Excess Consideration. If Landlord consents to the Transfer, Tenant shall pay to Landlord as additional rent, within ten (10) days after receipt by Tenant, any consideration paid by any transferee (the "Transferee") for the Transfer, including, in the case of a sublease, the excess of the rent and other consideration payable by the subtenant over the amount of Base Rent and Additional Rent payable hereunder applicable to the subleased space.
Excess Consideration. If Landlord consents to the assignment or sublease, Landlord shall be entitled to receive as additional Rent hereunder fifty percent (50%) of any consideration paid by the Transferee for the assignment or sublease and, in the case of a sublease, fifty percent (50%) of the excess of the rent and other consideration payable by the subtenant over the amount of Base Rent and Operating Cost Payments payable hereunder applicable to the subleased space.
Excess Consideration. The amount that a Holder would have realized following the Adjustment Event had the Call Option not been exercised by the Company until such time, minus the amount that such Holder realized due to the exercise of the Call Option; provided, however, that the amount of Excess Consideration will in all events be deemed to be at least zero.
Excess Consideration. If Landlord consents to the Transfer, Tenant shall pay to Landlord as Additional Rent, as and when received by Tenant, fifty percent (50%) of any Bonus Rent (as hereinafter defined) payable by or on behalf of any transferee (the “Transferee”) for or in connection with the Transfer. The term “Bonus Rent,” as used herein, means any and all rent and other consideration, whether denominated rent or otherwise, payable by or on behalf of the Transferee under the terms of the Transfer or any collateral agreement in excess of the Monthly Base Rent and Additional Rent payable hereunder (or in excess of the fair market value of any equipment or other goods or services included as part of the terms of the Transfer or any collateral agreement), less the reasonable cost of any improvements installed by the Tenant, at its expense, in the Premises pursuant to the Transfer for the specific subtenant or assignee (and approved by Landlord), reasonable attorneys’ fees incurred by Tenant in effecting the Transfer, reasonable leasing commissions actually paid by the Tenant in connection with the Transfer, moving allowances, free rent, or any other inducements necessary to secure an assignment or sublease with the proposed Transferee, without deduction for carrying costs due to vacancy or otherwise. During any period in which an Event of Default by Tenant has occurred and is continuing, then at Landlord’s option, upon written notice to the Transferee, Landlord may require the Transferee to pay all or any portion of such Bonus Rent directly to Landlord; provided, however, that Landlord’s acceptance or collection of the Bonus Rent will not be deemed to be a consent to any Transfer or a cure of any default under this Section 14 or any other provisions of this Lease. In the case of a sublease, the Bonus Rent shall be determined by comparing the rent and/or other consideration payable under the sublease to the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises (and the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises shall be determined by multiplying the Monthly Base Rent and Additional Rent by a fraction, the numerator of which is the Rentable Area of the subleased portion of the Premises and the denominator of which is the Rentable Area of the Premises).
Excess Consideration. If Landlord consents to the Transfer, Landlord -------------------- shall be entitled to receive as Additional Rent hereunder, fifty percent (50%) of all "Sublease Profits" (as defined below). "Sublease Profits" shall mean any consideration paid by the Transferee for the assignment or sublease and, in the case of a sublease, the excess of the rent and other consideration payable by the subtenant over the amount of Base Rent and Additional Rent payable hereunder applicable to the subleased space, less any and all direct, out-of-pocket expenses and cash concessions, including costs for necessary Alterations and brokerage commission, paid by Tenant to procure the assignee or subtenant. Tenant shall pay to Landlord as additional rent, within ten (10) days after receipt by Tenant, any such excess consideration paid by any transferee (the "Transferee") for the Transfer provided any capital expenditures and brokerage commissions in connection with any sublease shall be amortized over the term of the sublease.
Excess Consideration. If Landlord consents to the sublease, Landlord shall be entitled to receive as additional Rent hereunder an amount equal to fifty percent (50%) of the amount (if any) by which the total value of (x) any consideration paid by the Transferee the excess of the rent and other consideration payable by the subtenant over the amount of Base Rent and Additional Rent payable hereunder applicable to the subleased space, exceeds (y) the reasonable direct, out-of-pocket costs (such as, but not necessarily limited to, reasonable brokerage commissions, tenant improvement costs, attorneys’ fees, and other cash concessions as may be typical, reasonable and appropriate under then prevailing market conditions) actually and necessarily paid by Tenant to third parties not affiliated with Tenant to procure the assignment or sublease.
Excess Consideration. If Landlord consents to the Transfer, Tenant shall pay to Landlord as additional rent, within ten (10) days after receipt by Txxxxx, fifty percent (50%) of any consideration paid by any transfer (the “Transferee”) for the Transfer, including, in the case of a sublease, the excess of the rent and other consideration payable by the subtenant over the amount of Base Rent and Additional Rent payable hereunder applicable to the subleased space, after first deducting Tenant’s actual out-of-pocket costs incurred in subleasing or assigning such space including without limitation, rent concessions, attorney fees, brokerage commissions and tenant improvements.
