Anniversary Keepwell Sample Clauses

Anniversary Keepwell. On the one year anniversary of the Market Date (the "Anniversary Date"), the common stock in the Merged Entity then owned by Seller ("Residual Shares") shall be subject to a keepwell feature (the "Anniversary Keepwell Guarantee"). The Anniversary Keepwell Guarantee shall require that in the event that the average of the mean of the last bid and asked prices quoted by the primary market maker for the Merged Entity on each of the five (5) business days preceding the Anniversary Date (the "Average Mean Price") does not equal at least $2.20 per share, Seller shall receive additional shares so that the value of the Residual Shares plus the value of the additional shares issued to Seller pursuant to this Section 1.05, determined using the Average Mean Price, is equal to the amount, $275,000 (i.e., $2.20/share times 125,000 shares) minus the aggregate consideration the Seller has received for sales of shares of the common stock of the Merged Entity originally issued to Seller. In the event that, as of the Anniversary Date, the Seller has received $275,000 or more from sales of her shares of common stock in the Merged Entity issued to her pursuant to this Agreement, the Anniversary Keepwell Guaranty shall not apply.
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Anniversary Keepwell. On the one year anniversary of the Market Date (the "Anniversary Date") , 405,000 shares of the Common Stock shall be subject to a keepwell feature (the "Anniversary Keepwell Guarantee") as follows: in the event that the mean of the last asked price by the primary market maker for the Purchaser on the five (5) business days preceding the Anniversary Date (the "Average Mean Price") does not at least equal $2.20 per share, Sellers shall receive additional shares so that on the Anniversary Date the sum of 405,000 shares plus the additional shares so issued to Sellers multiplied by the Average Mean Price shall be equal to $891,000 ($2.20 x 405,000). At the sole option of the Company, the Company may elect to pay cash to Sellers equal to the value deficiency, in lieu of issuing additional shares of Common Stock. However, in the event that the sum of (i) the total number of shares owned in the aggregate by Sellers on the Anniversary Date multiplied by the Average Mean Price, plus (ii) the total consideration the Sellers have received for all sales of shares of their Common Stock prior to the Anniversary Date is equal to or greater than $891,000, the Anniversary Keepwell Guaranty shall not apply.

Related to Anniversary Keepwell

  • Anniversary Date A regular employee’s initial date of current employment with the Employer as a regular employee shall be her anniversary date for the purpose of determining benefits and for the purpose of determining increment anniversary date. (Reference Article 6.05 - Superior Benefits and Article 12.03 - Increments).

  • Anniversary Dates Except as may otherwise be provided for in deep class resolutions, anniversary dates will be set as follows:

  • Anniversary Fee A fully earned, non-refundable fee of $37,500, on the first anniversary of the Effective Date; and

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Services Included in Annual Fee Per Fund Daily Performance Reporting § Advisor Information Source Web Portal § USBFS Legal Administration (e.g., registration statement update)

  • Evaluation Period Until 5:00 p.m. Eastern time on August 16, 2002 (the "Evaluation Period"), Purchaser and its authorized agents and representatives (for purposes of this Article V, the "Licensee Parties") shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

  • Plan Year The year for the purposes of the plan shall be from September 1 of one year, to August 31, of the following year, or such other years as the parties may agree to.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Year of Service An Employee must complete at least Hours of Service during a Vesting Computation Period to receive credit for a Year of Service under Article V. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000.]

  • CONTRACT ANNIVERSARY The same date in each subsequent year as your Contract Date.

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