Absence of Other Agreements. Foro is not:
(i) a party to any Material Contract;
(ii) a party to, or operates any bonus, pension, profit sharing, deferred compensation, retirement, hospitalization insurance, medical insurance or similar plan or practice, formal and informal, in effect with respect to any employees of Foro;
(iii) bound by any agreement whether written or oral with any employee of Foro providing for a specified period of notice of termination nor providing for any fixed term of employment; and has now and as of the Closing Date will have no employees who cannot be dismissed upon such notice as applicable Law may permit;
(iv) bound by any outstanding contract or commitment which requires prior approval of any change of control of Foro; or
(v) bound by any outstanding contract or commitment except those entered into in the ordinary course of business and is not in default under any material contract by which it is bound or under which it is entitled to the benefits of and advantages thereof, save and except in any case which would not have a Material Adverse Effect.
Absence of Other Agreements. Other than as disclosed to Meridex in writing, BSI:
Absence of Other Agreements. Except for the Voting Agreements and the Contribution Agreements, or, only with respect to paragraph (b) of this Section 4.09, reasonable incentive compensation arrangements otherwise disclosed in the Schedule 13E-3 or Proxy Statement, none of Parent, Merger Sub and their respective Affiliates has entered into any Contract, arrangement or understanding, whether oral or written, or has authorized, committed or agreed to enter into any Contract, arrangement or understanding, whether oral or written, pursuant to which: (a) any holder of Company Shares would be entitled to receive consideration of a different amount or nature than the consideration set forth in the Proxy Statement or pursuant to which any holder of Common Shares has agreed or would agree to vote to adopt this Agreement or has agreed or would agree to vote against any Competing Transaction; or (b) any employee of the Company or any Company Subsidiary has agreed or would agree to (i) remain as an employee of the Surviving Corporation or any of its subsidiaries following the Effective Time at a compensation level in excess of such employee’s current compensation level (other than pursuant to any employment contract with the Company in effect as of the date hereof), (ii) contribute any portion of such employee’s Common Shares, Company Options or other equity awards to the Company, the Surviving Corporation, any subsidiary of Parent or any Affiliate of Parent, or otherwise “roll-over” any portion of such Common Shares, Company Options or other equity awards, or (iii) receive any capital stock or equity securities of Parent, the Surviving Corporation, any subsidiary of Parent or any Affiliate of Parent.
Absence of Other Agreements. The Purchaser: (i) is not a party to any Material Contract; (ii) is not a party to, nor operates any bonus, pension, profit sharing, deferred compensation, retirement, hospitalization insurance, medical insurance or similar plan or practice, formal and informal, in effect with respect to any employees of the Purchaser; (iii) is not bound by any agreement whether written or oral with any employee of the Purchaser providing for a specified period of notice of termination nor providing for any fixed term of employment; and has now and as of the Closing Date will have no employees who cannot be dismissed upon such notice as applicable Law may permit; (iv) is not bound by any outstanding contract or commitment which requires prior approval of any change of control of the Purchaser; and (v) is not bound by any outstanding contract or commitment except those entered into in the ordinary course of business and is not in default under any Material Contract by which it is bound or under which it is entitled to the benefits of and advantages thereof, save and except in any case which would not have a Material Adverse Effect.
Absence of Other Agreements. The Target:
(a) is not a party to any contract with, or committed to, any labor union;
(b) is not a party to or operate any bonus, pension, profit sharing, deferred compensation, retirement, hospitalization insurance, medical insurance or similar plan or practice, formal and informal, in effect with respect to any employees or others;
(c) is not bound by any agreement whether written or oral with any employee providing for a specified period of notice of termination nor providing for any fixed term of employment; and has now and at Closing will have no employees who cannot be dismissed upon such notice as common or statute law may prescribe;
(d) is not bound by any outstanding contract or commitment which requires prior approval of any change of control of the Target; and
(e) is not bound by any outstanding contract or commitment except those entered into in the ordinary course of business and having not more than 12 months to run; and is not in default under any material contract by which it is bound or under which it is entitled to the benefits of and advantages thereof.
Absence of Other Agreements. There are no other agreements entered into between the Custodian and the Trustee with respect to the Accounts other than the Indenture and other customary account agreements relating to the establishment and the operation of the Accounts.
Absence of Other Agreements. Except as disclosed by the Purchaser in writing to the Special Committee of the Board of Directors prior to the date of this Agreement, (i) other than the Selling Shareholders Purchase Agreements (and the transactions and transaction documents contemplated thereby), neither the Purchaser nor any of its Affiliates is a party to any agreement or understanding with the Selling Shareholders, including any definitive written side agreements; (ii) the Selling Shareholder Purchase Agreements (and the transactions and transaction documents contemplated thereby) contain the entire understanding of the Purchaser and the Selling Shareholders with respect to the subject matter thereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters; and (iii) the copies of the Selling Shareholder Purchase Agreements, as attached hereto as EXHIBIT C and EXHIBIT D, respectively, as of the date hereof are the fully executed forms of such Selling Shareholder Purchase Agreements (without exhibits).
Absence of Other Agreements. Other than as disclosed on SEDAR or provided to Lion in writing, neither Taipan nor Subco is:
(a) a party to any material contract;
(b) bound by any outstanding contract or commitment which requires prior approval of any change of control of Taipan;
(c) bound by any outstanding contract or commitment except those entered into in the ordinary course of business; or
(d) in default under any material contract by which it is bound or under which it is entitled to the benefits of and advantages thereof.
Absence of Other Agreements. Other than as disclosed herein or in Section 4.24 of the Lion Disclosure Letter, Lion is not:
(a) a party to any material contract;
(b) bound by any outstanding contract or commitment which requires prior approval of any change of control of Lion;
(c) is not bound by any outstanding contract or commitment except those entered into in the ordinary course of business; or
(d) in default under any material contract by which it is bound or under which it is entitled to the benefits of and advantages thereof.
Absence of Other Agreements. None of the Altius Group:
(a) has any employees;
(b) is a party to any xxxxxx, swaps or other derivative contracts; and
(c) is bound by any outstanding Contract or commitment except those related to this Transaction and those entered into in the ordinary course of business.
