Contingent Stock. If, and only if, the Company and a physicians’ group to be formed following the Closing and owned by affiliates of the Buyer, taken together (the “Aligned Division”), meet the revenue target described on Schedule 1.2(b), the Buyer shall issue the Contingent Stock to the Sellers. If such revenue target has not been met by February 1, 2012, then the Sellers’ right to receive the Contingent Stock shall terminate.
Contingent Stock. Employee shall be entitled to receive 30,000 shares of Contingent Stock pursuant to the terms and conditions set forth in the form of Contingent Stock Agreement set forth as Annex "E" hereto; provided, however, that the grant of such Contingent Stock shall be subject to the approval of the REIT's stockholders.
Contingent Stock. As provided in the Amended and Restated Contingent Stock Agreement dated as of May 1, 1998 by and between the REIT and the Employee attached hereto as Annex E, as amended from time to time (the "Contingent Stock Agreement"), the Employee shall be entitled to receive shares of Contingent Stock (as defined therein) pursuant to such agreement. In accordance with Section 3.2(a) of the Contingent Stock Agreement, the Compensation Committee of the Board has established the "Performance Goals" (as defined therein) for fiscal years 2000 through 2003 applicable to the award of Contingent Stock in the event of the Employee's termination of employment in an Early Termination during the period beginning on January 1, 2000 and ending on March 31, 2003 (the "Contingent Stock Period"). In the event of the Employee's termination of employment in an Early Termination during the Contingent Stock Period, the Compensation Committee shall certify in writing, as of the effective date of such Early Termination, whether the REIT's annual operating income for the portion of the then current fiscal year completed prior to such date equals or exceeds 80% of the product of (1) the REIT's annual operating income for fiscal year 1999 and (2) the ratio of (A) the number of days elapsed in the then current fiscal year prior to the date of Early Termination to (B) the number 365 (the "Early Termination Performance Goal"). If the Early Termination Performance Goal has been met, the Employee shall receive, within 5 days following the effective date of such Early Termination, that number of shares of Contingent Stock equal to (x) 75,000 minus (y) the number of shares of Contingent Stock awarded to the Employee under Section 3.2 of the Contingent Stock Agreement prior to such date.
Contingent Stock. Subject to stockholder approval as provided in the Amended and Restated Contingent Stock Agreement dated as of April 1, 1998 by and between the REIT and the Employee (the "Amended Contingent Stock Agreement"), the Employee shall be entitled to receive shares of Contingent Stock (as defined therein) pursuant to such agreement. Unless and until the Amended Contingent Stock Agreement is approved by the REIT's stockholders as therein provided, the terms of the Contingent Stock Agreement dated June 30, 1996 between the REIT and the Employee shall remain in effect and the Employee shall be entitled to receive shares of Contingent Stock as therein provided.
Contingent Stock. (a) In addition to the Shares being issued by Mako and transferred to Tracker pursuant to Section 2.1 hereof, if, during the Contingent Stock Period, the Share Value of the Mako Common Stock is five dollars ($5.00) or more, then Mako shall issue and transfer to Tracker one- million eight-hundred thousand (1,800,000) shares of Contingent Stock. If, during the Contingent Stock Period, the Share Value of Mako Common Stock is six dollars ($6.00) or more, then Mako shall issue and transfer to Tracker an additional one-million eight-hundred thousand (1,800,000) shares of Contingent Stock. If, during the Contingent Stock Period, the Share Value of the Mako Common Stock is seven dollars ($7.00) or more, then Mako shall issue and transfer to Tracker an additional three-million six-hundred twenty-nine thousand (3,629,000) shares of Contingent Stock. Tracker's rights to receive such Contingent Stock shall be non-transferrable and non-negotiable.
