Common use of Successors; Binding Agreement, Assignment Clause in Contracts

Successors; Binding Agreement, Assignment. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree in writing 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 had taken place. The Executive must be given the same position with the same authority, powers and responsibilities with respect to the subsidiary or subdivision which operates the business of the Company as it exists on the date of such business combination. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Company in the same amount and on the same terms to which the Employee would be entitled hereunder if the Company terminated the Employee’s employment without Cause pursuant to a Change of Control, except that all options will be immediately vested. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, ” the Company” shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. The Company may not assign this Agreement, (i) except in connection with, and to the acquiror of, all or substantially all of the business or assets of the Company, and then only if such acquiror expressly assumes and agrees in writing to perform this Agreement as provided in this paragraph, and (ii) except in connection with the Company becoming a wholly-owned subsidiary in which event the Company may assign this Agreement and all of the Company’s rights and obligations hereunder its parent company. The Executive may not assign his rights or delegate his duties or obligations under this Agreement.

Successors; Binding Agreement, Assignment. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree in writing 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 had taken place. The Executive , provided that the Employee must be given the same position as the Chief Technology Officer ("CTO") of such successor with the same authority, powers and responsibilities set forth in Section 1 hereof with respect to the subsidiary or subdivision which operates the business of the Company as it exists on the date of such business combination. Upon the date on which the Company becomes a wholly-owned subsidiary of Holdings, the Company shall be required to assign all of its rights and obligations hereunder to Holdings and Holdings shall expressly 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, provided that the Employee must be given the position as Chief Technology Officer of Holdings with the same authority, powers and responsibilities set forth in Section 1 hereof. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession or event shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Company in the same amount and on the same terms to which the Employee would be entitled hereunder if the Company terminated the Employee’s 's employment without Cause pursuant to a Change of ControlCause, except that all options will be immediately vested. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, ” the Company” shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. The Company may not assign this Agreement, (i) except in connection with, and to the acquiror of, all or substantially all of the business or assets of the Company, and then only if such acquiror expressly assumes and agrees in writing to perform this Agreement as provided in this paragraph, and (ii) except in connection with the Company becoming a wholly-owned subsidiary in which event the Company may assign this Agreement and all of the Company’s rights and obligations hereunder its parent company. The Executive may not assign his rights or delegate his duties or obligations under this Agreement.

Successors; Binding Agreement, Assignment. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree in writing 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 had taken place. The Executive , provided that the Employee must be given the same position as the Senior Vice President-Corporate Finance ("SVP-CF") with the same authority, powers and responsibilities set forth in Section 1 hereof with respect to the subsidiary or subdivision which operates the business of the Company as it exists on the date of such business combination. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Company in the same amount and on the same terms to which the Employee would be entitled hereunder if the Company terminated the Employee’s 's employment without Cause pursuant to a Change of ControlCause, except that all options will be immediately vested. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, ” the "Company” " shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. The Company may not assign this Agreement, (i) except in connection with, and to the acquiror of, all or substantially all of the business or assets of the Company, and then only if provided such acquiror expressly assumes and agrees in writing to perform this Agreement as provided in this paragraphSection, and (ii) except in connection with the Company becoming a wholly-owned subsidiary of Holdings, in which event the Company may assign this Agreement and all of the Company’s 's rights and obligations hereunder its parent companyto Holdings. The Executive Employee may not assign his rights or delegate his duties or obligations under this Agreement.

Successors; Binding Agreement, Assignment. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree in writing 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 had taken place. The Executive , provided that the Employee must be given the same position as the Chief Executive Officer ("CEO") with the same authority, powers and responsibilities set forth in Section 1 hereof with respect to the subsidiary or subdivision which operates the business of the Company as it exists on the date of such business combination. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Company in the same amount and on the same terms to which the Employee would be entitled hereunder if the Company terminated the Employee’s 's employment without Cause pursuant to a Change of ControlCause, except that all options will be immediately vested. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, ” the "Company” " shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. The Company may not assign this Agreement, (i) except in connection with, and to the acquiror of, all or substantially all of the business or assets of the Company, and then only if provided such acquiror expressly assumes and agrees in writing to perform this Agreement as provided in this paragraphSection, and (ii) except in connection with the Company becoming a wholly-owned subsidiary of Holdings, in which event the Company may assign this Agreement and all of the Company’s 's rights and obligations hereunder its parent companyto Holdings. The Executive Employee may not assign his rights or delegate his duties or obligations under this Agreement.

Successors; Binding Agreement, Assignment. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree in writing 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 had taken place. The Executive , provided that the Employee must be given the same position as the Chief Financial Officer ("CFO") with the same authority, powers and responsibilities set forth in Section 1 hereof with respect to the subsidiary or subdivision which operates the business of the Company as it exists on the date of such business combination. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Company in the same amount and on the same terms to which the Employee would be entitled hereunder if the Company terminated the Employee’s 's employment without Cause pursuant to a Change of ControlCause, except that all options will be immediately vested. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, ” the "Company” " shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. The Company may not assign this Agreement, (i) except in connection with, and to the acquiror of, all or substantially all of the business or assets of the Company, and then only if provided such acquiror expressly assumes and agrees in writing to perform this Agreement as provided in this paragraphSection, and (ii) except in connection with the Company becoming a wholly-owned subsidiary of Holdings, in which event the Company may assign this Agreement and all of the Company’s 's rights and obligations hereunder its parent companyto Holdings. The Executive Employee may not assign his rights or delegate his duties or obligations under this Agreement.

Successors; Binding Agreement, Assignment. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree in writing 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 had taken place. The Executive must , provided that the Employee need only be given the same position a senior executive officer with the same authority, powers and responsibilities set forth in Section 1 hereof with respect to the subsidiary or subdivision which operates the business of the Company as it exists on the date of such business combination. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Company in the same amount and on the same terms to which the Employee would be entitled hereunder if the Company terminated the Employee’s 's employment without Cause pursuant to a Change of ControlCause, except that all options will be immediately vested. For for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, ” the "Company” " shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. The Company may not assign this Agreement, (i) except in connection with, and to the acquiror of, all or substantially all of the business or assets of the Company, and then only if provided such acquiror expressly assumes and agrees in writing to perform this Agreement as provided in this paragraph, and (ii) except in connection with the Company becoming a wholly-owned subsidiary in which event the Company may assign this Agreement and all of the Company’s rights and obligations hereunder its parent companySection. The Executive Employee may not assign his rights or delegate his duties or obligations under this Agreement.