Employment Amendments. This Agreement may not be amended or modified in any manner, except by an instrument in writing signed by duly authorized members of the Board.
Employment Amendments. CFSB shall cause CFSB Bank, within 30 days after the date of this Plan of Merger, to obtain amendments (in the form previously agreed to by Old Kent and CFSB) to two existing employment agreements with its senior officers, as specified by Old Kent, providing for, among other things, mutually agreeable no-compete and non-solicitation covenants from those two employees, which shall only become effective upon consummation of the Merger at the Effective Time (the "EMPLOYMENT AMEND- MENTS").
Employment Amendments. CFSB Bank shall have obtained and deliv- ered to Old Kent copies of the executed Employment Amendments.
Employment Amendments. 46 5.17 TERMINATION OF PROFIT SHARING AND 401(K) PLAN . . . . . . . . 46 5.18
Employment Amendments. Pinnacle shall cause the Pinnacle Banks, prior to execution of this Plan of Merger, to obtain executed amendments (in the form previously agreed to by Old Kent and Pinnacle) to the three existing employment agreements with Pinnacle's senior officers providing for, among other things, mutually agreeable no-compete and non-solicitation covenants from those employees, which shall only become effective upon consummation of the Merger at the Effective Time (the "EMPLOYMENT AMENDMENTS").
Employment Amendments. 13.1 The parties each agree that the Sale Agreement shall be amended as follows:
13.1.1 clause 16.1 of the Sale Agreement shall be deleted and replaced with the following:
(a) With effect from Relevant Transfer Date, the Transfer Employees will cease to be employed by the Transfer Employee Transferors and will transfer to/commence employment with (as appropriate) the Transfer Employee Transferees";
13.1.2 clause 16.2 of the Sale Agreement shall be amended by deleting the words: "If, following Completion, any person not designated as a Transfer Employee" and replacing them with the words: "If, following the Relevant Transfer Date, any employee of a Transfer Employee Transferor not designated a Transfer Employee";
13.1.3 clause 16.3 of the Sale Agreement shall be amended by deleting the word "Completion" and replacing it with "Relevant Transfer Date";
13.1.4 a new clause 16.5 shall be added as follows: "The Vendor agrees on or before Completion to transfer the Excluded Employees out of the relevant SF Group Company (in accordance with Schedule 17 Part D of this Agreement) and further the Vendor shall indemnify the Purchaser for itself and on behalf of each of its Affiliates from and against all costs, claims, liabilities and reasonable expenses incurred by any of them arising out of any claim by any of the Excluded Employees that their employment, any liability associated with the termination of their employment, or any liability for failure to consult has transferred to the Purchaser or any of its Affiliates.";
13.1.5 a new Clause 16.6 shall be added as follows: "Prior to Completion, the Vendor shall terminate the employment of the Czech Employees listed in the Schedule 17 Part E of this Agreement and the Purchaser shall indemnify the Vendor for such costs associated with the termination of their employment as are reasonably incurred in carrying out such termination (including all contractual payments and any statutory redundancy payment to which the Czech Employees are entitled on such termination) net, in each case, of any Tax savings or benefits to which the Vendor may be or become entitled as a result of such costs having been or being incurred.";
13.1.6 a new clause 16.7 shall be added as follows: "For the purposes of this clause 16, the "RELEVANT TRANSFER DATE" shall be the transfer date identified in Schedule 17 Part B of this Agreement and "EXCLUDED EMPLOYEES" shall be those employees listed in Schedule 17 Part D of this Agreement.";
13.1.7 Part B o...
Employment Amendments. 51 5.17 TERMINATION OF THRIFT PLAN..........................................................51 5.18
Employment Amendments. Merchants shall use its best efforts to cause Merchants Bank, prior to execution of this Plan of Merger, to obtain executed implementation agreements (in the form previously agreed to by Old Kent and Merchants) to the existing employment agreement and change of control agreements providing for, among other things, mutually agreeable interpretations of such agreements, procedures for implementing such agreements, and a provision for a general release, which shall only become effective upon consummation of the Merger at the Effective Time (the "EMPLOYMENT AMENDMENTS").
Employment Amendments
