Execution of Certain Agreements. In connection with the consummation of the transactions contemplated by the Merger Agreement (including the Merger), Parent shall, and shall cause its subsidiaries that are party to the Transaction Agreements to, execute and deliver to the Shareholder each Transaction Agreement.
Execution of Certain Agreements. In connection with the consummation of the transactions contemplated by the Merger Agreement (including the Merger), the Shareholder shall execute and deliver to Parent and its subsidiaries that are party thereto (and Parent shall, and shall cause its subsidiaries that are party thereto to, execute and deliver to you) each of the following agreements:
(a) an Executive Employment Agreement substantially in the form attached hereto as Exhibit 1 and a Physician Employment Agreement substantially in the form attached hereto as Exhibit 2;
(b) a Management Stock Contribution and Unit Subscription Agreement (the “Management Subscription Agreement”), substantially in the form attached hereto as Exhibit 3;
(c) a Securityholders Agreement substantially in the form attached hereto as Exhibit 4; and
(d) an Amended and Restated Limited Liability Company Agreement of Parent containing terms consistent with the provisions of the term sheet attached hereto as Exhibit 5 and such other provisions as are reasonable and customary in a limited liability company agreement of such nature. In addition, the Shareholder acknowledges and agrees that he will execute and deliver a management unit subscription agreement substantially in the form attached hereto as Exhibit 6 (the “Incentive Unit Subscription Agreement” and, together with the agreements described in (a) through (d) above, the “Transaction Agreements”) in connection with his purchase of units of limited liability company interest in Parent under the Incentive Plan (as defined in Section 5.2 below).
Execution of Certain Agreements. Sylvan shall have executed and delivered to AEI lease assignments, in form and substance reasonably acceptable to Buyer, reassigning all of Sellers' right title and interest in the leases relating to (i) Xxxxx 000, 000 Xxxx Xxxxxx, San Francisco, CA, (ii) 6/th/ floor, 000 Xxxxxxx Xxxxxx, Xxxxxx, XX and (iii) 0000 Xxxxxx Xxxxx Road, La Jolla, CA, which were assigned to Sylvan, free and clear of all Encumbrances and such assignments shall be in full force and effect. If the consent to such assignments shall not be obtained, Sellers shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the leases, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other parties thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangements cannot be made, Buyer shall have no obligation with respect to any such lease. Aspect Foundation and Aspect Language Schools, Ltd. (Switzerland) shall have renewed and extended through December 31, 2000, the International Promotional Agreement previously in effect that expired in December 1998.
Execution of Certain Agreements. 34 ARTICLE 9 - CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE.................34 9.1 Conditions to Obligations of Each Party..............................34 9.2 Conditions to Obligations of Healtheon/WebMD and Merger Corp.........35 9.3 Conditions to Obligations of Envoy, Quintiles and QFinance...........36 ARTICLE 10 - TERMINATION......................................................37
Execution of Certain Agreements. On or prior to the Effective Time, Envoy and Quintiles shall enter into a Tax Sharing Agreement substantially in the form attached hereto as Exhibit 8.17(a). Each of Quintiles, Envoy and Healtheon/WebMD shall execute and deliver the Data Rights Agreement, substantially in the form attached hereto as Exhibit 8.17(b) (the "Data Rights Agreement"). Each of Quintiles and Healtheon/WebMD shall execute and deliver the Internet Product Development and Marketing Agreement, substantially in the form attached hereto as Exhibit 8.17(c) (the "Internet Product Development and Marketing Agreement"). Quintiles shall execute and deliver the Quintiles Warrant, substantially in the form attached hereto as Exhibit 8.17(d) (the "Quintiles Warrant").
Execution of Certain Agreements. JQH Inc., the Stockholders and JQHA, as applicable, shall enter into, and shall cause their respective Affiliates (as applicable) to enter into, each of the following agreements, and each such agreement shall be in full force and effect:
(i) the Tax Indemnity Agreement, in the form attached hereto as Exhibit 2.1(k)(i);
(ii) the Sponsor Right of First Refusal, in the form attached hereto as Exhibit 2.1(k)(ii);
(iii) the JQH Right of First Refusal, in the form attached hereto as Exhibit 2.1(k)(iii);
(iv) the Non-Solicitation Agreement, in the form attached hereto as Exhibit 2.1(k)(iv);
(v) the Corporate Overhead Agreement, in the form attached hereto as Exhibit 2.1(k)(v); and
(vi) the Development Restriction Agreement, in the form attached hereto as Exhibit 2.1(k)(vi).
Execution of Certain Agreements. The Parties agree to enter into the following agreements in due course promptly following the date of this Agreement: (i) (A) the Chinese Target Company Joint Venture Contract; and (B) the Local China Transfer Agreement; and (ii) the escrow agreement(s) referred to in Section 2.03(c).
Execution of Certain Agreements. 33 10.13 Acceptance of Employment Offers.........................................................................34 10.14
Execution of Certain Agreements. The following agreements, in form mutually agreeable to BPI and NBP, shall have been executed and shall be valid and binding obligations of all parties to such agreements: (i) the non-competition and non-solicitation agreements that each of Lodgepole, Thomas J. Edelman, Robert J. Clark, Michael R. Henderson and Pierce X. Xxxxxx, Xx. xxll xxxxx xxxx xxxh XXX, XXXX xxx xxxxxx; and (xx) xxx xxxxxxxxx xgreements that each of the Terminated Employees will enter into with BPE.
Execution of Certain Agreements. On or prior to the Closing Date, the Company shall provide to Parent executed copies of written agreements that (a) expressly supersede or (b) terminate without further obligation on the part of the Company, the Company’s Subsidiaries, Parent or Parent’s affiliates, the contracts, agreements, commitments or undertakings listed (or required to be listed) in Section 3.18(c) of the Company Disclosure Schedule, in form and substance reasonably satisfactory to Parent. In addition, on or prior to the Closing Date, the Company shall use its commercially reasonable efforts to provide to Parent executed copies of the agreements listed in Section 5.14 of the Company Disclosure Schedule.
