Entire Agreement; Amendment; Termination. This Agreement represents the entire agreement of the parties, and supersedes all prior agreements between the parties, with respect to the subject matter hereof. The provisions of the Plan are incorporated in this Agreement in their entirety. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall control. This Agreement may be amended at any time by written agreement of the parties hereto.
Entire Agreement; Amendment; Termination. (a) This Agreement, together with the Acquisition Agreement, sets forth the entire understanding of the parties, and supersedes all prior agreements and all other arrangements and communications, whether oral or written, with respect to the subject matter hereof.
(b) The Schedule of Stockholders may be amended in writing by the Company to reflect changes in the composition of the Stockholders and changes in their addresses or telecopy numbers that may occur from time to time as a result of Permitted Transfers or Transfers permitted under Article II hereof. Amendments to the Schedule of Stockholders reflecting Permitted Transfers or Transfers permitted under Article II hereof shall become effective when the amended Schedule of Stockholders, and a copy of the Agreement as executed by any new transferee in accordance with Section 4.14, are filed with the Company.
(c) Any other amendment to this Agreement shall be in writing and shall require the written consent of (a) the Company, (b) either the JWC Representative or the holders of a majority of Common Stock Equivalents at the time held by the JWC Holders, and, (c) if adverse to the interests of a particular Stockholder or Stockholder Group, that Stockholder or the holders of a majority of the Common Stock Equivalents at the time held by that Stockholder Group, as the case may be.
(d) Notwithstanding the foregoing provisions of this Section 4.2, this Agreement may be terminated at any time upon the written consent of (i) the Company and (ii) the holders of a majority of the Common Stock Equivalents at the time held by the Management Holders and the JWC Holders (or the JWC Representative), voting together as a single group.
Entire Agreement; Amendment; Termination. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The provisions of the Plan and the Rules are incorporated in this Agreement in their entirety. In the event of any conflict between the provisions of this Agreement and the Plan or the Rules, the provisions of the Plan or the Rules, as the case may be, shall control. The Agreement may be amended at any time by written agreement of the parties hereto; provided, however, that the Committee shall have the authority to amend this Agreement in any respect that it deems appropriate in its sole discretion.
Entire Agreement; Amendment; Termination. This Agreement sets forth and restates the entire understanding of the parties with respect to the Account, and replaces all previous agreements, understandings and communications, oral or written. It can only be amended by both parties in writing, except that, if you send us notice of an amendment, it will become effective thirty days later unless we object in writing within that time. We may terminate this Agreement at any time by written notice to you. You may terminate it on thirty days' written notice to us. Sections 6, 7, 8, 9, 10, 11, 15, 16, 18 and 19 shall survive the termination of this Agreement. Upon termination you will have no further obligations hereunder, provided that any liability under this Agreement of either party to the other shall survive and remain in full force and effect with respect to transactions that have been initiated, but not completed, and with respect to any other claim or matter of which either of the parties has given the other written notice prior to such termination, until such liability has been finally settled (except that you will be entitled to your fees, prorated to the date of termination). If liquidation of any part of the Account is necessary or desired by us, you will do so in an orderly manner and, after settlement of all amounts outstanding from the Account, you will transfer such liquidated assets and any other remaining Account Assets to us or in accordance with our instructions.
Entire Agreement; Amendment; Termination. This Agreement represents the entire agreement of the parties, and supersedes all prior agreements between the parties, with respect to the subject matter hereof.