Contingent Stock. On account of various factors ---------------- contributing to the difficulty in currently valuing the Business for purposes of the Transaction and in ascertaining the proper number of Shares to be delivered by Falcon as the purchase price in the Transaction and in determining the future level of earnings of the Business, all of which collectively depend, in part, on the continued participation by Shareholder in the Business, Falcon will issue a portion of the Shares that could be delivered hereunder as Contingent Stock during each Contingency Period, subject to the terms and conditions set forth in this Section 3.02. Accordingly, within ten days following the completion of each Contingency Period, Falcon shall issue and deliver to Shareholder 6,250 shares of Contingent Stock; provided, however, that the total amount of Contingent -------- ------- Stock delivered to Shareholder shall not exceed in the aggregate 75,000 shares of Contingent Stock; and, provided, further, that no Contingent Stock -------- ------- shall be issued and delivered to Shareholder from and after (i) the termination by Falcon "for cause" of the employment of Shareholder with Falcon or any subsidiary of Falcon (as such term is defined in the Employment Agreement) prior to the occurrence of a Change of Control (as defined below) or (ii) the voluntary termination by Shareholder of his employment with Falcon or any subsidiary of Falcon at any time. In the case of the issuance of any shares of stock as a dividend upon the shares of Falcon $0.02 par value common stock (the "Common Stock") or in the case of any subdivision stock split or reverse stock split whose only effect is either to increase or decrease in the same proportion the outstanding number of shares of Common Stock then held, the number of shares of Contingent Stock to be issued and delivered to Shareholder shall be appropriately adjusted to ensure that the right of Shareholder will not be diluted as a result of such stock dividend, subdivision, stock split or reverse stock split. Neither the right to receive Contingent Stock nor any interest therein shall be transferable or assignable by Shareholder other than by will or the laws of descent and distribution. For purposes of this Section 3.02 "Change of Control" shall mean (x) 13 acquisition by an individual or entity that is not currently a shareholder of Falcon of more than fifty percent (50%) of the Common Stock of Falcon or (y) the termination of the employment of Frxxxxxx...
Contingent Stock. As a component of the Merger Consideration, holders of common stock and Notes of the Company immediately prior to the Effective Time will receive as a conversion right, a contingent right to be issued additional shares of Parent Common Stock (the “Contingent Shares”) in the event that less than an aggregate of $2,050,000 is received by Parent under the Financing at any time within fourteen (14) months after the Closing. The aggregate number of Contingent Shares to be issued to the parties entitled to receive Contingent Shares shall be determined in accordance with Exhibit D attached hereto.
Contingent Stock. Payments 2.1 Jurisdictions of Qualification 2.2 Subsidiaries; Investments; Interests 2.3 Capital Stock of the Companies 2.8 Violations 2.9(a) Liabilities 2.9(b) Liabilities Covered by Insurance 2.9(c) Accounts Payable 2.12 Contracts 2.14 Real and Personal Property 2.17 Permits and Licenses 2.18 ERISA, Benefit Plans and Other Matters 2.19(a) Intellectual Property 2.19(d) Software 2.20 Environmental Matters 2.21 Affiliated Transactions 2.22 Banking Arrangements 2.23 Insurance 2.24 Consents 2.26 Accounts Receivable 2.29 Participation in Audits 2.30(a) Fraud and Abuse 2.30(b) Third-Party Payors 2.30(c) Medicare and Medicaid Compliance 2.30(d) Rate Limitations and Rates 3.2 Subsidiaries of AmeriPath 6.6 Employment Agreement Sellers 6.13 Contract Assignments 7.3 Third Party Consents 7.4 Regulatory Approvals 7.11 Creditor Consents
Contingent Stock. Pursuant to the Merger Agreement between Homeplex Corporation and Meritage Corporation (formerly Monterey Homes Corporation) dated December 31, 1996, Employee was granted rights to 133,333 shares of "contingent stock" that was tied to his continuing employment or his termination without cause, of which 44,445 shares are subject to issuance. The Company hereby acknowledges that Employee is vested in this contingent stock and that it will be issued and distributed to him in accordance with the terms of the Merger Agreement, Employment Agreement and related Escrow and Contingent Stock Agreement without regard to Employee's continuing employment. To the extent necessary for this purpose, Employee's separation shall be considered a "termination without cause" under the Merger Agreement, the Employment Agreement and the Escrow and Contingent Stock Agreement.
Contingent Stock. As an inducement to the Company Owner to enter into this Agreement and to close the Merger:
