Common use of Successor to the Company Clause in Contracts

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle Executive to terminate Executive's employment for Good Reason. (b) This Agreement shall inure to the benefit of and be enforceable by Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts are still payable to him or her hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee, or other designee, or if there be no such designee, to Executive's estate. The services to be provided by Executive to the Company under this Agreement are personal and are not delegable or assignable.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, Company by written agreement in form and substance reasonably satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive's ’s employment for Good Reason. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive's ’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him or her hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's ’s devisee, legatee, or other designeedesignee or, or if there be no such devisee, legatee or other designee, to executor or administrator of the Executive's ’s estate. The services to be provided by Executive to the Company under this Agreement are personal and are not delegable or assignable.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory Company to Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Any failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle Executive to terminate Executive's employment for Good Reason. (b) This Agreement shall inure to the benefit of and be enforceable by Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts are still payable to him or her hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee, or other designee, or if there be no such designee, to Executive's estate. The services to be provided by Executive to the Company under this Agreement are personal and are not delegable or assignable.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to of all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate Executive's the Executives employment for Good Reason. As used in this Agreement, Company shall mean the Company as hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) This Agreement shall inure to the benefit of and be enforceable by Executive's the Executives personal and legal representatives, executors, administrators, successors, heirs, distributeesdistributes, devisees and legatees. If the Executive should die while any amounts are still payable to him or her hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's the Executives devisee, legatee, or other designeedesignee or, or if there be no such designee, to Executive's the Executives estate. The services to be provided by Executive to the Company under this Agreement are personal and are not delegable or assignable.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory Company to Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Any failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle Executive to terminate Executive's ’s employment for Good Reason. (b) This Agreement shall inure to the benefit of and be enforceable by Executive's ’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts are still payable to him or her hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's ’s devisee, legatee, or other designee, or if there be no such designee, to Executive's ’s estate. The services to be provided by Executive to the Company under this Agreement are personal and are not delegable or assignable.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory Company to Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Any failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle Executive to terminate Executive's ’s employment for Good Reason. (b) This Agreement shall inure to the benefit of and be enforceable by Executive's ’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts are still payable to him or her hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's ’s devisee, legatee, or other designee, or if there be no such designee, to Executive's ’s estate. The services to be provided by Executive to the Company under this Agreement are personal and are not delegable or assignable.

Successor to the Company. (a) The This Agreement is binding on the Company's and the Employer's successors and assigns. Without limiting the foregoing, as a condition to the Company's voluntary agreement or consent to a Change of Control, the Company will shall use its best efforts to attempt to require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets Company in such Change of the Company, by agreement in form and substance reasonably satisfactory to Executive, expressly, absolutely and unconditionally Control to assume and agree to perform this Agreement in all of the same manner obligations of the Employer and to the same extent that the Company would be required to perform it if no such succession or assignment had taken placeunder this Agreement. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment Change of Control shall be deemed to be a material breach of this Agreement and shall entitle Executive to terminate Executive's employment for Good ReasonMaterial Employment Change. (b) This Agreement shall inure to the benefit of and be enforceable by Executivethe Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive the Employee should die while any amounts are still payable to him or him/her hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executivethe Employee's personal representative, devisee, legatee, or other designeedesignee or, or if there be no such designee, to Executivethe Employee's estate. The services to be provided by Executive to the Company under this Agreement are personal and are not delegable or assignable.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to with the Key Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it this Agreement if no such succession or assignment had taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Key Executive to terminate the Key Executive's employment for Good ReasonReason irrespective of whether or not a Change in Control has occurred. As used in this Agreement, "Company" include any successor or assign to its business and/or assets as described above. (b) This Agreement shall inure to If the benefit of and be enforceable by Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Key Executive should die while any amounts are still payable to him or her hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Key Executive's devisee, legatee, legatee or other designeedesignee or, or if there be no such designee, to the Key Executive's estate. The services to be provided by Executive This Agreement shall, therefore, inure to the Company under this Agreement are benefit of and be enforceable by the Key Executive's personal and are not delegable or assignablelegal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to ExecutiveCompany (“Successor or Assign”), expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Any failure As used in this Agreement (except for purposes of defining “Change in Control” in Section 2), “Company” shall mean the Company to obtain such agreement prior as hereinbefore defined and any Successor or Assign to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle Executive to terminate Executive's employment for Good ReasonCompany. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive's ’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him or her hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's ’s devisee, legatee, or other designeethe designee or, or if there be no such designee, to the Executive's ’s estate. The services to be provided by Executive to the Company under this Agreement are personal and are not delegable or assignable.