepaid, addressed as follows: If to the Participant: the address listed as the Participant's address in the Company's personnel files. If to the Company: FARO Technologies, Inc. 250 Technology Park Lake Mary, FL 32746 Attention: Legal Department or 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 Participant's Date of Termination by the Company or the Participant, as the case may be, to the other, shall (i) indicate the specific termination provision in this Policy relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant's employment under the provision so indicated and (iii) specify the date of termination, which date shall be not less than fifteen (15) nor more than sixty (60) days after the giving of such notice; provided, however, that the Company may in its sole discretion accelerate such date to an earlier date or, alternatively, place the Participant on paid leave during such period. The failure by the Participant 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 Participant or the Company hereunder or preclude the Participant or the Company from asserting such fact or circumstance in enforcing the Participant's or the Company's rights hereunder. 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) The Company This Plan will require 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 will be binding upon the business and/or assets of the Company to unconditionally assume all of the obligations of surviving corporation, which will be treated as 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 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) 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 Change in Control. In the event of any Change in Control, the provisions of this Plan shall be binding upon the Surviving Entity or other successor entity in the Change in Control, and such Surviving Entity or successor entity shall be treated as the Company hereunder. (b) The Company agrees that in connection with any Change in Control, it will require cause any Surviving Entity or any successor (whether direct or indirect, by purchase, merger, conso...lidation or otherwise) entity 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 prior to the effectiveness of any such succession 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 Change in Control 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 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
