Wxxxxxx X. Xxxx III fails for any reason to be the president (or equivalent title) of the Borrower or any Subsidiary Guarantor and to have the power to exercise the prerogatives ordinarily associated with that office, provided that if such failure results from his death or disability, then no Change in Control shall occur unless the Borrower or any other such Subsidiary Guarantor fails, after consultation with the Administrative Agent, to appoint a successor with executive management experience in the gaming and hospitality industry within 120 days; and
Wxxxxxx X. Xxxxxx is presently employed by the Company as its President and Chief Operating Officer. The Board of Directors of the Company desires to provide for the continued employment of the President which the Board has determined will be in the best interests of the Company and its policyholders and will enforce and encourage the continued attention and dedication to the Company of the President. The President is willing to commit himself to continue to serve the Company on the terms and conditions herein provided. In order to effect the foregoing, the Company and the President wish to enter into an agreement on the terms and conditions set forth below. Accordingly, in consideration of the promises and the respective covenants and agreements herein contained, in further consideration of services performed and to be performed by the President and intending to be legally bound, the parties hereto agree as follows:
Wxxxxxx X. Xxxxxx has been a member of our board of directors since July 2006. Mx. Xxxxxx has been the President and Chief Executive Officer of The Exxxx Xxxxxx Companies Inc. since July 1,
Wxxxxxx X. XXXX as Trustee of the GRATS is bound by the terms of the Stockholders’ Agreement as if he were an original signatory to the Stockholders’ Agreement and the shares of stock of the Company held by the GRATS are subject to the Stockholders’ Agreement.
Wxxxxxx X. Xxxxxx, Xx. shall have furnished to the Representatives his written opinion, as General Counsel of Spectra Energy, dated the Closing Date and addressed to the Representatives, to the effect that:
Wxxxxxx X. Xxxxx and Dxxxxxx X. Xxxxx shall be Trustees of the Trust Fund created in accordance with and in furtherance of the Plan, and shall serve as Trustees until their removal or resignation in accordance with Section 5.
Wxxxxxx X. Xxxxxxx, Xx. and Lxxxxx X. Xxxxxxx, Co-Trustees of The Younger Living Trust U/A/D 1/20/95 By: /s/ Wxxxxxx X. Xxxxxxx, Xx. Wxxxxxx X. Xxxxxxx, Xx., Trustee [Signature Page to Shutterfly, Inc. Fifth Amended and Restated Investors’ Rights Agreement]
Wxxxxxx X. Xxxxxx was presently employed by the Federal Life Insurance Company as its President and Chief Operating Officer pursuant to an executive agreement dated November 30, 2017 (the “Prior Employment Agreement”). The Board of Directors of the Corporation desire to provide for the continued employment of the President which the Board has determined will be in the best interests of the policyholders of Federal Life Insurance Company and the Corporation and will enforce and encourage the continued attention and dedication of the President to the Corporation. The President is willing to commit himself to continue to serve the Corporation on the terms and conditions herein provided. In order to effect the foregoing, the Corporation and the President wish to enter into an agreement on the terms and conditions set forth below. Accordingly, in consideration of the promises and the respective covenants and agreements herein contained, in further consideration of services performed and to be performed by the President and intending to be legally bound, the parties hereto agree as follows:
Wxxxxxx X. Xxxxxxx, Xx. shall have entered into an employment agreement with the Company, effective as of the Closing, in form and substance consistent with the terms set forth in the letter agreement dated as of October, 2012 between Wxxxxxx X. Xxxxxxx, Xx. and Silvermark LLC and acceptable to the Purchaser (“Cxxxxxx Employment Agreement”). Dxxxxx Xxxxxxxxx shall have entered into an employment agreement with Company, effective as of the Closing, in form and substance consistent with the terms set forth in the letter agreement dated as of October, 2012 between Dxxxxx Xxxxxxxxx and Silvermark LLC and acceptable to Purchaser (“Lxxxxxxxx Employment Agreement”; and together with the Cxxxxxx Employment Agreement, the “Employment Agreements”).
Wxxxxxx X. Xxxxxxx, et al. (filed in the Court of Chancery of the State of Delaware).
