Inducement Payments Sample Clauses

Inducement Payments. A. If, within two (2) years after a Change in Control, the Associate’s “Circumstances of Employment” (as hereinafter defined) shall have changed, the Associate may terminate his employment by written notice to the Corporation given no later than ninety (90) days following such change in the Associate’s Circumstances of Employment. In the event of such termination by the Associate of his employment or if, within two (2) years after a Change in Control, the Corporation shall terminate the Associate’s employment other than for “Cause” (as hereinafter defined), the Corporation shall pay to the Associate, subject to the provisions of paragraph F of this Article FIRST and compliance by Associate with Article THIRD hereof, starting no earlier than on the fifth (5th) business day following the six (6) months’ anniversary of such termination (or death of Associate, if sooner), in cash, the “Special Severance Payment” (as hereinafter defined) as provided in Section E below. B. Change in Control shall be deemed to occur upon: (a) a change in ownership of the Corporation, which shall occur on the date that any one person, or more than one person acting as a “Group” (as defined under Section 409A of the Code (as defined hereunder)), other than Xxxxxxxx Xxxxxxxx or Xxxxxxxx Xxxxxxxxx or a member of the Xxxxxxxx or Gershwind families or any trust established principally for members of the Xxxxxxxx or Gershwind families or an executor, administrator or personal representative of an estate of a member of the Xxxxxxxx or Gershwind families and/or their respective affiliates, acquires ownership of stock of the Corporation that, together with stock held by such person or Group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation; provided, however, that, if any one person or more than one person acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Corporation; (b) a change in the effective control of the Corporation, which shall occur on the date that (1) any one person, or more than one person acting as a Group, other than Xxxxxxxx Xxxxxxxx or Xxxxxxxx Xxxxxxxxx or a member of the Xxxxxxxx or Gershwind families or any trust established principally for members of the Xxxxxxxx or Gershwind families or an execu...
Sample 1Sample 2Sample 3See All (11)
AutoNDA by SimpleDocs
Inducement Payments. A. Subject to the provisions of paragraph G of this Article FIRST, if a "Change in Control" (as hereinafter defined) shall occur, the Corporation shall pay to the Executive, in cash, the amount of $2,000,000, which amount shall be due and payable thirty (30) days after the occurrence of a Change in Control.
Sample 1
Inducement Payments. Subject to the provisions of this Agreement and the Executive’s compliance with Article THIRD hereof, in the event that the Executive incurs a termination of employment within one year after a Change of Control (as hereinafter defined) either by the Parent or the Employer (or any successor to the Parent or the Employer after the Change of Control) without “Cause” (as hereinafter defined, but determined without regard to clause (4) of such definition) or by the Executive with “Good Reason” (as hereinafter defined), the Employer (or any successor thereto) shall pay to the Executive a single lump sum cash payment equal to the “Special Severance Payment” and the Special Severance Bonus (as such terms are hereinafter defined). The Special Severance Payment shall be paid to the Executive on the fifth (5th) business day following the six (6) months’ anniversary of such termination (or on the fifth (5th) business day following the death of the Executive, if sooner). The Special Severance Bonus shall be paid to the Executive in a single lump sum cash payment on the date that bonuses are paid under the Executive Bonus Plan, but in no event later than March 15th of the calendar year following the calendar year in which the Executive’s employment terminates. Notwithstanding the foregoing, the Executive shall not be entitled to any payment under this Part A unless prior to the date such payment is required to be made to the Executive, the Executive delivers to the Employer an executed General Release substantially in the form attached as Exhibit A hereto.
Sample 1
Inducement Payments. The combined value of the Inducement Payment and the Additional Inducement Payment shall be an amount equal to One Million Two Hundred and Fifty Thousand Dollars 00/100 ($1,250,000) the (“Total Inducement Payment”). The Total Inducement Payment shall be paid to Landlord on Monday, May 30, 2005 by drawing down the amount of the Security Deposit (valued at the time of this Second Amendment at $2,500,000) in an amount equal to the Total Inducement Payment and paying the proceeds to Landlord. The remaining amount of $1,250,000 shall thereafter constitute the Security Deposit under the Lease (subject to further reduction pursuant to Section 10 below). The amount of the Total Inducement Payment is fixed and, regardless of the 2nd Floor Commencement Date (defined below) or the Actual 6th Floor Surrender Date (defined below), shall not change. The Total Inducement Payment is being given by Tenant in consideration for Landlord’s agreement to the Tenant Benefits (defined below).
