Xxxxxx Agreements. Genovo shall have terminated the ----------------- employment letter agreement dated April 24, 1998, as amended July 9, 1999, between Xx. Xxxx Xxxxxx ("Xxxxxx") and Genovo, with no further obligation on the ------ part of either Genovo or Xxxxxx under such letter agreements. Xxxxxx shall have executed and delivered the Employment and Consulting Agreement between Targeted and Xxxxxx, substantially in the form attached to this Agreement as Exhibit L, --------- to be dated the date of the Closing.
Xxxxxx Agreements. The Company Board has approved the Xxxxxx Agreements.
Xxxxxx Agreements. While this Agreement is in effect, Shareholder hereby agrees with, and covenants to, Old Second as follows subject to the express agreement and acknowledgement by Old Second that Shareholder is executing this Agreement solely in Shareholder’s capacity as a shareholder of West Suburban and not in any other capacity, such as a director or officer of West Suburban or as a fiduciary of any trusts in which Shareholder is not the sole beneficiary and that notwithstanding anything herein to the contrary nothing herein shall be construed to limit or affect any action or inaction by Shareholder as a director, officer or fiduciary of West Suburban or any affiliate of West Suburban:
(a) At any meeting of the shareholders of West Suburban called to vote upon the Merger Agreement and/or the Transactions, and at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is sought (collectively, the “Shareholders’ Meeting”), Shareholder shall use Shareholder’s best efforts to vote (or cause to be voted), and with respect to the Plan Shares to direct the Trustee(s) of the Plan to vote (or cause to be voted), all of Shareholder’s Shares (i) in favor of the approval of the terms of the Merger Agreement and each of the Transactions that are presented to the Shareholders of West Suburban for a vote and (ii) against any Acquisition Proposal other than the Merger.
(b) Shareholder further agrees not to vote or execute any written consent to rescind in any manner any prior vote taken that is contemplated by Section 2(a)(i) of this Agreement.
Xxxxxx Agreements. Xxxxx Xxxxxx shall have complied with and executed the agreements required under Section 7.9(b).
Xxxxxx Agreements. In exchange for the consideration set forth in Section 1, the adequacy and sufficiency of which Xxxxxx hereby acknowledges, and to which Xxxxxx is not otherwise entitled, Xxxxxx agrees as follows:
Xxxxxx Agreements. (a) Xxxxxx and each of the Xxxxxx Trusts shall have executed and delivered the Xxxxxx Redemption Agreement and ancillary documentation, in form and substance satisfactory to the Purchasers, providing for the redemption by W&T of 300 shares of W&T Common Stock owned by Xxxxxx and the Xxxxxx Trusts.
(b) Xxxxxx and each of the Xxxxxx Trusts shall have entered into the Xxxxxx Purchase Agreement (a form of which is attached hereto as Exhibit E) and ancillary documentation, in form and substance satisfactory to the Purchasers, providing for the sale by Xxxxxx and the Xxxxxx Trusts to the Purchasers of 1,000 shares of W&T Common Stock owned by Xxxxxx and the Xxxxxx Trusts.
(c) The transactions contemplated by the Xxxxxx Redemption Agreement and the Xxxxxx Purchase Agreement shall have been consummated prior to the Closing in a manner satisfactory to the Purchasers.
Xxxxxx Agreements. 24 5.14 Burlington Transaction.......................................................25 5.15
Xxxxxx Agreements. 26 6.6 Agreement of Toronto Dominion................................................26
Xxxxxx Agreements. As of the Closing (i) that certain Consulting ------------------ Agreement (the "Xxxxxx Consulting Agreement"), dated February 1, 1999, between Seller and Xxxxxx and Associates, Inc. ("SAA"), and that certain Technology Transfer and Software License Agreement (the "Xxxxxx Technology Agreement" and together with the Xxxxxx Consulting Agreement, the "Xxxxxx Agreements"), dated February 1, 1999, among Seller, SAA and Xxxxx X. Xxxxxx, Ph.D. ("Xxxxxx") shall be terminated, (ii) SAA shall be paid $275,000, and (iii) SAA and Xxxxxx (collectively, the "Xxxxxx Parties") shall have transferred to Seller all right, title and interest that the Xxxxxx Parties have or any time in the past may have had in the Purchased Assets.
Xxxxxx Agreements. Change of Control Agreement, dated as of February 3, 2009, by and between Quixote Corporation and Xxxxx Xxxxxx.
