Company Successor. PROMISTAR shall require any person (or persons acting as a group) who acquires ownership or effective control of PROMISTAR or ownership of a substantial portion of the business or assets of PROMISTAR (whether direct or indirect, by purchase, merger, consolidation or otherwise), by agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as PROMISTAR would be required to perform it if no such acquisition had taken place. In the event that PROMISTAR fails to obtain such agreement prior to the effectiveness of any such acquisition, PROMISTAR shall establish an irrevocable trust fund or similar arrangement containing assets sufficient to assure payment of all obligation under this Agreement, provided that Executive's right to payment from such trust fund or arrangement shall be no greater than the right of an unsecured creditor of PROMISTAR and its affiliates. As used in this Agreement, "PROMISTAR" shall mean PROMISTAR as defined in the first sentence of this Agreement and any person (or group) who acquires ownership or effective control of PROMISTAR or ownership of a substantial portion of the business or assets of PROMISTAR or which otherwise becomes bounded by all the terms and provisions of this Agreement, whether by the terms hereof, by operation of law or otherwise.
Company Successor. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Company had terminated Executive without Cause as of the day immediately before such succession became effective. As used in this Section 3.5.3, the “Company” shall mean the Company as defined in the first sentence of this Agreement and any successor to all or substantially all its business or assets or which otherwise becomes bound by all the terms and provisions of this Agreement, whether by the terms hereof, by operation of law or otherwise.
Company Successor. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled to under this Agreement if Executive had given Notice of Termination for Good Reason as of the day immediately before such succession became effective and had specified that day in the notice of termination. As used in this Agreement, "Company" shall mean the Company as defined in the first sentence of this Agreement and any successor to all or substantially all its business or assets or which otherwise becomes bound by all the terms and provisions of this Agreement, whether by the terms hereof, by operation of law or otherwise.
Company Successor. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive had given notice of termination for Good Reason as of the day immediately before such succession became effective and had specified that day in the notice of termination. As used in this Section 3.5.3, the "Company" shall mean the Company as defined in the first sentence of this Agreement and any successor to all or substantially all its business or assets or which otherwise becomes bound by all the terms and provisions of this Agreement, whether by the terms hereof, by operation of law or otherwise.
Company Successor. All representations made by or relating to the Company of a historical or prospective nature and all undertakings described in Sections 9(g) through 9(l) shall relate, apply and refer to the Company and its successors.
Company Successor. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it if no such succession had taken place. For purposes of this Agreement, the Company shall include all of the Company's subsidiaries and affiliated entities.
Company Successor. In the event of a Change of Control, the Company shall require any person (or persons acting as a group) who acquires ownership or effective control of the Company or ownership of a substantial portion of the business or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise), by agreement in form and substance reasonably satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it if no such Change of Control had taken place. In the event that the Company fails to obtain such agreement prior to or concurrently with the effectiveness of any such Change of Control, the Company shall establish an irrevocable trust fund or similar arrangement containing assets sufficient to assure payment of all obligations under this Agreement, provided that Executive's right to payment from such trust fund or arrangement shall be no greater than the right of an unsecured creditor of the Company and its affiliates. As used in this Agreement, the "Company" shall mean the Company as defined in the first sentence of this Agreement and any Person (or group) that acquires ownership or effective control of the Company or ownership of a substantial portion of the business or assets of the Company or which otherwise becomes bound by all the terms and provisions of this Agreement, whether by the terms hereof, by operation of law or otherwise.
Company Successor. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Separation Agreement in the same manner and to the same extent as the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the term "the Company" shall mean the Company as defined in the first sentence of this Agreement and any successor to all or substantially all its business or assets or which otherwise becomes bound by all the terms and provisions of this Separation Agreement, whether by the terms hereof, by operation of law or otherwise.
Company Successor. The Times shall require any person (or persons acting as a group) who acquires ownership or effective control of The Times or TCD (or, in the event that TCD is not yet separately incorporated, the Internet business unit of the Times, or any successor thereto) or ownership of a substantial portion of the business or assets of The Times or TCD (whether direct or indirect, by purchase, merger, consolidation or otherwise), by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as The Times would be required to perform it if no such acquisition had taken place. As used in this Agreement, "The Times" shall mean The Times as defined in the first sentence of this Agreement and any person (or group) who acquires ownership or effective control of The Times or ownership of a substantial portion of the business or assets of The Times or which otherwise becomes bound by all the terms and provisions of this Agreement, whether by the terms hereof, by operation of law or otherwise.
Company Successor. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as defined in the first sentence of this Agreement and any successor to all or substantially all its business or assets or which otherwise becomes bound by all the terms and provisions of this Agreement, whether by the terms hereof, by operation of law or otherwise.
