MATERIAL ASSET DISPOSITION BONUS Sample Clauses

MATERIAL ASSET DISPOSITION BONUS. In the event of a Material Asset Disposition, as defined below, in consideration of the services performed by the Executive and consistent with the prior terms of the Executive's employment, the Company (or, in the case of clause (iii) below, the spin-off entity or, in default thereof, the Company) shall pay to the Executive within 15 days of the consummation of such Material Asset Disposition, a cash bonus equal to .25% of the consideration (valued as set forth below) received by the Company or its shareholders as a result of such Material Asset Disposition. A "Material Asset Disposition" as used herein means, without duplication for the same matter: (i) a transaction which results in a majority of the equity interest in the Company being beneficially owned by any "person," including any "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than any of the Company's present Affiliates; (ii) a sale or series of sales by the Company of subsidiaries, divisions, assets (other than marketable securities), or operating businesses representing in the aggregate 20% or more of the Company's 1998 budgeted EBITDA and each such sale after such threshold has been reached; (iii) a spin off, or series of spin offs, of any of the Company's divisions, operating businesses or subsidiaries that meet the 1998 budgeted EBITDA threshold set forth in (ii) above which is followed by a subsequent Extraordinary Transaction (as defined above, but with reference to the spun off entity rather than the Company) of the subsidiary, division or business spun off within five years following such spin off; or (iv) any transaction which results in any one or more of the Company's divisions, subsidiaries or operating businesses, representing in the aggregate 20% or more of the Company's EBITDA, being owned by a third party. In the event a Material Asset Disposition is consummated in one or more steps, including, without limitation, by way of second-step merger, any additional consideration paid or to be paid in any subsequent step in the Material Asset Disposition in respect of (x) subsidiaries, divisions, assets (other than marketable securities), or operating businesses of the Company and (y) capital stock of the Company (and any securities convertible into, or options, warrants or other rights to acquire, such capital stock) shall be included for purposes of calculating the bonus payable pursuant to this Section 4(e). "Consideration" shall not include the ...
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MATERIAL ASSET DISPOSITION BONUS. In the event of a Material Asset Disposition, as defined below, in consideration of the services performed by the Executive and consistent with the prior terms of the Executive's employment, the Company (or, in the case of clause (iii) below, the spin-off entity or, in default thereof, the Company) shall pay to the Executive immediately before the consummation of such Material Asset Disposition, a cash bonus equal to the Bonus Percentage of the consideration (valued as set forth below) received by the Company or its shareholders as a result of such Material Asset Disposition; provided, however, that if the Material Asset Disposition giving rise to the cash bonus contemplated by this Section 4(d) is the consummation of the AIMCO Merger, the Company shall pay such cash bonus immediately after the consummation of the AIMCO Merger, and the amount of such cash bonus shall be equal to .25% of the consideration (valued as set forth below) received by IFG or its shareholders as a result of the consummation of the AIMCO Merger (not including the value of the distribution of shares of the Company to shareholders of IFG). The Bonus Percentage shall be .25% if the Executive is a consultant to the Company, or makes himself reasonably available to consult for the Company with respect to the assets and liabilities of the Company as they existed immediately after the spin-off of Insignia/ESG Holdings, Inc. to the Company's shareholders, at the time the definitive agreement regarding such Material Asset Disposition is executed. The Bonus Percentage shall be .5% if the Executive is an employee of the Company (for this purpose only, the word "employee" not including a consultant under this Agreement), whether under this Agreement or otherwise, at the time the definitive agreement regarding such Material Asset Disposition is executed. If the Executive has been Terminated For Cause, or is otherwise not employed by the Company and not available to consult for the Company, at the time the definitive agreement regarding such Material Asset Disposition is executed, then the Bonus Percentage shall be 0%.
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MATERIAL ASSET DISPOSITION BONUS. In the event of a Material Asset Disposition, as defined below, in consideration of the services performed by the Executive and consistent with the prior terms of the Executive's employment, the Company (or, in the case of clause (iii) below, the spin-off entity or, in default thereof, the Company) shall pay to the Executive immediately before the consummation of such Material Asset Disposition, a cash bonus equal to the Bonus Percentage of the consideration (valued as set forth below) received by the Company or its shareholders as a result of such Material Asset Disposition. The Bonus Percentage shall be .25% if the Executive is a consultant to the Company, or makes himself reasonably available to consult for the Company at the time the definitive agreement regarding such Material Asset Disposition is executed. The Bonus Percentage shall be .5% if the Executive is an employee of the Company (for this purpose only, the word "employee" not including a consultant under this Agreement), whether under this Agreement or otherwise, at the time the definitive agreement regarding such Material Asset Disposition is executed. If the Executive has been Terminated For Cause, or is otherwise not employed by the Company and not available to consult for the Company, at the time the definitive agreement regarding such Material Asset Disposition is executed, then the Bonus Percentage shall be 0%.
Sample 1
MATERIAL ASSET DISPOSITION BONUS. In the event of a Material Asset Disposition, as defined below, in consideration of the services performed by the Executive and consistent with the prior terms of the Executive's employment, the Company (or, in the case of clause (iii) below, the spin-off entity or, in default thereof, the Company) shall pay to the Executive immediately before the consummation of such Material Asset Disposition, a cash bonus equal to one percent (1%) of the consideration (valued as set forth below) received by the Company or its shareholders as a result of such Material Asset Disposition. A "Material Asset Disposition" as used herein means, without duplication for the same matter: (i) a transaction which results in a majority of the equity interest in the Company being beneficially owned by any "person" or "persons," including any "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than any of the Company's present Affiliates; (ii) a sale or series of sales by the Company of subsidiaries, divisions or assets (other than marketable securities), or operating businesses, regardless of size; (iii) a spin off, or series of spin offs, of any of the Company's divisions, operating businesses or subsidiaries which is followed by a subsequent
Sample 1

