STAY SELL AGREEMENT Sample Clauses

STAY SELL AGREEMENT. (a) Each Buyer hereby indemnifies Parent and its Affiliates, and agrees to hold Parent and its Affiliates harmless from and against, liability for any amounts paid by Parent and/or its Affiliates for "Severance Pay," in accordance with such party's obligations under the Stay Sell Agreement, but only with respect to any employee of the Sellers of their Affiliates (each an "EMPLOYEE") who is (i) identified in a separate letter dated as of the date hereof delivered by the Parent and countersigned by Buyers (the "SEVERANCE SIDE LETTER") and (ii) employed by such Buyer or any of its Affiliates in any capacity at any time during the period commencing on the 30th day after the relevant Closing Date and ending on the 180th day after such Closing Date (a "RETAINED EMPLOYEE"), except that the liability of the Buyers shall not extend to any Retained Employee who (after having been hired by the relevant Buyer) shall voluntarily resign within one year from the relevant Closing Date. The liability of the Buyers under the foregoing sentence with respect to each Employee as to whom such Severance Pay is paid shall be limited to the amount set forth the Severance Side Letter delivered by Parent to the Buyers. On or prior to the 30th day after such Closing Date, the relevant Buyers shall provide the relevant Sellers with a written list of those Employees covered by the Stay Sell Agreement whom the relevant Buyers do not intend to treat as a Retained Employee.
Sample 1
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STAY SELL AGREEMENT. (a) Notwithstanding any termination of an Employee pursuant to Section 9.01, Buyer shall assume, ---- and shall hold the Sellers and their Affiliates harmless from, all liability for "Severance Pay", within the meaning of the Stay Sell Agreements or any other severance plan or policy of any Company, with respect to any Employee who is employed by Buyer or its Affiliates in any capacity at any time during the period commencing on the 30th day after the Closing Date and ending on the second anniversary of the Closing Date (a "RETAINED EMPLOYEE"). On or prior to the 30th day after the Closing Date, Buyer shall provide Parent with a written list of those Employees covered by the Stay Sell Agreements who Buyer does not intend to treat as a Retained Employee.
Sample 1

Related to STAY SELL AGREEMENT

  • Full Agreement This Agreement and the other Loan Documents contain the full agreement of the parties and supersede all negotiations and agreements prior to the date hereof.

  • Standstill Agreement In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to the Arrangement Agreement.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Closing Agreements On the Closing Date, the following activities shall occur, the following agreements shall be executed and delivered, and the respective parties thereto shall have performed all acts that are required by the terms of such activities and agreements to have been performed simultaneously with the execution and delivery thereof as of the Closing Date:

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