Inducement Payments Sample Clauses

The Inducement Payments clause defines the terms under which one party may offer payments or incentives to another party to encourage a specific action or agreement. Typically, this clause outlines the conditions that must be met for such payments to be made, such as the successful completion of a transaction or the achievement of certain milestones. Its core practical function is to motivate desired behavior or cooperation by providing a financial incentive, thereby facilitating the successful execution of the contract or agreement.
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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or a member of the ▇▇▇▇▇▇▇▇ or Gershwind families or any trust established principally for members of the ▇▇▇▇▇▇▇▇ or Gershwind families or an executor, administrator or personal representative of an estate of a member of the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or a member of the ▇▇▇▇▇▇▇▇ or Gershwind families or any trust established principally for members of the ▇▇▇▇▇▇▇▇ or Gershwind families or an execu...
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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 $1,200,000, which amount shall be due and payable thirty (30) days after the occurrence of a Change in Control.
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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.
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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, ...
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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).
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Inducement Payments. 8.1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) shall not exceed £17 million.
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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.
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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.
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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, 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or a member of the ▇▇▇▇▇▇▇▇ or Gershwind families or any trust established principally for members of the ▇▇▇▇▇▇▇▇ or Gershwind families or an executor, administrator or personal representative of an estate of a member of the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or a member of the ▇▇▇▇▇▇▇▇ or Gershwind families or any trust established principally for members of the ▇▇▇▇▇▇▇▇ or Gershwind families or an executor, administrator or personal representative of an estate of a member of the ▇▇▇▇▇▇▇▇ or Gershwind families and/or their respective affiliates, acquires (...
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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 ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ agrees that rent shall be paid in lawful money of the United States via the ▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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) In addition to the Purchase Price to be paid at Closing, upon satisfaction of the conditions set forth in this Section 5, Buyer will make payments ("Contingent Payments") to Seller based upon 10% of the gross receipts as accrued by Buyer that exceed $7,500,000 during an Earnout Period (the "Annual Threshold") as a result of the sale of products and services that use or are based, in whole or in part, on the intellectual property transferred by Seller to Buyer (the "Ongoing Business"). An "Earnout Period" is a 12-month period. The first Earnout Period will commence on the first day of the calendar month following the Closing Date. The Contingent Payment may be payable for up to five Earnout Periods. The maximum amount of Contingent Payment payable by Buyer to Seller, during all Earnout Periods together, is $2,200,000. (b) Subject to the credit described in the last sentence of this Section 5(b) and the aggregate maximum amount described in Section 5(a), the Contingent Payments following the Closing Date, will be made in cash on a quarterly basis during the first three quarters of each Earnout Period using $1,875,000 as the quarterly threshold gross revenue target. The amount of the final quarterly payment will be determined using the Annual Threshold and the actual annual gross revenues during such Earnout Period and will subtract any quarterly payments previously made for such year. If at the end of each Earnout Period (other than the first Earnout Period) it is determined that the sum of the quarterly payments for such Earnout Period exceeds the actual payment due as determined on an annual basis ("Excess Payments"), such Excess Payments may be retained by the Seller, but will be credited against amounts due in future Earnout Periods. (c) The Contingent Payment, if any, due to Seller for the first quarterly period of the first Earnout Period shall be paid to Seller. The first $200,000 of Contingent Payments due to Seller for the second and subsequent quarterly periods (the "Holdback Amount") will be held by Buyer in a segregated interest bearing account and may be unconditionally released, upon five (5) days advanced written notice to Seller describing such liabilities, to compensate Buyer for any liabilities of Seller to Buyer under this Agreement and to compensate Buyer for any Excess Payments made during the first Earnout Period. The amount, if any, of the Holdback Amount remaining at the end of the ninth earnout quarter will be paid to Seller on such date. (d) In the event the net working capital as of the Closing Date of the Ongoing Business is less than $(658,000) (the "Target Number"), then Buyer shall be entitled to offset the amount of the difference against any Contingent Payments payable in accordance with this Section 5, thereby reducing the Contingent Payments payable and the maximum amount of Contingent Payments payable by the difference. In the event the net working capital as of the Closing Date is more than the Target Number, then Seller shall be entitled to an increase in the amount of the Contingent Payments payable at the end of the first Earnout Period in accordance with this Section 5 equal to the amount in excess of the Target Number, thereby increasing the maximum amount of Contingent Payments payable by the difference. Net working capital shall be the sum of accounts receivable and inventory minus accounts payable, accrued liabilities, and unearned revenue. (e) Any amounts paid by Buyer to Seller hereunder shall be used first to satisfy any claims for payment made by any third party against Seller.

  • 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-FOUR THOUSAND TWO HUNDRED SEVEN and 04/100 Dollars ($34,207.04) 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 (a) In the event that the Employment Term is terminated for any reason other than by the Company without Cause or by the Employee with Good Reason: (A) the Company shall pay to the Employee any Base Salary accrued hereunder on or prior to the date of termination but not theretofore paid to the Employee; and (B) the Employee shall be entitled, in accordance with the terms and conditions of the applicable plan, program or arrangement, to all benefits accrued under any benefit plans, programs or arrangements in which the Employee shall be a participant as of the date of termination, including any Bonus earned, declared and payable (but not yet paid) in accordance with Section 3(b) hereof in respect of the then current fiscal year, or if the Bonus in respect of the then current fiscal year has not yet been earned, declared and become payable, in respect of the fiscal year ended immediately prior to the date of termination (the "Accrued Benefits"). Notwithstanding the foregoing, the Bonus amount in respect of fiscal year 2000 under Section 3(b) shall be deemed earned, declared and payable. (b) Subject to paragraph (c) of this Section 11 below, in the event that the Employment Term is terminated by the Company without Cause or by the Employee for Good Reason: (A) the Company shall pay to the Employee any Base Salary accrued hereunder on or prior to the date of termination but not theretofore paid to the Employee; (B) the Company shall pay the Employee a lump sum amount equal to two (2) times the Employee's annual Base Salary at the time of the Employee's termination of employment; (C) the Company shall pay the Employee an amount equal to two (2) times the Bonus paid (or to be paid) to the Employee for the then current fiscal year, or if the Bonus in respect of the then current fiscal year has not yet been earned, declared and become payable, in respect of the fiscal year preceding the fiscal year in which such termination occurs; and