Excess Consideration. In the event of an assignment of the Lease or a subletting of the Premises to any entity other than an Affiliated Entity, fifty percent (50%) of the cash consideration received by Tenant (but not any other non-cash consideration) from that assignment or sublease over the amount paid as Rent during the comparable period (the “Excess Consideration”) shall be paid to Landlord as Additional Rent on a monthly basis. In the event less than all of the Premises is subleased, a pro rata portion (calculated on a per square foot basis) of the Rent paid by Tenant shall be used in calculating the Excess Consideration. The reasonable leasing commissions paid by Tenant, the amortization of the cost of any improvements made to the Premises at Tenant’s cost for the assignee/sublessee, and other reasonable, out-of-pocket costs paid by Tenant to unaffiliated third parties in connection with the assignment/subletting shall be deducted in calculating the Excess Consideration. Within ten (10) days of the date the assignee/subtenant begins occupancy in the Premises, the Tenant shall send Landlord a copy of the executed Lease Assignment or Sublease, as applicable, and a detailed statement showing the calculation of the Excess Consideration, including the total consideration to be paid by the subtenant/assignee over the term of the assignment/subletting and any costs (to be accompanied by reasonable supporting documentation) to be deducted from that amount as permitted by this Section. Landlord shall have the right, one time during each sublease year, during business hours and upon prior reasonable notice to Tenant, to audit Tenant’s books and records to verify the accuracy of that statement.
Excess Consideration. If Landlord consents to a Transfer, Tenant shall pay to Landlord, as Additional Rent, within ten (10) days after receipt by Tenant, fifty percent (50%) of all “Transfer Consideration”, which shall mean any consideration paid or payable by the Transferee for the Transfer. In the case of a sublease, Transfer Consideration includes any “key money” or other non-rent consideration payable in connection with the sublease, plus the excess of the rent payable by the subtenant over the amount of Base Rent and Additional Rent payable hereunder applicable to the subleased space, less the direct, out-of-pocket expenses and costs for necessary Alterations and brokerage commission costs paid by Tenant to procure the subtenant. Any such costs for Alterations and brokerage commissions shall be amortized on a straight basis over the term of the sublease. In the case of an assignment (including any Transfer resulting from a change in ownership, merger or consolidation), Transfer Consideration includes the value of the Lease (whether or not expressly allocated or otherwise provided for in such transaction), including any improvements or alterations paid for by Landlord, and any other consideration paid or payable by the Transferee for the assignment of the Lease but shall not include any consideration unrelated to the value of this Lease, such as good will and the value of Tenant’s business operations (excluding any value of this Lease imputed therein).
Excess Consideration. (i) Following an Alternative Proposal or in the event the transactions contemplated by the Merger Agreement are consummated and the consideration per Share paid by Merger Co. is increased to in excess of $12.00 per Share (a "Merger Co. Increase"), Merger Co. may elect, by notice to the Stockholders, in lieu of purchasing such Stockholder's Shares, to receive from such Stockholder, and each Stockholder hereby agrees to pay to Merger Co. on demand, an amount equal to one-half of all Excess Consideration (determined in accordance with Section 1(c)(ii) below) of such Stockholder from the consummation of any Alternative Proposal for which a definitive agreement is entered into within the time periods contemplated by Section 8 below or pursuant to a Merger Co. Increase.
(ii) For purposes of this Section 1(c), the "Excess Consideration" of any Stockholder from any Alternative Proposal or a Merger Co. Increase shall equal the sum of (A)(1) the aggregate consideration received by such Stockholder pursuant to such (x) Alternative Proposal or (y) Merger Co. Increase valuing any non-cash consideration (including any residual interest in the Company) at its fair market value on the date of such consummation plus (2) the fair market value (which shall not be less than the purchase price per share of Company Common Stock set forth in the Alternative Proposal or a Merger Co. Increase) of all Shares of such Stockholder disposed of after the termination of the LOI or the Merger Agreement and prior to the date of such consummation, less (B) the product of (x) the number of Shares held by such Stockholder on the date of termination of the LOI or the Merger Agreement and (y) $12.00. An equivalent calculation shall be made with respect to any options sold and included as part of the calculation of Excess Consideration.
(iii) For purposes of this Section 1(c), the fair market value of any non-cash consideration consisting of:
(A) securities listed on a national securities exchange or traded on the New York Stock Exchange shall be equal to the average closing price per share of such security as reported on such exchange or New York Stock Exchange for the five trading days after the date of determination; and
(B) consideration which is other than securities of the form specified in clause (A) of this Section 1(c)(iii) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring...
