Carve-Out Plan. The Company will implement a change in control carve-out plan (the “Carve-Out Plan”) that will provide the Executive with minimum levels of compensation at various transaction price levels as indicated in the spreadsheet attached hereto as Exhibit B. Notwithstanding the foregoing, the Executive will remain vested and be eligible to participate (to the extent vested on the termination date) in the Carve-Out Plan only if and for so long as he is employed at the time of, or within six months prior to, the closing of a Change in Control, unless Executive’s employment is terminated for Cause by the Company.
Carve-Out Plan. The Company does not currently have in place a management or employee carve-out plan that reserves a portion of proceeds of a sale transaction of the Company (a “Carve-Out Plan”), or any plans to implement such a plan. However, in the event that the Company adopts a Carve-Out Plan and a transaction subject to the Carve-out Plan occurs during the term of the Consulting Agreement or, if later, by the First Year Anniversary, except in the event that you terminate the Consulting Agreement for convenience or the Company terminates the Consulting Agreement for material breach, including due to a Conflict, you will be eligible to participate in the Carve-Out Plan as if you were still an employee, taking into account such factors as the Board deems appropriate, which may include (though are not limited to), your ownership stake in the Company, and any contributions you may make to effectuating such a transaction. Artiva Biotherapeutics, Inc. | 0000 Xxxxxxxxx Xxxxx, Suite 200, San Diego CA 92121
Carve-Out Plan. Prior to the Closing, (a) the Company will establish a program for certain of its employees (the "Employee Carve-Out Plan") which will set aside out of the Net Merger Consideration an amount equal to an aggregate of $5,000,000 (the "Carve-Out Funds"), and (b) the Purchaser, the Company and the Stockholder Representative will consult with one another and cooperate in good faith as to the final form and content of the Employee Carve-Out Plan. Notwithstanding the foregoing, at the Closing, the Carve-out Funds will be available for distribution as described in Section 2.3 of the Company Disclosure Schedule, upon the terms and subject to the limitations as may be set forth therein.
Carve-Out Plan. (a) Subject to Section 2.9(b) and subject to Section 5.5(c), on the Closing Date, Parent shall pay (or shall cause the Surviving Corporation or any Subsidiary of Parent to pay) the amount set forth opposite each Carve-Out Participant’s name on the Merger Consideration Spreadsheet pursuant to the Carve-Out Plan (the aggregate amount payable to all Carve-Out Participants under the Carve-Out Plan, the “Carve-Out Amount”) less an amount equal to the Carve-Out Amount payable to such Carve-Out Participant multiplied by the Escrow Percentage, which amount will be placed in the Escrow Fund pursuant to this Agreement and the Escrow Agreement, and which amount will be released when and if such disbursements are required to be made pursuant to this Agreement and the Escrow Agreement. All payments to the Carve-Out Participants shall be subject to deduction and withholding by Parent (or any Subsidiary of Parent, as applicable) of all applicable social security, Medicare and any other withholding required by applicable law to be made in respect of the amounts payable to the Carve-Out Participants.
(b) Notwithstanding the foregoing, prior to Closing, the Company shall send each Carve-Out Participant a notice substantially in the form attached hereto as Exhibit E (the “Carve-Out Notice”), and, provided further, that Parent shall be under no obligation to pay a Carve-Out Participant the amounts set forth next to such Carve-Out Participant’s name on the Merger Consideration Schedule until such time as the Carve-Out Participant indicates unqualified agreement (which determination shall be made in the sole and reasonable discretion of the Parent) with the information set forth on the Carve-Out Notice, and provided further, that in the event a Carve-Out Participant does not respond to the Carve-Out Notice within thirty (30) days of the date Carve-Out Notice is sent, the Carve-Out Payment with respect to such Carve-Out Participant shall be irrevocably forfeited, and the portion of the Merger Consideration allocated to such Carve-Out Participant shall become the property of Parent.
Carve-Out Plan. At the Effective Time, Syneron shall assume Primaeva’s obligations to make payments to the Plan Participants based on the transactions contemplated by this Agreement (and only with respect to such transactions) under the Primaeva Management and Employee Carve-Out Bonus Plan (the “Bonus Plan”) and, as the successor to Primaeva, Syneron shall make such payments to the Plan Participants reflected in this Agreement on the terms and conditions of the Bonus Plan as if an original party thereto.
Carve-Out Plan. Buyer shall pay, or cause the Surviving Corporation to pay, all amounts required to be paid pursuant to the Carve Out Plan. Except as required to comply with applicable Legal Requirements, Buyer shall not permit the Surviving Corporation to amend or terminate the Carve Out Plan without the prior written consent of the Stockholders’ Representatives, which consent shall not be unreasonably withheld or delayed.
Carve-Out Plan. The Carve-Out Plan has not been amended or modified since the date of this Agreement.
Carve-Out Plan. The Carve-Out Plan shall provide that the aggregate Carve-Out Amount shall be paid to the Carve-Out Participants or the Remaining Participants, as applicable, one half on or about the Closing Date, one quarter on or about July 15, 2013, and one quarter on or about January 31, 2014, in each case consistent with Parent’s customary payroll practices, and the Carve-Out Plan shall not have been amended after the date of this Agreement.
Carve-Out Plan. On the Closing Date, the Buyer or the Surviving Corporation shall pay each of the Carve-out Plan Participants their respective share of the Carve-out Plan Amount (after any reductions pursuant to Section 2.4(d)(iv), if any), pursuant to the terms of the Carve-out Plan, through the Buyer’s or the Surviving Corporation’s payroll system, subject to any required withholding for applicable Taxes. For purposes of clarification, the Carve-out Plan Amount shall be subject to the indemnification obligations under Article X.
Carve-Out Plan. Seller has made available to Buyer a true and complete copy of the Carve-Out Plan and Section 3.19 of the Disclosure Schedule lists the implementing documents in respect thereof as currently in effect and which will be implemented prior to the date hereof (together with those documents entered into between the date hereof and closing to give effect to those transactions contemplated in the Carve-Out Plan to be completed between the date hereof and Closing, the “Carve-Out Documents”). Each of the Carve-Out Documents entered into as of the date this representation and warranty is made (a) is a valid and binding agreement of the parties thereto, enforceable in accordance with its terms, subject to the Enforceability Exceptions, (b) has not been amended or modified and represents the entire agreement between the parties thereto, and (c) is not the subject of any lawsuits or other proceedings pending or, to the knowledge of Seller, threatened by any Governmental Authority that seek the revocation, cancellation, suspension or adverse modification thereof. None of the parties to the any of the Carve-Out Documents entered into as of the date this representation and warranty is made are in default of, or have received any written notice of any default or event that, with notice or lapse of time, or both, would constitute a default by the parties thereto.
