Consideration of Company Sample Clauses

Consideration of Company. In consideration for the releases and covenants by Executive in this Release Agreement, the Company agrees that following the expiration of the revocation period described in Paragraph 11 below, if Executive has not exercised his right of revocation, the Company will provide Executive with the following:
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Consideration of Company. In consideration for the releases and covenants by Executive in this Agreement, Company will provide Executive with the following: INSERT CONSIDERATION AS SET FORTH IN EMPLOYMENT AGREEMENT
Sample 1Sample 2Sample 3See All (11)
Consideration of Company. In consideration for the releases and covenants by Employee herein, and upon expiration of the revocation period described in paragraph 12 below with no revocation by Employee and subject to Employee’s compliance with his obligations under the Nondisclosure Agreement, the Company will provide Employee with the payments and benefits required to be paid by the Company pursuant to Section 8 of the Employment Agreement, to be paid as set forth therein.
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Consideration of Company. In consideration for the releases and covenants by Executive in this Agreement and in consideration of Executive’s execution of the General Release and Waiver attached as Exhibit A hereto, and for Executive’s continued good faith performance of his job duties through the Separation Date, Company shall provide Executive with: (a) Payment of eighteen (18) months of base salary equal in the aggregate to Five Hundred Sixty-Two Thousand Five Hundred Dollars ($562,500), which is based on Executive’s current annual base salary of Three Hundred Seventy Five Thousand Dollars ($375,000). The lump sum payment shall be paid on the day after the date which is the six (6) month anniversary of the Separation Date. Said payment is subject to the provisions of Internal Revenue Code Section 409A which could result in the imposition of additional income tax to Executive if the six (6) month delay in payment did not occur; the delay in payment is for the benefit of Executive and the parties hereto agree as such; (b) For a period of eighteen (18) months from the Separation Date, payment of the premium for Executive’s continued coverage under the Company’s group health insurance plan, provided that Executive elects and remains eligible for coverage as provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Company represents that COBRA applies, and for the duration of eighteen (18) months from the Separation Date will continue to apply, to Company and to the health care coverage referenced in this Section 3(b). For purposes of the COBRA commencement date, the Separation Date shall be deemed the COBRA commencement date; (c) Within thirty (30) calendar days following the Separation Date, Company shall reimburse Executive for all reasonable business expenses incurred through the Separation Date, provided that Executive submits all requests for reimbursement by the Separation Date in accordance with Company’s business expense reimbursement policy in effect on the Separation Date; and (d) Any benefits to which Executive may be entitled under any plans, programs or policies of Company or its affiliates shall be determined in accordance with such plans, programs or policies of Company or its affiliates, as applicable. The amounts owing under Subsection (c) of this Section shall be paid within thirty (30) calendar days following Company’s receipt of this Agreement executed by Executive, provided that Executive does not revoke this Agreement. As ...
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Consideration of Company. In consideration for the releases and covenants by Consultant in this Agreement (provided that Consultant abides by and does not revoke any part of this Agreement), the Company will provide Consultant with the following payments and benefits: [insert description of payments and benefits to be paid as set forth in the Consulting Agreement]
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Consideration of Company. In consideration for the releases and covenants by Executive set forth in this Agreement and contingent upon Executive’s compliance with this Agreement, Company will provide Executive with payment in an amount equal to $452,000 per year, which amount includes a payment of $37,000 per year to cover Executive’s cost of obtaining health coverage, over the three-year period commencing on the first regular salary payment date of the Company after the Effective Date (as defined herein) of this Agreement (the “Severance Period”), less applicable withholdings, payable at the Company’s regular payroll intervals in as nearly equal installments as is practicable (the “Severance Payments”). Notwithstanding the foregoing, if Executive elects COBRA continuation coverage after the Separation Date pursuant to Section 4 of this Agreement, his annual Severance Payment during the period he is receiving COBRA continuation coverage shall be $415,000.
Sample 1
Consideration of Company. In consideration for the releases and covenants by Executive in this Agreement, Company will provide Executive with: (i) severance pay in an amount equal to his current monthly rate of pay ($ /month) for ( ) months following the Separation Date (the “Severance Period”), less applicable withholdings, payable at regular payroll intervals following the expiration of the revocation period set forth below; and (ii) [if Executive elects, and to the extent Executive is and remains eligible for, continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), contribution to Executive’s premiums for continued coverage under the Company’s group health care plan for Executive and his eligible insured dependents, at the same rate of contribution applicable to active employees, during the Severance Period].
Sample 1
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Consideration of Company. In consideration for the releases and covenants by Executive in this Agreement (provided that Executive abides by and does not revoke any part of this Agreement), the Company will provide Executive with the following severance benefits: [insert description of benefits to be paid as set forth in the Employment Agreement]
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Related to Consideration of Company

  • Formation of Company The Company was formed on February 23, 2017 pursuant to the provisions of the Delaware Act. The filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware are hereby ratified and confirmed in all respects.

