OPTION CONSIDERATION As consideration for this Option to Purchase Agreement, the Buyer/ Tenant shall pay the Seller/Landlord a non-refundable fee of Dollars ($ ), receipt of which is hereby acknowledged by the Seller/Landlord. This amount shall be credited to the purchase price at closing if the Buyer/Tenant timely exercises the option to purchase, provided that the Buyer/Tenant: (a) is not in default of the Lease Agreement, and (b) closes the conveyance of the Property. The Seller/Landlord shall not refund the fee if the Buyer/Tenant defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase.
Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).
Settlement Consideration In consideration for the full and complete release of all Released Claims against all Released Parties, and the dismissal of the Action with prejudice, Defendant VWGoA agrees to provide the following consideration to the Settlement Class: A. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair of an Audi Q5, SQ5, Q5 Sportback or SQ5 Sportback Settlement Class Vehicle Prior to the Notice Date. (1) If the Covered Repair was performed prior to March 18, 2022, the Settlement Class Member shall be entitled to 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair. (2) If the Covered Repair was performed on or after March 18, 2022, the Settlement Class Member shall be entitled to receive 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair, provided that the Settlement Class Member submits, in addition to the Claim Form and Proof of Repair Expense, either (i) proof that Recall 90S9 was performed on the vehicle prior to the Covered Repair, or (ii) a signed declaration attesting, under penalty of perjury, that Recall 90S9 was not performed prior to the Covered Repair because that Settlement Class Member was not notified of Recall 90S9 prior to the Covered Repair, and /Audi records do not show otherwise. Proof that Recall 90S9 was performed shall take the form of an original or legible copy of an invoice, receipt, or similar record confirming that Recall 90S9 was performed on the Audi Q5, SQ5, Q5 Sportback or SQ5 Sportback Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed it. (3) Subject to sub-sections (1) and (2) above, if the Covered Repair was performed by a service entity or facility that is not an authorized Audi dealer, the Settlement Class Member must also submit, together with the other proof and submission requirements set forth in this Section II.A., documentation (such as a written estimate or invoice), or if documents are not available after a good-faith effort to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer shall not exceed a maximum reimbursement amount (parts and labor) of $1,450. B. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair of an Audi S6, S7, A6 allroad, RS 6 Avant, RS 7, A6 sedan or A7 Settlement Class Vehicle Prior to the Notice Date. C. Requirements for and Limitations on Entitlement to Reimbursement Set Forth in Sections II.(A) and (B). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Sections II.(A) and (B) above, the Settlement Class Member must mail to the Claim Administrator, by first-class mail post-marked no later than seventy-five
First Consideration The Employer agrees that when a vacancy occurs or a new position is created at the worksite which is within the Union bargaining unit, the Employer shall give its employees, provided there are no employees currently on lay-off, first notice and first consideration in filling the vacancy or new position. Each employee who applies for the vacancy or new position shall be given equal opportunity to demonstrate fitness for the position by formal interview and/or assessment. Where an employee within the bargaining unit is not appointed to fill the vacancy or new position, she shall be given, upon request, an explanation as to why her application was not accepted. The request for reasons must be made within fourteen (14) calendar days of becoming aware that the employee is not the successful candidate, pursuant to Article