Entire Agreement; Amendment; Termination a. This Letter Agreement, the Existing Employment Agreement (as specifically amended or superseded by this Letter Agreement), the Rollover Agreement and any exhibits, schedules or other attachments hereto and thereto and any documentation implementing any of the terms hereof and thereof constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, preliminary agreements, executed agreements and understandings.
b. This Letter Agreement may not be amended, modified, rescinded or waived except in writing executed by the parties hereto.
c. EGH Holdco and OpCo Holdco shall not amend or modify any terms set forth in the Merger Agreement, if such amendment or modification is (i) adverse to you and relates to the amount, form or timing of payment of the Merger Consideration or the treatment of the securities held by you in the Transaction or (ii) material and adverse to you and relates to the tax impact to you of the Transactions contemplated by the Merger Agreement.
d. This Letter Agreement shall automatically terminate, upon the effective termination of the Merger Agreement (without the Closing having occurred); provided, however, that in the event that you have voluntarily terminated your employment with EOC prior to the termination of the Merger Agreement, (i) the provisions of Section 1 shall continue to remain in full force in effect with respect to the terms that apply upon the Trigger Date occurring as a result of your termination of employment, (ii) the terms of Section 3 shall continue to apply, (iii) you will be entitled to payment of the Base Salary and the Guaranteed Bonus (each as defined in the Existing Employment Agreement) from the time of termination of the Merger Agreement until the completion of the Term (as defined in the Existing Employment Agreement) and (iv) the terms of Section 22 as it relates to any amount payable under the foregoing sections shall continue to apply.
e. Any termination of this Letter Agreement shall be subject to the survival and continuation provisions of Section 27.
Entire Agreement; Amendment; Termination. Except as provided in Section 1.6 with respect to the Plan, this Agreement represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior written or oral understandings and agreements. Subject to the provisions of the Plan, this Agreement may be amended or terminated at any time by written agreement of the parties to or as provided herein. Notwithstanding the previous sentence, the Administrator reserves the right to amend the terms of this Agreement as may be necessary or appropriate to avoid adverse tax consequences under Section 409A of the Code or to comply with any requirements under the Company’s “clawback” policy regarding incentive compensation, or such “clawback” requirements under the Sarbanes—Oxley Act of 2002 or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.
Entire Agreement; Amendment; Termination. This Agreement constitutes the entire agreement of the parties, merges all prior discussions among them respecting the subject matter of this Agreement and amends, restates and replaces in its entirety the Stockholders Agreement. Contran may update Appendix A at any time to reflect accurately the ownership of Voting Stock. This Agreement may be amended, modified or terminated only upon the affirmative vote of the holders of two thirds (2/3) of the Voting Stock outstanding at the time of such amendment, modification or termination.
Entire Agreement; Amendment; Termination. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter contained herein: This Agreement may be amended, modified or supplemented only by written agreement of Company and Executive expressly setting forth the amendment. This Agreement amends, restates, supersedes, and replaces in its entirety that certain Employment Agreement dated as of January 1, 2004 by and between Executive and Company. Executive and Company agree that, notwithstanding any other provision of the Agreement, the Agreement may be terminated and liquidated to the extent provided in Treasury Regulation Sections 1-409A-3(j)(4)(ix) (A) (relating to terminations in connection with certain corporate dissolutions), (B) (relating to terminations in connection with certain change of control events), and (C) (relating to general terminations) (any such termination and liquidation, a "Liquidation"). In the event of a Liquidation, provided all the elements of the relevant regulations are met, the value of any unpaid compensation and benefits under the Agreement (determined in good faith by agreement of Company and Executive) shall be paid within the time frame permitted under the regulations. Executive and Company acknowledge that Executive and Company intend that the compensation arrangements set forth in this Agreement either are not governed by or are in compliance with Section 409A of the Code; however, owing to the uncertain application of Code Section 409A, Executive and Company agree to cooperate with one another, to the extent reasonably requested by the other party, to restructure any compensation set forth in this Agreement in a manner, if possible and without any increase in cost to Company, such that no earlier and/or additional taxes to Executive or Company or will arise under Code Section 409A.
Entire Agreement; Amendment; Termination. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof and supersede all prior agreements and understandings among the parties relating to the subject matter hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Investors (or the Successor Holders) holding a majority of the shares of Common Stock issued upon conversion of the Notes.