Related to MATERIAL ASSET DISPOSITION BONUS

  • Asset Disposition If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • Asset Dispositions, etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except:

  • Asset Dispositions Make any Asset Disposition except:

  • Early Disposition The Employee agrees to notify the Company in writing immediately after the Employee transfers any Option Shares, if such transfer occurs on or before the later of (a) the date two years after the date of this Agreement or (b) the date one year after the date the Employee acquired such Option Shares. The Employee also agrees to provide the Company with any information concerning any such transfer required by the Company for tax purposes.

  • No Disposition, Etc The Pledgor shall not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Pledged Securities, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Securities, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement.

  • REO Disposition Within 30 days following an REO Disposition, the Servicer shall provide to the Master Servicer a statement of accounting for the related REO, including without limitation, (i) the loan number of the related Mortgage Loan, (ii) the date such Mortgaged Property was acquired in foreclosure or by deed in lieu of foreclosure, (iii) the date of REO Disposition, (iv) the gross sales price and related selling and other expenses, (v) accrued interest calculated from the date of acquisition to the disposition date and (vi) such other information as the related trustee may reasonably request.

  • Subordinated Disposition Fee If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

  • Asset Sales (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

  • Permitted Acquisition Prior to consummation of a Permitted Acquisition, the Borrower shall have delivered to Lender complete and correct copies of each document and agreement executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits thereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower and the parties thereto relating to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. Borrower shall have the power, and shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have been duly executed and delivered by Borrower and, to Borrower’s knowledge, each of the other parties thereto and will be the legal, valid and binding obligation of Borrower and to Borrower’s knowledge, such other parties, enforceable against Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall have been fulfilled in all material respects and, as of the date of the consummation of the Permitted Acquisition, the Permitted Acquisition Documents shall not have been amended or otherwise modified and there shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.”

  • Recovery Event To the extent of cash proceeds received in connection with a Recovery Event which are in excess of $5,000,000 in the aggregate and which are not applied to repair or replacement costs in accordance with Section 6.6(a)(ii), immediately following the 180th day occurring after the receipt by a Credit Party of such cash proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (v) below).

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