  • Reorganization of Company If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if such holder had exercised the Warrant immediately before the effective date of the transaction; provided that (i) if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of Common Stock in such consolidation or merger that affirmatively make such election or (ii) if a tender or exchange offer shall have been made to and accepted by the holders of Common Stock under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 11. Concurrently with the consummation of any such transaction, the corporation or other entity formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to Warrant holders a notice describing the supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this subsection (l) applies, subsections (a), (b), (c), (d), (e) and (f) of this Section 11 do not apply.

  • Organization of Company The Company, a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and the Company is legally qualified to transact business in Illinois. The Company has full power and authority to own or lease and to operate and use its assets and to carry on its business at the Project. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency, or rehabilitation of the Company.

  • Capitalization of Company On the Effective Date, Company will have no Capital Stock outstanding other than the Common Stock and rights outstanding under the Shareholder Rights Plan. All outstanding shares of capital stock of Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Dissolution of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the Act; (ii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued; or (iii) the written consent of each Member. Except as expressly provided herein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. (b) In the event of the dissolution of the Company for any reason, the Manager or any liquidating agent or committee appointed by the Manager upon reasonable arms length transaction terms shall act as a liquidating agent (such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have reasonable discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (c) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Manager would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (d) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Manager.

  • Treatment of Warrant Upon Acquisition of Company Upon the closing of any Acquisition, without limiting or prejudicing Holder’s right to convert this Warrant under Section 1.3 or exercise its “put” rights under Section 1.8 (in each case with respect to the Warrant Stock that may then be converted or put) the surviving entity shall, as a condition to the Acquisition, either (i) assume the obligations under this Warrant, then this Warrant shall be convertible into the same securities as would be payable for the shares of Warrant Stock issuable upon conversion of the unconverted portion of this Warrant as if such shares of Warrant Stock were outstanding on the record date for the Acquisition (and the Exchange Price and/or number of shares of Warrant Stock shall be adjusted accordingly); or (ii) the Company or other surviving entity in such Acquisition shall, upon initial closing of such Acquisition purchase this Warrant at its “Fair Value” (the “Purchase Price”). For purposes hereof, “Fair Value” means that value determined by the parties using a Black-Scholes Option-Pricing Model (the “Black-Scholes Calculation”) with the following assumptions: (A) a risk-free interest rate equal to the risk-free interest rate at the time of the closing of the Acquisition (or as close thereto as practicable), (B) a contractual life of the Warrant equal to the remaining term of this Warrant as of the date of the announcement of the Acquisition, (C) an annual dividend yield equal to dividends payable or declared on the underlying shares of Warrant Stock (including securities into which the shares of Warrant Stock may be convertible) during the term of this Warrant (calculated on an annual basis), and (D) a volatility factor of the expected market price of the Company’s Shares comprised of: (1) if the Company is publicly traded on a national securities exchange, its volatility over the one year period ending on the day prior to the announcement of the Acquisition, (2) if the Shares are traded over-the-counter, its volatility over the one year period ending on the day prior to the announcement of the Acquisition, or (3) if the Company is a non-public company, the volatility, over the one year period prior to the Acquisition, of an average of publicly-traded companies in the same or similar industry to the Company with such companies having similar revenues. The Purchase Price determined in accordance with the above shall be paid upon the initial closing of the Acquisition and shall not be subject to any post-Acquisition closing contingencies or adjustments; provided, however, the parties may take such post-Acquisition closing contingencies or adjustments into account in determining the Purchase Price, and if the parties take any post-Acquisition closing contingencies or adjustments into account, then upon the partial or complete removal of those post-Acquisition closing contingencies or adjustments, a new Black-Scholes Calculation would be made using all of the same inputs except for the value of the Company’s Shares (as determined under subclause (D)), and any increase in Fair Value (and, correspondingly, Purchase Price), including, without limitation, as a result of any earn-out or escrowed consideration, would be paid in full to Holder immediately after those post-Acquisition closing contingencies or adjustments can be determined or achieved.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Definition of Company Solely for purposes of this Article 6, the term "Company" also shall include any existing or future subsidiaries of the Company that are operating during the time periods described herein and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company during the periods described herein.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Liquidation of Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

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