Melrose and Rembrandt Sample Clauses

Melrose and Rembrandt have agreed that subject to (i) the Tender Offer not having expired or been terminated without Melrose and/or the Bidder having accepted for payment validly tendered and not properly withdrawn Company Shares representing at least a majority stake in Elster and (ii) each relevant member of Elster Group agreeing, if required, to a shortening of any applicable notice period, Rembrandt shall procure that — as far as legally permissible and in compliance with their fiduciary duties, in particular their duties of care and loyalty under Section 93 Stock Corporation Act, and in particular unless mis-timed (zur Unzeit) — each of Xxxx Xxxxxxx, Xxxxxx Hilverkus and Xxxxx Xxxxxx resigns as a member of the Administrative Board and as a director of any other member of the Elster Group with effect from the date on which Melrose delivers to the individual written evidence reasonably acceptable to the individual that Melrose and/or the Bidder has deposited with the tender agent the aggregate consideration due and payable to holders of Company Shares that Melrose and/or the Bidder has accepted for payment during the initial offering period of the Tender Offer or, if not practicable, on the first trading day of the Federal Republic of Germany immediately following such date.
Sample 1
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Related to Melrose and Rembrandt

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  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

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