Employment Agreements Recitals Sample Clauses

Employment Agreements Recitals. Fee Section 9.05(a) Indemnified Officers and Directors Section 7.06(a) IRS Section 4.13(a) Leases Section 4.07(b) Material Contracts Section 4.09(a) Merger Recitals Merger Consideration Section 3.03(a) Merger Sub Preamble NYSE Section 5.03(c) Ohio Law Recitals Parent Preamble Parent Subsidiary Section 5.01 Paying Agent Section 3.04(a) Plans Section 4.13(a) Preferred Shares Section 3.03(a) Proxy Statement Section 7.02(a) Quest Agreement Section 4.20 Requisite Shareholder Approval Section 4.03(a) Restrictive Agreement Section 4.09(e) SEC Reports Section 4.05(a) Securities Act Section 4.05(a) Shares Section 3.03(a) Surviving Corporation Section 2.01 Unaudited Financial Statements Section 4.05(b) Voting Agreement Recitals
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Employment Agreements Recitals. Escrow Account Section 6.1
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Employment Agreements Recitals. Balance Sheet 3.7 End Date 9.9 Balance Sheet Date 3.7 Enforceability Exceptions 3.3(a) Bank Merger 1.8 Environmental Law 9.9 Bank Merger Certificates 1.8 ERISA 3.11(a) Business Day 9.9 ERISA Affiliate 9.9 Cancelled Shares 2.1(c) Exchange and Paying Agent 2.3 Cash Consideration 2.1(b) Exchange and Paying Agent Agreement 2.3 Certificate of Merger 1.2 Exchange and Payment Fund 2.3 Certificates 2.4(a) Exchange Ratio 2.1(b) Claim 6.7(a) FDIC 3.1(a) Closing 1.3 Federal Reserve 3.4 Closing Date 1.3 First Merger Recitals Code 9.9 Form S-4 6.3(c) Company Preamble GAAP 3.6(a) Company Acquisition Agreement 6.9(a) Governmental Entity 3.4 Company Adverse Recommendation Change 6.9(b) HIPAA 3.11(c) Company Bank Subsidiary 1.8 Holders 2.4(a) Company Benefit Plans 3.11(a) Intellectual Property 9.9 Company Board Recommendation 6.3(a) IRS 3.10(k) Company Bylaws 3.1(a) Joint Proxy Statement 6.3(c) Company Charter 3.1(a) Key Employees Recitals Company Common Stock 2.1(b) Knowledge 9.9 Company Designees 1.5(b) Law 9.9 Company Financial Statements 3.6(a) Laws 9.9 Company Indemnified Party 6.7(a) Leased Premises 3.20(b) Company Intellectual Property 3.21(a) Letter of Transmittal 2.4(a) Company Policies 3.19 Liability 9.9 Company Regulatory Agreement 3.15 Lien 3.1(b) Company SEC Documents 3.5(b) Loan Documentation 9.9 Company Stock Plan 9.9 Loan Sale Agreement 3.22(g) Company Stockholders Meeting 6.3(a) Loan Tape 3.22(b) Company Subsidiaries 3.1(b) Loans 3.22(a) Company Subsidiary 3.1(b) Material Adverse Effect 9.9 Confidentiality Agreement 9.9 Material Contract 3.14(a) Continuation Period 6.5(a) Materially Burdensome Regulatory Condition 6.1(a) Controlled Group Liability 9.9 Maximum Amount 6.7(c) Corporate Entity 9.9 Merger Consideration 2.1(b) Covered Employees 6.5(a) Merger Sub Preamble CRA 3.13(c) Section Section Section Mergers Recitals Qualified Plans 3.11(f) MGCL 1.1 Real Property Leases 3.20(a) Multiemployer Plan 3.11(h) Regulatory Agencies 3.5(a) Multiple Employer Plan 3.11(h) Regulatory Approvals 6.1(a) NASDAQ 3.4 Reports 3.5(a) Notice Period 6.9(g) Representative 6.9(a) Obligor 3.22(a) Required Regulatory Approval 9.9 Option Consideration 2.5(a) Requisite Stockholder Approval 3.3(a) Owned Real Property 3.20(a) Xxxxxxxx-Xxxxx Act 3.6(d) Parent Preamble SDAT 1.2 Parent Bank 1.8 SEC Article III Preamble Parent Benefit Plan 9.9 Second Effective Time 1.2 Parent Board 1.5(b) Second Merger Recitals Parent Board Recommendation 6.3(b) Securities Act 3.2 Parent Capitalization Dat...
Sample 1
Employment Agreements Recitals. Equity Commitment Letter 5.6
Sample 1
Employment Agreements Recitals. Energetics Section 1.1 Energetics Equity Interests Section 3.2 15 Environmental Laws Section 1.1 Environmental Permits Section 1.1 Equity Commitment Letter Section 4.4(a) Equity Financing Section 4.4(a) Equity Investors Section 4.4(a) ERISA Section 1.1 ERISA Affiliate Section 1.1 Escrow Agent Section 1.1 Escrow Agreement Section 2.5(b)(ii) Escrow Release Date Section 1.1 Estimated Closing Cash Amounts Section 2.6(a) Estimated Closing Indebtedness Section 2.6(a) Estimated Closing Unpaid Company Transaction Expenses Section 2.6(a) Estimated Closing Working Capital Amount Section 2.6(a) Estimated Working Capital Amount Section 1.1, Schedule 3(1) Estimated Working Capital Excess Schedule 3(1)(a) Estimated Working Capital Underage Schedule 3(1)(b) Export Control Authorization Section 1.1
Sample 1
Employment Agreements Recitals. Escrow Account Section ‎‎1.7(g)(i) Escrow Agent Section ‎‎1.7(g)(i) Escrow Agreement Section ‎‎1.7(g)(i) Exchange Agent Section ‎‎1.7(b) Exchange Agent Agreement Section ‎‎1.7(b) Exchange Fund Section ‎‎1.7(b) Expiration Date Section ‎‎1.7(g)(ii) Final Allocation Schedule ‎Section 1.5(a) Financing Section ‎‎4.18(a) Form S-4 Section 4.9(a) Indemnifying Parties Section ‎7.2 Indemnitee Section ‎7.2 Insurance Policies Section ‎‎2.18 Initial Allocation Schedule ‎Section 1.5(a) Joint Proxy and Consent Solicitation Statement/Prospectus Section 4.9(a) Leased Real Property Section ‎‎2.20 Letter of Transmittal Section ‎‎1.7(c) Liability Claim Section 7.3(a) Lock-Up Agreement Recitals Lock-Up Securities Section ‎4.16 Material Customers Section ‎‎2.23(a) Material Suppliers Section ‎‎2.23(b) Maximum Premium Section ‎‎4.7(c) Merger Sub One Preamble Merger Sub Two Preamble Merger Subs Preamble Mergers Recitals Motor Preamble Motor Balance Sheet Date Section ‎‎3.9 Motor Board Recitals Motor Cancelled Shares Section ‎‎1.5(b)(ii) Motor Common Stock Recitals Motor Disclosure Schedule ‎ARTICLE 3
Sample 1

