Continued Affiliation with Parent a Condition Precedent Sample Clauses

Continued Affiliation with Parent a Condition Precedent. The provisions of this Exhibit C shall not apply unless, at the time of the Change of Control, the Company is a Subsidiary of Parent or the Company has assigned this Agreement to Parent (or to another entity that at the time of the Change of Control is a Subsidiary of Parent) pursuant to Section 9. EXHIBIT D
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Continued Affiliation with Parent a Condition Precedent. The provisions of this Exhibit C shall not apply unless, at the time of the Change of Control, the Company is a Subsidiary of Parent or the Company has assigned this Agreement to Parent (or to another entity that at the time of the Change of Control is a Subsidiary of Parent) pursuant to Section 9. EXHIBIT D CANADIAN OBLIGATIONS AGREEMENT This Exhibit D of the employment agreement (the “Agreement”) dated March 10, 2017 between Xxxxxxx XxXxxxxx (“Executive”), Winners Merchants International L.P. (“Winners”) and The TJX Companies, Inc. constitutes part of the Agreement. Any initially capitalized term used in this Exhibit D and not defined herein shall have the same meaning as used in the Agreement. For the avoidance of doubt, the provisions of this Exhibit D are separate from and in addition to the provisions of Section 8 of the Agreement and shall not be construed as modifying such Section 8. Executive’s undertakings under Section 8 of the Agreement shall remain in full force and effect (except as otherwise provided in Section C.5.), including, without limitation, as to geographic scope and duration, without regard to this Exhibit D. In the event Executive’s employment with Winners is terminated for any reason while Executive is employed under the Agreement, (i) the provisions of Exhibit D shall control with respect to remedies available to the Winners within Canada; and (ii) the provisions of Section 8 of the Agreement (including, without limitation, those set forth in Section 8(d) of the Agreement) shall control with respect to remedies available to Parent and its Subsidiaries outside of Canada.

Related to Continued Affiliation with Parent a Condition Precedent

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below.

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent to the Effectiveness of this Agreement The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions to the Obligation of the Company to Consummate the Closing The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent:

  • Conditions Precedent to the Effectiveness of this Amendment This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent:

  • Representation and Warranty of Executive Executive represents and warrants to the Company that he is not now under any obligation, of a contractual nature or otherwise, to any person, partnership, company or corporation that is inconsistent or in conflict with this Agreement or which would prevent, limit or impair in any way the performance by him of his obligations hereunder.

  • Further Assurances and Post-Closing Conditions (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Conditions to All Credit Extensions after the Closing Date Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

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