Successors in Interest Contract Clauses (394)

Successors in Interest. This Award Agreement shall inure to the benefit of and be binding upon any successor to the Company and upon the Participant's heirs, executors, administrators and successors. AIR METHODS CORPORATION By: Name: Title: PARTICIPANT Name: 5 EX-10.6 2 t1700128_ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 AIR METHODS CORPORATION 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this "Award Agreement") is made and entered into as of ____________, between Air Methods Corpora...tion, a Delaware corporation (the "Company"), and ____________ (the "Participant"). WHEREAS, the Board has adopted, and the stockholders have approved, the 2015 Equity Incentive Plan (the "Plan"), effective as of May 20, 2015, in order to advance the interests of the Company and its Subsidiaries through the motivation, attraction and retention of its employees and consultants (including nonemployee directors); WHEREAS, the Plan provides for the granting of restricted stock awards to eligible participants as determined by the Compensation and Stock Option Committee (the "Committee"); WHEREAS, capitalized terms, which are not defined herein, shall have the meaning set forth in the Plan; and WHEREAS, the Committee has determined that the Participant is a person eligible to receive a grant of restricted stock under the Plan and has determined that it would be in the best interest of the Company to grant the Restricted Shares (as defined herein) provided for herein. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties agree as follows: 1.Grant of Restricted Shares. 1.1 The Company has granted to the Participant, on ____________ (the "Grant Date"), ____________ shares of the Company's common stock, $0.06 par value per share (the "Common Stock"), subject to such conditions as are provided for in the Plan and this Award Agreement (the "Restricted Shares"). 1.2 No Restricted Shares shall vest unless the Company's fiscal year _____ fully diluted earnings per shares ("EPS") is equal to or greater than $_____, after taking into account the expensing of officer bonuses under the _____ Executive Short Term Incentive Plan (the "162(m) Performance Goal"). 1.3 If the 162(m) Performance Goal is satisfied, the vesting schedule for the Restricted Shares shall be as follows: the first third will vest on _____; the second third will vest on _____; and the final third will vest on _____ (each such period, a "Vesting Period"). If the 162(m) Performance Goal is not satisfied, all Restricted Shares granted pursuant to this Award Agreement shall be forfeited and cancelled. 1.4 Participant acknowledges receipt of a copy of the Plan, and agrees that this grant of Restricted Shares shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Award Agreement. View More

Successors in Interest. This Agreement shall inure to the benefit of, and be binding on, the Corporation and its successors and assigns. This Agreement shall inure to the benefit of, and be binding on, the Holder and the Holder's legal representatives. All obligations imposed upon the Holder and all rights granted to the Corporation under this Agreement shall be final, binding and conclusive upon the Holder's heirs, executors and administrators. This Agreement shall not be assignable by the Holder.

Successors in Interest. This Pledge Agreement creates a continuing security interest in the Pledged Collateral and will enure to the benefit of and be binding upon the Pledgor, its successors and permitted assigns and will enure to the benefit of the Secured Party and be binding upon its successors and assigns. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS] Davis: 14763739.5 TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement effective as of the date first appearing above. VISTA... GOLD CORP.Per: Authorized Signatory SPROTT RESOURCE LENDING PARTNERSHIP, by its managing partner Sprott Lending Consulting Limited Partnership, by its general partner, Sprott Lending Consulting GP Inc.Per:Authorized Signatory Per:Authorized Signatory Davis: 14763739.5 EX-10.17 12 vgz-20131231ex1017e3a3a.htm EX-10.17 Exhibit 10.17 Exhibit 10.17 SHARE PLEDGE AGREEMENT THIS AGREEMENT dated effective as of November 8, 2013 is between: VISTA GOLD CORP., a British Columbia company, having its chief executive office at 7961 Shaffer Parkway, Suite 5, Littleton, Colorado 80127 (together with its successors and permitted assigns,the Pledgor") AND SPROTT RESOURCE LENDING PARTNERSHIP, a general partnership organized and existing under the laws of the Province of Ontario, having an office at Suite 2750, 200 Bay Street, Toronto, Ontario, M5J 2J2, Canada (together with its successors and permitted assigns, the "Secured Party") background A. The Secured Party has made a credit facility available to the Pledgor, as borrower, on the terms set out in the credit agreement dated March 28, 2013, as amended by a credit agreement modification agreement dated September 20, 2013, between the Secured Party, as lender and the Pledgor, as borrower (collectively, as the same may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the "Credit Agreement"). B. The Pledgor is the owner of 1,400,000 common shares in the capital of Midas Gold Corp. (the "Issuer"), a company incorporated and existing under the laws of the Province of British Columbia (the "Pledged Shares"). C. In accordance with the Credit Agreement, the Pledgor has agreed to pledge and grant a security interest in the Pledged Collateral (as later defined) on the terms set out in this Pledge Agreement. agreement For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. Unless otherwise defined herein, capitalized terms used herein will have the meanings given to them in the Credit Agreement. The term "PPSA" means the Personal Property Security Act (British Columbia). The terms "Adverse Claim", "Control", "Entitlement Order", "Financial Asset", "Securities Account", "Securities Entitlement", "Securities Intermediary" and "Security" have the meanings given to them in the PPSA and in the Securities Transfer Act (British Columbia), each as amended from time to time (the "STA"). View More