Cash-Out Considerations Sample Clauses

Cash-Out Considerations. Following the Separation Date, the Company shall have the right, but not the obligation, to repurchase up to 107,145 of the shares of restricted stock that vested on the Separation Date pursuant to Section 4(d)(ii) above (the “Shares”) on and after the first trading day subsequent to six (6) months from the Separation Date (such date, the "First Repurchase Date") (excluding any Shares sold by the Executive between the Separation Date and the First Repurchase Date), at a price per share equal to the fair market value of the Company's stock on the First Repurchase Date, as determined pursuant to the terms of the Company's Amended and Restated 2010 Stock Incentive Plan (the “FMV Price”). Notwithstanding the foregoing, in the event the FMV Price on the First Repurchase Date is less than $2.00, the Company’s right of repurchase on the First Repurchase Date shall toll until the FMV Price reaches or exceeds $2.00, and thereafter such repurchase right shall exist until and unless the FMV Price falls below $2.00, at which time the Company’s repurchase right shall once again toll until the FMV Price reaches or exceeds $2.00. Further, on and after the first trading day subsequent to twelve (12) months from the Separation Date (such date, the “Second Repurchase Date”), the Company shall have the right, but not the obligation, to repurchase any Shares that vested on the Separation Date pursuant to Section 4(d)(ii) then held by Executive at the FMV Price on the Second Repurchase Date, provided that if the FMV Price on the Second Repurchase Date is less than $2.00, the Company’s right of repurchase shall once again toll until the FMV Price reaches or exceeds $2.00. Nothing in the foregoing is intended to restrict Executive from selling any or all of his shares in the open market prior to the Company’s exercise of its rights under this Section 4(d)(iv), so long as Executive is not in possession of material, non-public information at the time of such sale(s).
Sample 1
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Related to Cash-Out Considerations

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Equity Consideration LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.

  • Stock Consideration 3 subsidiary...................................................................53

  • Transaction Consideration The Transaction Consideration;

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

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