Common use of Management Incentive Clause in Contracts

Management Incentive. (a) Unless Incentive Shares have previously been delivered pursuant to Section 2(b) below, immediately prior to the consummation of a Sale Transaction, in consideration of the value Xxxxxxx shall have brought to the business of the Company, the Company shall deliver to Xxxxxxx the Incentive Shares. In the event that at any time following consummation of such Sale Transaction, there shall be any reduction of the purchase price, or the Stockholders or the Company are required to make any indemnification or similar payment in respect of such Sale Transaction, then within five business days of such reduction or indemnification payment, Xxxxxxx shall pay to each of Xxxx and, if applicable, Foxtrot, such amount as shall be necessary to ensure that the net amount that each Stockholder receives in respect of such Sale Transaction (after giving effect to any such reduction or indemnification payment) is equal to the amount such Stockholder would have received had the Incentive Payment Amount and Raymond’s Incentive Shares been calculated based on an Equity Value equal to the original Equity Value less the amount of such reduction or indemnification payment (the “Trued-up Amount”), provided, however, that in no event shall Xxxxxxx be required to pay an aggregate amount that would result in Xxxxxxx receiving less than its Trued-up Amount.

Management Incentive. (a) Unless Incentive Shares have previously been delivered pursuant to Section 2(b) below, immediately prior to the consummation of a Sale Transaction, in consideration of the value Xxxxxxx Xxxxxx shall have brought to the business of the Company, the Company shall deliver to Xxxxxxx Xxxxxx the Incentive Shares. In the event that at any time following consummation of such Sale Transaction, there shall be any reduction of the purchase price, or the Stockholders or the Company are required to make any indemnification or similar payment in respect of such Sale Transaction, then within five business days of such reduction or indemnification payment, Xxxxxxx Xxxxxx shall pay to each of Xxxx Xxxxx and, if applicable, FoxtrotXxxxxxx, such amount as shall be necessary to ensure that the net amount that each Stockholder receives in respect of such Sale Transaction (after giving effect to any such reduction or indemnification payment) is equal to the amount such Stockholder would have received had the Incentive Payment Amount and Raymond’s Xxxxxx’x Incentive Shares been calculated based on an Equity Value equal to the original Equity Value less the amount of such reduction or indemnification payment (the “Trued-up Amount”), provided, however, that in no event shall Xxxxxxx Xxxxxx be required to pay an aggregate amount that would result in Xxxxxxx Xxxxxx receiving less than its Trued-up Amount.

Management Incentive. (a) Unless Incentive Shares have previously been delivered pursuant to Section 2(b) below, immediately prior to the consummation of a Sale Transaction, in consideration of the value Xxxxxxx shall have brought to the business of the Company, the Company shall deliver to Xxxxxxx the Incentive Shares. In the event that at any time following consummation of such Sale Transaction, there shall be any reduction of the purchase price, or the Stockholders or the Company are required to make any indemnification or similar payment in respect of such Sale Transaction, then within five business days of such reduction or indemnification payment, Xxxxxxx shall pay to each of Xxxx Xxxxx and, if applicable, FoxtrotXxxxxx, such amount as shall be necessary to ensure that the net amount that each Stockholder receives in respect of such Sale Transaction (after giving effect to any such reduction or indemnification payment) is equal to the amount such Stockholder would have received had the Incentive Payment Amount and Raymond’s Incentive Shares been calculated based on an Equity Value equal to the original Equity Value less the amount of such reduction or indemnification payment (the “Trued-up Amount”), provided, however, that in no event shall Xxxxxxx be required to pay an aggregate amount that would result in Xxxxxxx receiving less than its his Trued-up Amount.

Management Incentive. (a) Unless Incentive Shares have previously been delivered pursuant to Section 2(b) below, immediately prior to the consummation of a Sale Transaction, in consideration of the value Xxxxxxx Xxxxxx shall have brought to the business of the Company, the Company shall deliver to Xxxxxxx Xxxxxx the Incentive Shares. In the event that at any time following consummation of such Sale Transaction, there shall be any reduction of the purchase price, or the Stockholders or the Company are required to make any indemnification or similar payment in respect of such Sale Transaction, then within five business days of such reduction or indemnification payment, Xxxxxxx Xxxxxx shall pay to each of Xxxx Xxxxx and, if applicable, FoxtrotXxxxxxx, such amount as shall be necessary to ensure that the net amount that each Stockholder receives in respect of such Sale Transaction (after giving effect to any such reduction or indemnification payment) is equal to the amount such Stockholder would have received had the Incentive Payment Amount and Raymond’s Xxxxxx’x Incentive Shares been calculated based on an Equity Value equal to the original Equity Value less the amount of such reduction or indemnification payment (the “Trued-up Amount”), provided, however, that in no event shall Xxxxxxx Xxxxxx be required to pay an aggregate amount that would result in Xxxxxxx Xxxxxx receiving less than its his Trued-up Amount.