Covenant Consideration Sample Clauses

Covenant Consideration. In further consideration of the covenants and obligations referenced in Section 4 of this Letter and your provision of the Services (as defined in Section 6 of this Letter, (a) subject to the approval of the Compensation Committee of Parent’s Board of Directors, effective as of the Effective Time, you will be granted an award of fully vested shares of Parent common stock with an aggregate grant date fair value of $150,000 (the “Shares”) under the Parent’s Amended and Restated 2011 Omnibus Incentive Compensation Plan, as amended or restated from time to time, or any successor plan thereto (the “Equity Plan”), (b) effective as of the Effective Time, you will receive a lump sum cash payment in an aggregate amount of $200,000 (the “Cash Payment”), and (c) effective as of the Effective Time, the written release substantially in the form attached as Exhibit A to your CIC Agreement will be revised to provide for a mutual unconditional release by the Parent and its affiliates (including the Company and its affiliates) of you (other than with respect to your obligations or restrictions arising under or referred or described in this Letter (including Annex A hereto) or with respect to any liability arising out of your fraud or willful misconduct in connection with, or relating to, your employment with the Company and its affiliates). The Shares will be subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchase, or other transfers or dispositions, whether directly or indirectly, from the Effective Time until the second anniversary of the Effective Time (or, if earlier, your death or a “Change of Control” (as defined in the Equity Plan)) and all laws, rules, and regulations applicable to you; provided that such lock-up shall not apply to Shares withheld, sold or otherwise transferred to Parent to satisfy the applicable tax withholding in connection with the grant of the Shares.
Sample 1
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Covenant Consideration. The parties hereto acknowledge and agree ---------------------- that no portion of the consideration payable to Xxxxxxx pursuant to the Merger Agreement has been separately allocated to the covenants and obligations of Xxxxxxx set forth in this Agreement.
Sample 1
Covenant Consideration. In addition to the Price, Buyer shall pay the Shareholders, collectively, One Hundred Thousand Dollars ($100,000) at the time of Closing for the covenants not to compete contained within the employment agreements to be signed by Buyer, Aurora and the Shareholders.
Sample 1

Related to Covenant Consideration

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Stock Consideration 3 subsidiary...................................................................53

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

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