Additional Consideration Sample Clauses

Additional Consideration. Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

Additional Consideration. As additional consideration for the Loan Amount, the Borrower hereby covenants and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act in accordance with the following: 1.) If at any time during the five-year term of the Warrants, the Borrower proposes to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrow...

Additional Consideration. In addition to the consideration payable to the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(b), the “Additional Consideration”): (i) On the one-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (ii) On the two-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other Founders. (iv) In the ev...

Additional Consideration. Should the Internal Revenue Service determine that the Exercise Price established by the Board as the fair market value per Share is less than the fair market value per Share as of the date of Option grant, Optionee hereby agrees to tender such additional consideration, or agrees to tender upon exercise of all or a portion of this Option, such fair market value per Share as is determined by the Internal Revenue Service.

Additional Consideration. Employee understands that the Company’s obligations under the Employment Agreement, as well as the provision of the additional consideration identified in the Preliminary Statement, are conditioned upon Employee signing this Agreement. Further, as a result of Employee’s employment, Employee shall be (or has been) given access to the Company’s Proprietary Information, provision of confidential information, opportunities for advancement, and opportunities to participate in confidential meetings and specialized training, which shall constitute independent consideration for the post-employment restrictions contained in this Agreement and would not be (or would not have been) given to Employee without Employee’s agreement to abide by the terms and conditions of this Agreement, including without limitation the ancillary obligations of confidentiality and non-disclosure.

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Inception Date, the Company hereby irrevocably sells, assigns, transfers and delivers to the Reinsurer as premium hereunder all of its rights, title and interest in one hundred percent (100%) of all of the following amounts actually received or receivable at or after the Inception Date by the Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the LBL Contracts (items (i) through (v) below, collectively, the “Recoveries”): (i) Premiums; (ii) all amounts actually collected or collectable under the Ceded Reinsurance Contracts in respect of the LBL Contracts (including all recoveries, returns, amounts in respect of profit sharing and all other sums to which the Company may be entitled under the Ceded Reinsurance Contracts in respect of the LBL Contracts); (iii) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL Contracts collected or collectible by the Company, and any other charges, fees and similar amounts received or receivable by the Company from the Separate Accounts in respect of the LBL Contracts (collectively, the “Separate Account Charges”). For the avoidance of doubt, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended; (iv) all amounts that are transferrable from the Separate Accounts to the general account of the Company in respect of the LBL Contracts; and (v) without duplication, all other payments, collections, releases of funds, recoveries and other considerations or payments with respect to the LBL Contracts, including all premiums, payments, reimbursements, interest or other amounts that the Company receives in connection with any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this Agreement. (b) The Company agrees to execute and record all additional documents and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or ...

Additional Consideration. If the Merger is consummated, the Stockholder will not receive, whether under this Agreement or otherwise, any consideration additional to the Merger Consideration in respect of the acquisition of any Common Shares held or controlled by it or its Affiliates. If the Merger is not consummated, neither the Stockholder nor any of its Affiliates will receive a break-fee or similar payment, whether under this Agreement or otherwise.

Additional Consideration. To be entitled to receive the foregoing compensation, Executive shall sign whatever additional release of claims, confidentiality agreements and other documents the Company may reasonably request of Executive at the time of payment, and for so long as Executive is entitled to the benefits of such compensation Executive shall cooperate fully with and devote Executive's reasonable best efforts to providing assistance requested by the Company. Such assistance shall not require Executive to be active in the Company's day-to-day activities or engage in any substantial travel, and Executive shall be reimbursed for all reasonable and necessary out-of-pocket business expenses incurred in providing such assistance.

Additional Consideration. Provided that (A) this Agreement becomes effective pursuant to its terms, (B) Executive has performed all of her obligations under this Agreement through both the Transition Date and the Separation Date (other than due to a termination without Cause under this Agreement), (C) Executive has not been terminated for Cause under this Agreement, and (D) Executive remains in compliance with this Agreement thereafter, the Company agrees to provide the following additional consideration to Executive: a. If and to the extent bonus-eligible employees of the Company generally receive bonus compensation for the fiscal year ending December 31, 2023, Executive shall be eligible to receive an annual bonus for fiscal year 2023, which will not be prorated. Such bonus will be based on Executive’s performance in relation to her 2023 management business objectives as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Company shall directly pay for the full monthly COBRA premiums charged to continue Executive’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur of (1) the one-year anniversary of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Exe...

Additional Consideration. As additional consideration for the Non-Competition obligations described in Paragraph 4 above, should the Company pursuant to those obligations require Employee to refrain from accepting employment or other work he or she has been offered that the Company, in its discretion, believes would violate Employee’s obligations, the Company shall pay Employee an amount equal to sixty percent (60%) of Employee’s weekly base pay as of the date of Employee’s termination from the Company (“Non-Competition Payment”). The Non-Competition Payment shall begin when the Company advises Employee of its belief that the proposed employment would violate the Employee’s non-compete obligations and shall continue throughout the remaining duration of the Restricted Period. The Non-Competition Payment shall be paid in accordance with the Company’s customary pay practices in effect at the time each payment is made, and shall be reduced by (a) the amount of severance, if any, that Employee receives from the Company; and (b) the amount of any pay received during the Restricted Period from employment in any capacity to the extent that any such salary exceeds forty percent (40%) of Employee’s base pay as of the date of Employee’s termination from employment, annualized or pro-rated to correspond with the remaining portion of the Restricted Period following the job offer. (By way of example, assuming an Employee’s remaining Restricted Period following a job offer is six (6) months and that his or her base pay at the time of termination was $100,000, the Non-Competition Payment would not be reduced unless the salary earned by the Employee during the Restricted Period exceeded $20,000. In the event the salary earned during the Restricted Period exceeds this threshold, the Non-Competition Payment will be reduced, or eliminated, pro rata.).