Equity Fee. The Company shall pay to Cerberus a non-refundable standby equity fee of 1% of an amount equal to (x) $161,500,000 minus (y) the product of (i) $1.50 and (ii) the number of shares of Class A Common Shares of the Company purchased by the Purchasers pursuant to this Agreement on the Closing Date (the "Equity Fee") at the earlier to occur of (A) the Closing, (B) upon the consummation of the transactions contemplated by the Merger Agreement (whether or not the transactions contemplated by this Agreement are consummated, (C) the date on which the Company or any of the Company's officers, directors or affiliates (the "Company Representatives") enters into an agreement, arrangement or understanding (including without limitation a letter of intent or commitment letter (any such agreement, arrangement or understanding, an "Acceptance") with respect to any transaction relating to EXCO or any EXCO Subsidiary as a replacement for or instead of this Agreement (except to the extent such Acceptance was entered into after the Purchasers terminated this Agreement pursuant to Section 11(b)(iii) ) and (D) receipt of a Break-Up Fee.
Equity Fee. PSS shall receive warrants to purchase Common Stock (the "Warrants") equal to 10% of the shares underlying the transaction. Such Warrants shall have an exercise price equal to the price paid by the Investors at closing, shall contain standard anti-dilution, net exercise and registration rights provisions, and shall have an exercise period of 4 years.
Equity Fee. In lieu of full cash payment of the amounts due to CS under the Engagement Letter, CS agrees to receive $4,500,000, representing the amount due to CS under the Engagement Letter (the “Equity Fee”), in the form of shares of common stock, par value $0.0001 (the “Common Stock”), of the Company. The Company hereby agrees to issue to CS (and/or its designees) 450,000 shares of Common Stock (the “Shares”) as payment in full of the Equity Fee. CS acknowledges and agrees that upon issuance and receipt of the Shares, all obligations of the Company and its subsidiaries with respect to amounts due to CS under the Engagement Letter shall have been satisfied in full and no further obligation with respect to amounts due to CS under the Engagement Letter shall exist.
Equity Fee. On the Closing Date, the Loan Parties shall pay the Equity Fee to ACFS (and the Loan Parties hereby authorize the Agent to deduct from the sales of the Notes by the Loan Parties the unpaid amount of such Equity Fee);
Equity Fee. The fees payable to MLV in connection with an Equity Transaction shall be negotiated in good faith based on the type of Equity Transaction consummated and shall be in accordance with general industry standards for such transaction.
Equity Fee. Any unvested equity awards previously granted by the Company to Executive will accelerate on the Effective Date. In addition, on the Effective Date, Executive will receive a grant of 600,000 shares of restricted common stock (the “Equity Fee”) which restrictions shall lapse with respect to 1/12th of the Equity Fee each month during the Transition Period. The Equity Fee shall be subject to the terms and conditions of a separate award agreement.
Equity Fee. IMH also has adopted the 2010 IMH Financial Corporation Stock Incentive Plan (the “IMH Equity Plan”). Subject to the terms of this Section 7.3, promptly after the Effective Date, the IMH Board shall recommend to the Compensation Committee of the IMH Board that the Consultant be granted a stock option (the “Option”) under the IMH Equity Plan to purchase 150,000 shares of IMH’s common stock. The Option shall be granted with an exercise price per share equal to the Fair Market Value (as defined in the IMH Equity Plan) of a share of IMH’s common stock on the grant date, which Fair Market Value shall be determined based on the conversion price of the NWRA Convertible Loan. Subject to the Consultant’s continued service during the Term under this Agreement on each vesting date, the Option shall vest and become exercisable in thirty six (36) substantially equal monthly installments, with the first installment vesting on the last day of the month following the month in which the grant date occurs and an additional installment vesting on the last day of each of the thirty five (35) months thereafter. The Option may also become vested as provided in Section 8. The Option shall have an ordinary term of ten (10) years, and shall be granted under and subject to the terms and conditions of the IMH Equity Plan and IMH’s form option agreement approved for use under the IMH Equity Plan. During the Term, the Consultant shall also be eligible to receive additional equity awards under the IMH Equity Plan pursuant to which various types of equity based fees (the “IMH LT Equity Bonus”) may be awarded to Consultant in the sole discretion of the Compensation Committee of the IMH Board.
Equity Fee. The Company shall pay an equity fee to DMB Associates, Inc. ("DMB Associates"), an Affiliate of DMB, in an amount equal to one percent of all Capital Contributions and Optional Contributions made by DMB to the Company. The fees payable hereunder shall be paid as and when the applicable Capital Contributions and/or Optional Contributions are received by the Company.
Equity Fee. The Company shall pay EFUND a fee of 10% of the Company in the form of a Convertible Preferred Stock. A copy of the terms is included as an Exhibit to this Agreement.