Sample 1
Inducement Payments. In order to induce FundQuest to hire Envestnet as its provider of Platform Services, Envestnet agrees to make certain payments to FundQuest: A. Upfront Payment: Envestnet will pay FundQuest an amount equal to [*** ] as payment to induce FundQuest to enter into this transaction. Such payment may be utilized, at FundQuest’s complete discretion, to facilitate the restructuring of FundQuest or for any other costs associated with this Agreement.
Sample 1
Inducement Payments. If, within two (2) years after a Change in Control, the Associate’s “Circumstances of Employment” (as hereinafter defined) shall have changed, the Associate may terminate his employment by written notice to the Corporation given no later than ninety (90) days following such change in the Associate’s Circumstances of Employment. In the event of such termination by the Associate of his employment or if, within two (2) years after a Change in Control, the Corporation shall terminate the Associate’s employment other than for “Cause” (as hereinafter defined), the Corporation shall pay to the Associate, subject to the provisions of paragraph F of this Article FIRST and compliance by Associate with Article THIRD hereof, in cash, the “Special Severance Payment” (as hereinafter defined) as provided in Section E below.
Sample 1
Inducement Payments. 8.1 Xxxxxx Xxxxxxxx shall (to the extent permitted by law) pay £17 million (inclusive of VAT except to the extent that such VAT is recoverable) to Newco if: (A) a Competing Proposal (or any amendment, variation or revision of such proposal) is announced prior to the Acquisition lapsing or being withdrawn or, if earlier, prior to the expiry of 6 months from the date of this agreement and such Competing Proposal subsequently becomes or is declared wholly unconditional or is completed; or (B) the Independent Directors withdraw or adversely modify their recommendation of the Scheme or Offer and subsequently the Scheme or Offer lapses or is withdrawn. The total amount payable under this clause 8.1 (excluding VAT that is recoverable by Xxxxxx Xxxxxxxx) shall not exceed £17 million.
Sample 1
AutoNDA by SimpleDocs
Inducement Payments a. As an inducement to Landlord to exercise either the Substitution Right or the Early Termination Right and in consideration of Landlord's agreement to relocate (or reduce) the Current Premises or to terminate the Lease early pursuant thereto, as the case may be, and thereby reduce the amount of rent payable by Tenant under the Lease, Tenant hereby agrees to pay to Landlord the amount of Five Hundred Thousand Dollars ($500,000.00) (the "Inducement Payment") plus an additional payment (the "Additional Inducement Payment") pursuant to the schedule set forth below: SUBSTITUTION DATE OR EARLY TERMINATION DATE ADDITIONAL INDUCEMENT PAYMENT ------------------------------------------- ----------------------------- January 1, 2004 - June 30, 2004 $1,500,000.00 July 1, 2004 - December 31, 2004 $1,000,000.00 January 1, 2005 - June 30, 2005 $750,000.00 July 1, 2005 - December 31, 2005 $500,000.00 January 1, 2006 - June 30, 2006 $250,000.00 On or after July 1, 2006 $0 b. Both the Inducement Payment and the Additional Inducement Payment shall be paid by Tenant in immediately available funds of lawful money of the United States of America on or before the date that is thirty (30) days prior to the Early Termination Date or the scheduled Substitution Date, as the case may be. If Landlord does not exercise its right under Paragraph 7.d. below, the Inducement Payment and the Additional Inducement Payment shall constitute additional rent payable by Tenant under the Lease. Notwithstanding anything contained in the Lease to the contrary, if Tenant fails to pay any portion of either the Inducement Payment or the Additional Inducement Payment when due, then, notwithstanding anything contained herein to the contrary, then, at Landlord's option exercised by written notice to Tenant within ten (10) days after such payment was due, the Substitution Notice or the Early Termination Notice, as the case may be, shall be void and of no further force or effect. If Landlord does not exercise its right to void the Substitution Notice or the Early Termination Notice, as the case may be, pursuant to the preceding sentence, then the Substitution Notice or the Early Termination Notice, as the case may be, shall remain in full force and effect and Landlord shall have the right to pursue all remedies available to Landlord under the Lease for the collection of rent. c. Notwithstanding anything contained in this Paragraph 5 to the contrary, if the Substitution Date or the Early Termination Date, ...
Sample 1