Related to Employment Agreements Recitals

  • Employment Agreements Each of the persons listed on Schedule 9.12 shall have been afforded the opportunity to enter into an employment agreement substantially in the form of Annex VIII hereto.

  • Amendment to Employment Agreement 2 of the Employment Agreement is amended and restated in its entirety to read as follows:

  • Amendments to Employment Agreement Effective as of the date hereof, the Employment Agreement shall be amended as provided in this Section 1.

  • 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.

  • Employment and Consulting Agreements Xxxxxxx X. Xxxx and Xxxx X. Xxxxxx shall have executed and delivered employment agreements with BRI, and Xxxxxx Xxxx shall have executed and delivered a Consulting Agreement with BRI.

  • No Employment Agreement Nothing in this agreement shall give the Executive any rights to (or impose any obligations for) continued employment by the Company or any Affiliate or subsidiary thereof or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Executive.

  • Consulting Agreement Effective upon Executive’s termination of employment for any reason other than Executive’s termination by the Company for Cause, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “Consulting Period”). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service (the “Consulting Services”) per year, as required by the Company. Prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services.

  • No Construction as Employment Agreement Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries.

  • Non-Competition Agreements Except as described in the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, directors or executive officers of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his, her or its ability to be and act in the capacity of shareholder, executive officer or director of the Company, as applicable.

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

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