Consideration for Termination. (a) In consideration for the termination of the Severance Agreement, SHI and the Executive agree that in the event of the termination of the Executive’s employment without Cause by SHI or by the Executive for Good Reason on or after the Agreement Date and prior to the second anniversary of the Effective Time, the Executive shall be entitled to the payments and benefits set forth in Schedule I hereto. For purposes of clarity, a termination by reason of disability does not constitute a termination by SHI of the Executive’s employment without Cause.
(b) As additional consideration for the termination of the Severance Agreement, SHI agrees that it will enter into the agreement with the Executive substantially in the form attached hereto as Exhibit A, which shall become effective at the Effective Time. If the Executive shall be entitled to any payments or benefits pursuant to the Severance Agreement 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.
Consideration for Termination. (a) In consideration for the termination of the Severance Agreement, SHI and the Executive agree that in the event of the termination of the Executive’s employment without Cause by SHI or by the Executive for Good Reason on or after the Agreement Date and prior to the second anniversary of the Effective Time, the Executive shall be entitled to the payments and benefits set forth in Schedule I hereto.
(b) As additional consideration for the termination of the Severance Agreement, SHI agrees that it and New Xxxxx will enter into a new Severance Agreement substantially in the form attached hereto as Exhibit A (the “New Severance Agreement”), which New Severance Agreement shall become effective at the Effective Time. If the Executive shall be entitled to any payments or benefits pursuant to the Severance Agreement or the New Severance Agreement in connection with a Change in Control unrelated to the Transaction, then the Executive shall not be entitled to any payments or benefits hereunder.
Consideration for Termination. As consideration for Landlord agreeing to enter into this Amendment and reduce Tenant's financial obligations under the Lease, Tenant has agreed to pay a fee equal to Seven Hundred and Seven Thousand Fifty-five Dollars and Seventy cents ($707,055.70), which shall be paid to Landlord within ten (10) business days of August 1, 2015.
Consideration for Termination. At the Closing Developer shall receive from Licensor the following consideration for the entry into this Termination Agreement:
a. $600,000 in cash consideration payable by wire transfer for the immediate credit of Developer;
b. $100,000 by Licensor assigning, endorsing and delivering to Developer a promissory note (the "Termination Note") in said amount, the Termination Note being in the substantive form of EXHIBIT A annexed hereto.
Consideration for Termination. As consideration and an inducement for Lessor's agreement to accept an early surrender of the premises and for any early termination of the Lease, Lessee shall pay to Lessor the following sums, on or before the dates set forth below: On or before February 25, 2004,Lessee shall pay to Lessor the sum of Four Hundred Four Thousand Dollars ($404,000.00) (herein the "Final Payment"); and On or before the date specified in paragraph 3(i), below, Lessee shall pay to Lessor the "Lessor's Work Amount", as defined below.
Consideration for Termination. In consideration of the termination of the Stock Transfer and Registration Rights Agreement, Century hereby (i) pays Xxxxxxxxxxx $75,000.00 by certified or bank cashier's check and (ii) issues to Xxxxxxxxxxx the Note. Mutual Release of Claims. In consideration of the foregoing, Century and Xxxxxxxxxxx, for themselves and their respective representatives, heirs, agents, affiliates, and assigns, hereby release each other from any and all claims, liabilities, losses or damages relating to or arising out of the Stock Transfer and Registration Rights Agreement.
Consideration for Termination. As material consideration for the covenants, agreements and undertakings of the Parties under this Release Agreement, promptly following the full execution of this Release Agreement, Cortex shall grant to the Institute 1,000,000 un-registered restricted shares of Cortex’s common stock (the “Stock”), subject to the terms and conditions of such grant set forth herein (the “Stock Grant”).
Consideration for Termination. In consideration of the termination of the Investment Management Agreement, the Trust, simultaneously with the execution hereof, has paid to the Investment Manager an amount equal to Six Million Eight Hundred Thousand dollars and No cents ($6,800,000.00) plus interest thereon at the rate of 10% per annum from January 1, 1997, until paid. The Investment Manager hereby represents and warrants to the Trust that such payment, taken together with all prior payments made to the Investment Manager by the Trust, constitutes full and complete consideration for the termination of the Investment Management Agreement and expected payment for all past and future services rendered or to be rendered to the Trust by the Investment Manager or any of its affiliates.
Consideration for Termination. For, and in consideration of, the termination of BTD's rights as described in Section 2 and for the return to Techniclone of all distribution rights with respect to the Product(s), the Patent and Antibodies (as such terms are defined in the Distribution Agreement), as described in the BTD/Techniclone Agreements, Techniclone shall:
(a) execute and deliver to BTD a Secured Promissory Note in the form of EXHIBIT A hereto and a Security Agreement in the form of EXHIBIT B hereto;
(b) execute and deliver to BTD a Warrant Certificate evidencing BTD's right to purchase up to One Million (1,000,000) shares of Common Stock of Techniclone at an exercise price of five dollars ($5.00) per share, exercisable for a period of five (5) years from the date hereof;
(c) execute and deliver to BTD a Warrant Certificate evidencing BTD's right to purchase up to Three Million Seven Hundred Thousand (3,700,000) shares of Common Stock of Techniclone at an exercise price of three dollars ($3.00) per share, exercisable for a period of three (3) years from the date hereof; and
(d) issue and deliver to BTD a stock certificate registered in the name of BTD evidencing BTD's ownership of One Million Two Hundred Thousand Dollars ($1,200,000) in value of shares of Common Stock of Techniclone, which shares will be issued based on a value per share equal to 90% of the Market Price thereof (for purposes of this Agreement, said "Market Price" shall mean the lowest closing bid price during the 10 trading day period ending on the date which is 30 days following the date hereof).
Consideration for Termination. As consideration for termination of the Employment Agreement, Golden, on behalf of the Company, shall issue or cause to be issued to Executive 2,000,000 shares of Golden's no par value common stock (the "Shares"). In order to induce Golden to issue the Shares, the Executive hereby represents and warrants to Golden and the Company that:
(a) Executive has been given access to full and complete information regarding Golden and has had the opportunity to obtain any additional information necessary to verify the accuracy of the information contained in such documents, and has been given the opportunity to meet with representatives of Golden and to have them answer any questions regarding the terms and conditions of the Shares, and all such questions have been answered to his full satisfaction and all documents or other information requested has been provided.
(b) Executive understands that the Shares have not been registered under the Securities Act of 1933, as amended, but are offered pursuant to an exemption from registration under the Securities Act of 1933, as amended.
(c) Executive understands that any and all certificates for the Shares will bear a restrictive legend indicating: (1) the Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"); and (2) that there are restrictions on the transfer of such Shares. Executive also understands and agrees that Golden will place appropriate notations in its records to stop any transfer of the Shares other than in accordance with the 1933 Act or an exemption therefrom.
