Employment/Change of Control Agreements Sample Clauses

Employment/Change of Control Agreements. Effective as of the Closing Date, Buyer and Sellers shall take all actions necessary (including, without limitation, obtaining consents of the affected employees) to cause Buyer to be substituted for SUT (or, as applicable, an Affiliate) under the employment and change of control agreements set forth on Schedule 10.2.1(f), and Buyer shall assume and be liable for any and all liabilities under such agreements.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Employment/Change of Control Agreements. On or before the Effective Date, the employment agreement dated May 28, 2008, and the change of control agreement dated June 26, 2008, between Community Bank or Community Financial and Nxxxxx X. Xxxxxx, III, shall terminate and be void and without further effect. On or before the Effective Date, Mx. Xxxxxx shall enter into an agreement with CHC and City National in substantially the form of Exhibit C hereto. On or before the Effective Date, the change of control agreement dated June 27, 2008, between Community Financial and Lxxx Xxxxxxx shall terminate and be void and without further effect. On or before the Effective Date, Mx. Xxxxxxx shall enter into an agreement with CHC and City National in substantially the form of Exhibit C-2 hereto. CHC and City National may offer change of control agreements in substantially the form of Exhibit D to each employee who currently has a change of control agreement with Community Financial and Community Bank, except for Mx. Xxxxxx and Mx. Xxxxxxx. In the event such employee and CHC and City National do not agree to enter into the change of control agreement in substantially the form of Exhibit D, then CHC and City National shall honor any existing change of control agreement to the extent reasonably possible and permitted by law. Notwithstanding anything to the contrary in this Agreement or otherwise, in no event will such payments be made at a time or in excess of amounts permitted under § 409A and under § 280G of the Code without loss of a tax deduction to the payor or imposition of an excise tax on the payee. In addition, notwithstanding anything to the contrary in this Agreement or otherwise, the entry into employment or change of control agreements and the payments of funds in lieu thereof or pursuant thereto and the payment or agreement to pay any amount to any Community Financial or Community Bank employee or director or other person pursuant to any section of this Agreement or otherwise, are subject to any and all legal restrictions, including, but not limited to any applicable prohibition on payment of golden parachutes to employees of troubled financial institutions under 12 U.S.C. § 1828(k) and related regulations. In consideration of the foregoing, any employee of Community Financial or Community Bank who does not sign an employment or change of control agreement with CHC and City National and whose employment is terminated shall enter into a Termination and Release Agreement in the form of Exhibit E.
Sample 1Sample 2

Related to Employment/Change of Control Agreements

  • Change of Control Agreements Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

  • Change of Control Agreement Except as expressly amended herein, all of the terms and provisions of the Change of Control Agreement shall remain in full force and effect.

  • Change in Control Agreements Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C Agreement"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if the C-I-C Agreement does not apply (as, for example, if there is no Change in Control as described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement simply does not apply), then the provisions of this Agreement shall control and be unaffected by the C-I-C Agreement.

  • Change in Control Agreement An Agreement Regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee, if any.

  • Control Agreement A control agreement (the “Custodian Control Agreement”), duly executed and delivered by the Borrower, the Administrative Agent and State Street Bank and Trust Company.

  • Termination of Employment Agreements Any and all Employment Agreements entered into between the Company or any of its Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.

  • Assignment; Change of Control Except as provided in this Section 10.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. […***…].

  • Severance Agreements (a) In the event of the termination of employment of the Executive by Horizon for any reason whatsoever other than for Cause at any time from and after the date of this Agreement or in the event of termination of employment of the Executive by the Executive with Good Reason (as defined in Section 3 hereof) at any time within the twelve (12) month period after the occurrence of a Change of Control:

  • Severance Arrangements Grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person (other than payments or acceleration that have been disclosed to Acquirer and are set forth on Schedule 4.2(q) of the Company Disclosure Letter);

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.