Effective Date; Term; Effect on Other Agreements Sample Clauses

Effective Date; Term; Effect on Other Agreements. (a) Effective as of the “Offer Closing,” as such term is defined in the Agreement and Plan of Merger dated as of May 5, 2010, by and among the Company, HT Acquisition Corp., a Georgia corporation and a direct, wholly owned Subsidiary of the Company (“Merger Sub”), and HealthTronics, Inc., a Georgia corporation (“HealthTronics”), the Company agrees to employ Executive and Executive agrees to be employed by the Company on the terms and conditions set forth in this Agreement. The date on which the Offer Closing occurs shall be referred to herein as the “Effective Date.” If for any reason the Offer Closing does not occur, this Agreement shall be null and void and of no force and effect. (b) The term of Executive’s employment under this Agreement (the “Term of the Agreement”) shall be for the period commencing on the Effective Date and ending, subject to earlier termination as set forth in Section 5, on the third anniversary of the Effective Date. The Term of Agreement shall expire on the third anniversary of the Effective Date, provided, however, such expiration shall not automatically result in a termination of Executive’s employment with the Company. (c) As of the Effective Date, Executive’s Executive Employment Agreement with HealthTronics, dated as of November 30, 2009 (the “Existing Agreement”) shall be superseded in its entirety by this Agreement, and the Existing Agreement shall thereupon have no further force and effect. For the avoidance of doubt, Executive agrees that he shall not be entitled to any payments or benefits under the Existing Agreement on or following the Effective Date and specifically acknowledges that the terms of this Agreement do not constitute “Good Reason” for purposes of the Existing Agreement.
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Effective Date; Term; Effect on Other Agreements. (a) The employment term (the “Employment Term”) of Executive’s employment under this Agreement shall be for the period commencing on the Effective Date and ending on February 1, 2017. Thereafter, the Employment Term shall extend automatically for consecutive periods of one year unless either party provides notice of non-renewal not less than ninety (90) days prior to the end of the Employment Term as then in effect. For the avoidance of doubt, Executive shall not be entitled to payments pursuant to Section 9 of this Agreement for Good Reason (defined below) by reason of the Company giving notice not to renew the Agreement. (b) As of the Effective Date, the Existing Agreement shall be superseded in its entirety by this Agreement, and the Existing Agreement shall thereupon have no further force and effect, except as otherwise provided herein.
Sample 1
Effective Date; Term; Effect on Other Agreements. (a) Effective as of the consummation of the Merger (the “Effective Date”), the Company and BLS agree to employ Executive and Executive agrees to be employed by each of the Company and BLS on the terms and conditions set forth in this Agreement. If for any reason the Merger Agreement is terminated and the Merger is not consummated, this Agreement shall be null and void and of no force and effect. (b) The employment term (the “Employment Term”) of Executive’s employment under this Agreement shall be, in respect of the Company, for the period commencing on the Effective Date, and in respect of BLS, commencing on the date that the board of managers of BLS (the “BLS Board”) has determined that Executive has established his principal residence in Barbados and is legally entitled to be employed in Barbados pursuant to relevant Barbados law, and ending in respect of both the Company and BLS on February 1, 2014. Not later than 120 days prior to the expiration of the Employment Term, the parties to this Agreement shall either commence negotiations in good faith regarding the terms of a new employment agreement or new agreements to take effect at the expiration of the Employment Term, or, if any party does not intend to enter into a new agreement or agreements to be effective following the Employment Term, notify each other party of such intent. For the avoidance of doubt, Executive shall not be entitled to payments pursuant to Section 9 of this Agreement by reason of the Company and/or BLS electing to not enter into a new agreement or agreements with Executive following the Employment Term.
Sample 1

Related to Effective Date; Term; Effect on Other Agreements

  • Effect on Other Agreements The provisions of this Agreement shall supersede the terms of any plan, policy, agreement, award or other arrangement of the Employer (whether entered into before or after the Effective Date) to the extent application of the terms of this Agreement is more favorable to the Executive.

  • Effect on Other Plans and Agreements An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 8 hereof, and except that the Executive shall have no rights to any severance benefits under any Company severance pay plan, offer letter or otherwise. In the event that the Executive is party to an agreement with the Company providing for payments or benefits under such plan or agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. Further, Section 5 and Section 6 of this Agreement are mutually exclusive and in no event shall the Executive be entitled to payments or benefits pursuant to both Section 5 and Section 6 of this Agreement.

  • Effect on Agreement Except as specifically required to implement the purposes of this Addendum, or to the extent inconsistent with a material term of this Addendum, all other terms of the Agreement shall remain in full force and effect.

  • Effect on Prior Agreements Except for amendments to this Agreement, this Agreement contains the entire understanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding between the Company or any affiliate of the Company and Executive.

  • Effect on Other Plans An election by the Executive to resign after a Change in Control under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 5 hereof, and except that the Executive shall have no rights to any severance benefits under any severance pay plan.

  • Continuing Effect; No Other Amendments Except as expressly amended or waived hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. The amendments and waivers contained herein shall not constitute an amendment or waiver of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except as expressly set forth herein.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that, other than for purposes of Article XI, any provision of the other Loan Documents which imposes additional burdens on any Borrower or its Subsidiaries or further restricts the rights of such Borrower or its Subsidiaries or gives the Administrative Agent or any Lender additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. (b) Each Borrower expressly acknowledges and agrees that each covenant contained in Article VIII, IX, or X hereof shall be given independent effect. Accordingly, no Borrower shall engage in any transaction or other act otherwise permitted under any covenant contained in Article VIII, IX, or X if, before or after giving effect to such transaction or act, such Borrower shall or would be in breach of any other covenant contained in Article VIII, IX, or X.

  • Reference to and Effect on the Transaction Documents (a) Upon the effectiveness of this Amendment, (i) each reference in the Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Credit Agreement as amended or otherwise modified hereby, and (ii) each reference to the Credit Agreement in any other Transaction Document or any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to the Credit Agreement as amended or otherwise modified hereby. (b) Except as specifically amended, terminated or otherwise modified above, the terms and conditions of the Credit Agreement, of all other Transaction Documents and any other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, any Managing Agent or any Lender under the Credit Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, in each case except as specifically set forth herein.

  • Reference to and Effect on Loan Documents On and after the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference in the other Loan Documents to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document within the definition thereof in the Credit Agreement.

  • COMPLETE AGREEMENT AND WAIVER OF BARGAINING Section 1. This Agreement shall represent the complete Agreement between the Union and Employer. Section 2. The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited opportunity to make requests and proposals with respect to any subject matter not removed by law from the area of collective bargaining, and that the complete understandings and Agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement. Therefore, the Employer and the Union, for the life of this Agreement, each voluntarily and unqualifiedly waives the right and each agrees that the other shall not be obligated to bargain collectively with respect to any subject or matter referred to or covered in this Agreement or with respect to any subject or matter not specifically referred to or covered in this Agreement, even though such subject or matter may not have been within the knowledge or contemplation of either or both of the parties at the time that they negotiated or signed this Agreement, unless they mutually agree to do so.

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