Consideration for Amendment. In consideration for entering into this Amendment, the Company and the Executive agree that in the event of the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the period commencing on the Effective Date and ending on the second anniversary of the closing of the Transaction, the Executive shall be entitled to the payments and benefits set forth on Schedule A hereto. If the Executive shall be entitled to any payments or benefits pursuant to the Severance Agreement, other than by reason of this Amendment, in connection with a Change in Control unrelated to the Transaction with Regis and its affiliates, then the Executive shall not be entitled to any payments or benefits hereunder. For purposes of this Section 2, the terms Cause and Good Reason shall have the meaning assigned to such terms in the Severance Agreement, provided that (i) the Effective Date (as defined in this Amendment) shall be substituted for the term “Change in Control” each place such term appears in such definitions and (ii) with respect to the definition of Good Reason, clause 5 of Section 1(g) shall be deleted in its entirety.
Consideration for Amendment. As consideration for the execution of this Amendment, the warrants issued to each of the Guarantors in connection with the Guaranties will be amended, effective April 1, 1999, to reflect a change in the exercise price of each of the warrants to $7.50 per share, subject to adjustment as provided therein. To implement the foregoing, each of (i) Amendment No. 1 to the New Warrants, in the form annexed hereto as Exhibit A, and (ii) Amendment No. 3 to the Amended Warrants, in the form annexed hereto as Exhibit B, have been executed by the parties hereto.
Consideration for Amendment. As partial consideration for entering into this Eleventh Amendment, the Company, concurrently with the execution hereof, is entering into certain transactions with GE pursuant to a Stock Purchase Agreement of even date herewith, the consummation of which transactions the Holders hereby acknowledge and agree will be beneficial to the Holders and, accordingly, provide the Holders with sufficient consideration for entering into this Eleventh Amendment.
Consideration for Amendment. For Employee entering into this Amendment, Caneum shall grant to Employee fully vested, ten-year options to purchase 125,000 shares of common stock under Caneum’s 2002 Stock Option/Stock Issuance Plan. The exercise price of the options shall be the ten-day average closing price of the common stock preceding the date of this Amendment.
Consideration for Amendment. As partial consideration for the addition of certain Patent Rights set forth on Exhibit A of this Amendment:
Consideration for Amendment. In consideration for Geron's agreement to amend the License Agreement as described in Section 1, Transgenomic agrees to pay Geron, in cash, the sum of {***} Dollars (${***}) and to purchase three hundred and ten thousand shares (310,000) shares of Geron's Common Stock, at a price equal to the closing price on the date of issue of such shares, on the terms and conditions of the Stock Purchase Agreement attached as Attachment B to this Agreement, to be executed simultaneously with this Agreement.
Consideration for Amendment. In consideration of Lilly's agreement to amend the Agreement to exclude Japan from the Territory as provided in Section 1.2 hereof and Lilly's agreement as set forth in Section 13 hereof, on the Settlement Date, CNTO shall issue to Lilly such number of shares ("Amendment Shares") of CNTO's common stock, par value $ .01 per share ("Common Stock"), as determined by dividing XXXXXXXXXX by the average of the last reported sale price per share of CNTO Common Stock on the NASDAQ National Market for the five (5) Trading Days (hereinafter defined as in Section 5.3 hereof) immediately preceding the Settlement Date (the "Average Price").
Consideration for Amendment. For Employee entering into this Amendment, Caneum shall issue to Employee 150,000 shares of common stock under Caneum's 2002 Stock Option/Stock Issuance Plan. that vest one-quarter (1/4) per calendar quarter with the first vesting June 30, 2008, and immediately in the event of a change of control of Caneum.
Consideration for Amendment. The Company has agreed to this Amendment in consideration for Xxxxxx'x election not to exercise its piggyback rights under the Registration Rights Agreement with respect to the Offering.
Consideration for Amendment. In consideration of the foregoing amendment, Romarco agrees to make the following payments as Expenditures:
