Consideration and Termination Sample Clauses
The 'Consideration and Termination' clause defines the exchange of value between parties and outlines the conditions under which the agreement may be ended. It typically specifies what each party is providing—such as payment, services, or goods—and details the procedures or grounds for terminating the contract, such as breach, notice periods, or mutual agreement. This clause ensures both parties understand their obligations and the circumstances that allow for ending the relationship, thereby providing clarity and reducing the risk of disputes.
Consideration and Termination. A. As consideration for entering into the release and the other covenants and agreements contained in this Agreement, Employer will provide Employee with the following consideration: two hundred sixty-four thousand eight hundred forty dollars ($264,840), payable as provided in subparagraph 1.B. below (the “Consideration”). Employee agrees his voluntary resignation from his position with Employer and its affiliates is effective March 31, 2009 (the “Termination Date”), and that he will not seek employment with, or reapply for employment with, Employer or any Releasee. Employee acknowledges and agrees that: i) he has no other right to the payment of the Consideration provided for in this Agreement; and ii) the Consideration considerably exceeds any amounts Employee otherwise would be entitled to.
B. The Consideration shall be paid to Employee on the following schedule (provided Employee is not in breach of this Agreement at the time such Consideration payment is due): the total sum of two hundred sixty-four thousand eight hundred forty dollars ($264,840), payable as follows:
i. a payment of one hundred thirty-eight thousand seven hundred forty dollars ($138,740), payable within ten (10) days after both parties sign this Agreement;
ii. a payment of forty-two thousand thirty-three dollars ($42,033), payable on June 30, 2009;
iii. a payment of thirty-two thousand thirty-three dollars ($32,033), payable on September 30, 2009; and
iv. a payment of fifty-two thousand thirty-four dollars ($52,034), payable on January 5, 2010. All payments under this subparagraph 1.B. shall be less payroll and income taxes and other required withholding.
Consideration and Termination. 3.1 The consideration shall be U.S. $28,800,000 to be satisfied, at the election of ▇▇▇▇▇▇, in any combination of cash (in US Dollars) and/or by the issue to Indigo of American Depository Receipts ("ADRs") in ▇▇▇▇▇▇ to such value (the number of ADRs ("the Consideration ADRs") to which Indigo is entitled being calculated by reference to the average of bid and offer prices of ADRs in ▇▇▇▇▇▇ as at close of trading on the Nasdaq market on the date 2 business days prior to registration of the Consideration ADRs being first declared effective by the Securities and Exchange Commission ("SEC")), it being acknowledged by the parties that the Consideration ADRs shall not be delivered to Indigo, and no legal or beneficial interest in the Consideration ADRs may be transferred by Indigo, until the SEC has first declared the Registration Statement in respect of such Consideration ADRs effective.
3.2 If any of the Consideration is not being paid in ▇▇▇▇, ▇▇▇▇▇▇ shall use its best endeavours to achieve an effective listing on the Nasdaq market for the Consideration ADRs and in addition to ensure that a registration statement in appropriate form ("Registration Statement") is filed with the Securities Exchange Commission prior to close of trading on the Nasdaq market on 30 May 2000 and shall use its best endeavours to cause such Registration Statement to be declared effective on or before 31 July 2000. ▇▇▇▇▇▇ shall owe no further obligations to Indigo (or any permitted transferee of Indigo) with respect to the Consideration ADRs.
3.3 In the event that (i) all conditions set forth in clause 2.3 have not been satisfied or waived prior to 31 July 2000 and/or (ii) either the Registration Statement has not been declared effective by the SEC or the consideration has not been paid in cash, the obligations of the parties under this Agreement shall terminate (except as regards Clauses 6.2, 6.3, and 6.11) and no party shall have any further obligation to the other except as regards any breach arising prior to such date. Upon such termination, all entitlement of ▇▇▇▇▇▇ to the Shares shall cease and the certificates of the Shares and the stock transfer forms shall be redelivered by ▇▇▇▇▇▇ to Indigo together with any dividend or distributions received by ▇▇▇▇▇▇, and all entitlement of Indigo to any shares of ▇▇▇▇▇▇ shall terminate. ▇▇▇▇▇▇ shall accordingly deem ▇▇▇▇▇▇ released from its solicitor's undertaking described in Clause 4.2.
Consideration and Termination