0001305014-15-000014 Sample Contracts

RE: Change in Control Agreement
Change in Control Agreement • January 28th, 2015 • Ashland Inc. • Wholesale-chemicals & allied products • Kentucky

Ashland Inc. considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders. In this regard, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a Change in Control of the Company does exist and that such possibility, and the uncertainty and questions which a Change in Control of the Company may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. In addition, difficulties in attracting and retaining new senior management personnel may be experienced. Accordingly, on the basis of the recommendation of the Personnel and Compensation Committee of the Board, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of certain members of the Company's management, includin

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SIXTH AMENDMENT Dated as of November 25, 2014 to the TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • January 28th, 2015 • Ashland Inc. • Wholesale-chemicals & allied products

This SIXTH AMENDMENT (this “Amendment”) dated as of November 25, 2014 is entered into among ASHLAND INC., a Kentucky corporation (“Ashland”), CVG CAPITAL III LLC, a Delaware limited liability company (“SPV”), the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party hereto, and THE BANK OF NOVA SCOTIA, as Agent for the Investors.

RECEIVABLES ASSIGNMENT AGREEMENT
Receivables Assignment Agreement • January 28th, 2015 • Ashland Inc. • Wholesale-chemicals & allied products

This RECEIVABLES ASSIGNMENT AGREEMENT (this “Agreement”) dated as of November 25, 2014 is entered into among ASHLAND INC., a Kentucky corporation (“Ashland”) as originator and master servicer, CVG CAPITAL III LLC, a Delaware limited liability company (“SPV”), ASHLAND SPECIALTY INGREDIENTS G.P., (“Ashland Specialty Ingredients” and together with Ashland, the “Originators”), the Investors, Letter of Credit Issuers, Managing Agents and Administrators party hereto, and THE BANK OF NOVA SCOTIA, as Agent for the Investors.

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