Leaver Arrangements Sample Clauses

Leaver Arrangements. (a) If a POM Founder leaves the Company as a Good Leaver prior to the expiry of the Earn-out Period, the following rules will apply: i. The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether paid or unpaid) portion of the Earn-out Amount, shall be entirely earned and not be subject to any reimbursement obligation of any kind; and ii. Any unvested Pro Rata Portion of the Earn-out Amount will be paid to such POM Founder upon achievement of the respective Milestones or any of its sub-parameters. (b) If a POM Founder leaves the Company as an Early Leaver prior to the expiry of the Earn-out Period, the following rules will apply: i. The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether paid or unpaid) portion of the Earn-out Amount, shall be entirely earned and not be subject to any reimbursement obligation of any kind; ii. A portion of such POM Founder’s unvested Pro Rata Portion of the Earn-out Amount will be paid to such POM Founder upon achievement of the respective Milestones or any of its sub-parameters, calculated pro rata temporis the time of the occurrence of the Early Leaver scenario in relation to a period of two (2) years. For example, in case of the occurrence of an Early Leaver scenario six (6) months following the Closing Date, the relevant POM Founder shall only be entitled to twenty-five percent (25%) of its Pro Rata Portion of the Earn-out Amount that is achieved after such Early Leaver termination; iii. The portion of the Earn-out Amount that is forfeited by the POM Founder leaving as an Early Leaver pursuant to Section 7.2(b)ii, will be allocated to the other remaining active POM Founders (on a pro rata basis vis-à-vis each other) and the Purchaser on the basis of a fifty-fifty (50-50) ratio. (c) If a POM Founder leaves the Company as a Bad Leaver prior to the expiry of the Earn-out Period, the following rules will apply: i. The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether unpaid or not) portion of the Earn-out Amount, shall be entirely earned and not subject to any reimbursement obligation of any kind; ii. The POM Founder who leaves as Bad Leaver will lose any right to any unvested Pro Rata Portion of the Earn-out Amount, even if the respective Milestones or any sub-parameters are met.
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Leaver Arrangements 
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Related to Leaver Arrangements

  • Other Arrangements Nothing in this agreement shall be construed to prevent or inhibit other arrangements or practices of any party state or states to facilitate the interchange of educational personnel.

  • Soft Dollar Arrangements On an ongoing basis, but not less often than annually, the Adviser will identify and provide a written description to the Board of all “soft dollar” arrangements that the Adviser maintains with respect to the Funds or with brokers or dealers that execute transactions for the Funds, if any, and of all research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party), if any, as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer.

  • No Other Arrangements The Acquiror Company is not a party to any agreement, contract or arrangement for services that would result, individually or in the aggregate, in the payment of any amount that would not be deductible by reason of Section 162(m), 280G or 404 of the Code. The Acquiror Company is not a “consenting corporation” within the meaning of Section 341(f) of the Code. The Acquiror Company does not have any “tax-exempt bond financed property” or “tax-exempt use property” within the meaning of Section 168(g) or (h), respectively of the Code. The Acquiror Company does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Authority in connection with any Tax matter. During the last two years, the Acquiror Company has not engaged in any exchange with a related party (within the meaning of Section 1031(f) of the Code) under which gain realized was not recognized by reason of Section 1031 of the Code. The Company is not a party to any reportable transaction within the meaning of Treasury Regulation Section 1.6011-4.

  • Special Arrangements Fees for activities of a non-recurring nature such as reorganizations, and/or preparation of special reports will be subject to negotiation.

  • Equity Arrangements On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive’s last date of employment with the Company that have not expired to become exercisable, or in the case of any then effective restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and