Company RCAs Sample Clauses

Company RCAs. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holder thereof, each Company RCA will be modified to reflect an award of restricted cash, without interest, in an amount equal to the same dollar amount as provided under the Company RCA (each, a “Modified Company RCA”). Each Modified Company RCA will have the same terms and conditions as applied to the Company RCA prior to such modification, except for terms rendered inoperative by reason of the Transactions or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of such Modified Company RCA; provided, however, that the Protection Period with respect to each such Modified Company RCA shall be extended if and to the extent necessary so that it covers the entire vesting period of such Modified Company RCA. For the avoidance of doubt, only the duration of the Protection Period is modified by the previous sentence, and whether a Protection Period applies and the terms and conditions of any such Protection Period shall be governed by the terms and conditions of each current Company RCA.
Sample 1
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Related to Company RCAs

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Definitions For purposes of this Agreement:

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

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