Related to Inducement Payments

  • Upfront Payment Upon the execution of this Agreement, the Lessee shall pay to the Lessor the following: (check one) ☐ - First Month’s Rent of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) ☐ - Last Month’s Rent of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) ☐ - Security Deposit of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) POSSESSION. Possession shall commence on [MM/DD/YYYY], unless otherwise agreed upon. The Lessor shall use due diligence to give possession as nearly as possible at the beginning of the Term. The Rent shall be prorated in consideration of any delay in providing possession, but the Term shall not be extended as a result of such delay. The Lessee shall make no other claim against the Lessor for the delay in obtaining possession of the Premises.

  • Rent Payments Xxxxxx agrees to pay rent to the Landlord during the term of this Lease in equal monthly installments of $975, which shall be paid on or before the first day of the month. Xxxxxx agrees that if rent is not paid in full on or before 1st day of the month, Tenant will pay a late charge of $97.50 as allowed by applicable Georgia law.The prorated rent from the commencement of this Lease to the first day of the following month is $975, which amount shall be paid at the execution of this Lease. Xxxxxx agrees that rent shall be paid in lawful money of the United States via the Xxxxx Residents App. Rent payments shall be made payable to and mailed or delivered to the following address: P.O. Box 17942 Atlanta, GA 30316. All notices from Tenant to Landlord under this Lease and applicable Georgia law shall be delivered to the above address. Xxxxxx agrees that rent will be deemed paid only once Landlord or Landlord’s agent receives the rent monies, either by mail or by delivery to the above address. If there are multiple Tenants signed to this Lease, all such Tenants are jointly, severally and individually bound by, and liable under, the terms and conditions of this Lease. A judgment entered against one Tenant shall be no bar to an action against other Tenants.

  • Contingent Payments (a) Following the Closing and as additional consideration for the Securities, Buyer shall make, or cause the Acquired Entities to make, to Sellers (subject to the terms and conditions set forth in this Section 1.4) additional cash payments based on the performance of the Acquired Entities during each of the twelve month periods ending (i) December 31, 2006, (ii) December 31, 2007, (iii) December 31, 2008 and (iv) December 31, 2009 (each, a “Contingent Payment Period”). With respect to each Contingent Payment Period, Buyer shall make, or cause the Acquired Entities to make, to Sellers cash payments in an aggregate amount equal to the amount, if any, by which EBITDA during such Contingent Payment Period exceeds $8,000,000 (each such excess, if and to the extent earned for any such Contingent Payment Period, a “Contingent Payment”). The Contingent Payment, if any, for each Contingent Payment Period shall be paid by Buyer or (at Buyer’s direction) the Acquired Entities as follows: (A) Buyer or (at Buyer’s direction) the Acquired Entities shall pay to each Seller an amount equal to 50% of such Seller’s Pro Rata Share of such Contingent Payment in accordance with Section 1.4(b) below and (B) Buyer or (at Buyer’s direction) the Acquired Entities shall pay to each Seller an amount equal to 50% of such Seller’s Pro Rata Share of such Contingent Payment on April ___, 2012. (b) Within five (5) Business Days following Buyer’s receipt of its audited consolidated financial statements for a particular Contingent Payment Period, but in any event within 95 days following the last day of each Contingent Payment Period, Buyer’s board of directors (the “Board”) shall deliver to each Seller (i) a copy of such financial statements, if such financial statements have been delivered to Buyer as of such date, (ii) a statement (a “Calculation Notice”) setting forth in reasonable detail Buyer’s calculation of the Contingent Payment (if any) for such Contingent Payment Period and

  • Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-SEVEN THOUSAND THREE HUNDRED SIXTEEN and 74/100 Dollars ($37,316.74) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

  • Termination Payments In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this paragraph 4:

  • Other Payments You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

  • Settlement Payments On the first Business Day of each month (“Interest Settlement Date”), Agent will advise each Lender by telephone, fax or telecopy of the amount of such Lender’s share of interest and fees on each of the Loans as of the end of the last day of the immediately preceding month. Provided that such Lender has made all payments required to be made by it under this Agreement, Agent will pay to such Lender, by wire transfer to such Lender’s account (as specified by such Lender on the signature page of this Agreement or the applicable Assignment and Acceptance Agreement, as amended by such Lender from time to time after the date hereof or in the applicable Assignment and Acceptance Agreement) not later than 3:00 p.m. Toronto time on the next Business Day following the Interest Settlement Date, such Lender’s share of interest and fees on each of the Loans. Such Lender’s share of interest on each Loan will be calculated for that Loan by adding together the Daily Interest Amounts for each calendar day of the prior month for that Loan and multiplying the total thereof by the Interest Ratio for that Loan. Such Lender’s share of the Unused Line Fee described in subsection 2.3(A) shall be an amount equal to (a)(i) such Lender’s average Revolving Loan Commitment during such month, less such Lender’s average Daily Loan Balance of the Revolving Loan for the preceding month, multiplied by (b) the percentage required by subsection 2.3(A). Such Lender’s share of all other fees paid to Agent for the benefit of Lenders hereunder shall be paid and calculated based on such Lender’s Commitment with respect to the Loans on which such fees are associated. To the extent Agent does not receive the total amount of any fee owing by Borrower under this Agreement, each amount payable by Agent to a Lender under this subsection 9.8(A)(4) with respect to such fee shall be reduced on a pro rata basis. Any funds disbursed or received by Agent pursuant to this Agreement, including, without limitation, under subsections 9.7, 9.8(A)(1), and 9.9, prior to the Settlement Date for such disbursement or payment shall be deemed advances or remittances by GE Canada Finance, in its capacity as a Lender, for purposes of calculating interest and fees pursuant to this subsection 9.8(A)(4).

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one (1) year in duration shall be prorated on this basis. Except as provided in Article 16, Section C, Subdivision 4 which pertains to the separation payment to retirees, the separation payment will be made in cash.

  • Payments From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

  • Non-Payment The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!