Minimum Consideration. Notwithstanding the foregoing, in no event shall a “Change of Control” be deemed to occur for purposes of this Agreement, whether prior to or following a Public Offering, unless the total consideration for the transaction or transactions which would, absent this provision, constitute a Change of Control, has a value that is equal to or greater than $3.75 per share of common stock of the Employer or Holdings, as applicable (the “Minimum Value”); provided, however, that such Minimum Value shall be adjusted to reflect changes to such common stock in the event of a stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, or other similar change in the structure or capitalization of the Employer or Holdings, or any other event which in the discretion of the Board necessitates such an adjustment.
Minimum Consideration. Any other provision hereof notwithstanding, in no event shall the Minimum Consideration be less than $55,500,000, and no reduction shall be made under Section 14.4 that would result in the Minimum Consideration being less than $55,500,000.
Minimum Consideration. Enrolled Claimants may be entitled to Minimum Consideration under this Agreement, as set forth herein.
a) For each Enrolled Claimant, the Claims Administrator must calculate Minimum Consideration for each Eligible Field and in the aggregate as follows:
i) For each of the Enrolled Claimant’s Eligible Fields, the Claims Administrator must multiply the Planted Soybean Acres for the Eligible Field times twenty dollars ($20.00) per acre.
ii) The Claims Administrator must then multiply the resulting amount by the Enrolled Claimant’s Crop Share for the Eligible Field to determine the Enrolled Claimant’s Minimum Consideration for that Eligible Field.
iii) The Claims Administrator must then add together the Minimum Consideration for each Eligible Field of the Enrolled Claimant to produce an aggregate Minimum Consideration.
b) For each Enrolled Claimant, the Claims Administrator must calculate a Default Payment amount, which is the lower of: (i) the aggregate Minimum Consideration for the Enrolled Claimant; or (ii) one-thousand five-hundred dollars ($1,500.00)
c) If, for any Enrolled Claimant, the Total Claimant Field Loss Payment is less than the Default Payment amount, then the Enrolled Claimant will receive a Default Payment, not a Benchmark Payment. If, for any Enrolled Claimant, the Total Claimant Field Loss Payment is equal to or more than the Default Payment amount, then the Enrolled Claimant will receive a Benchmark Payment, which will be equal in amount to the Total Claimant Field Loss Payment.
d) The total of all Default Payments to all Enrolled Claimants must not exceed the Minimum Consideration Cap. The Claims Administrator must apply the Minimum Consideration Cap as set forth in this Section 17.d only after both: (i) the time to initiate any appeal under the Agreement has expired; and (ii) all appeals are resolved.
i) If the total of all preliminary Default Payment amounts for Enrolled Claimants eligible to receive a Default Payment is equal to or less than the Minimum Consideration Cap, then their Default Payments will equal the amounts calculated in accordance with Section 17.b.
ii) If the total of all preliminary Default Payment amounts for Enrolled Claimants eligible to receive a Default Payment exceeds the Minimum Consideration Cap, then the Claims Administrator must calculate reduced Default Payments to determine an Adjusted Claim Amount as follows:
(1) First, total all preliminary Default Payment amounts for all Enrolled Claimants eligible to rec...
Minimum Consideration. For every calendar month beginning with the month of May, 2006 and ending June, 2009, if Merger Sub produces Gross Billings and EBITDA equal to or greater than twenty percent (20%) ox the Minimum Base Case Billings and Minimum Base Case EBITDA for such month, WEB xxxx xxxburse the sum of $31,333 in cash to the Members as more particularly provided for in the Consideration Agreement (with such disbursements being the "Minimum Consideration"). For any calendar month for which there is no Minimum Base Case Billings or Minimum Base Case EBITDA specified in Section 0(x), xhe Minimum Base Case Billings and Minimum Base Case EBITDA shall be equal to the xxplicable amount for the applicable quarterly Reporting Period divided by three.
Minimum Consideration. 2 1.4 CLOSING; CONDITION TO OBLIGATIONS. . . . . . . . . . . . . . . . . . 3 1.5 DOCUMENTS TO BE DELIVERED AT CLOSING . . . . . . . . . . . . . . . . 4 1.6
Minimum Consideration. The minimum consideration for each Contributor's Interests (such consideration with respect to such Contributor is hereinafter referred to as such Contributor's "Consideration") shall be set forth in the Contributor's Supplemental Acquisition Exhibit, subject to the terms and provisions of Article IV hereof providing for adjustments to each Contributor's Consideration based on closing adjustments. The Consideration will be paid to each Contributor at the Final Closing in cash, a number of shares of Common Stock (which will be valued based on the IPO price of the Common Stock) and/or a number of units of limited partnership in the Operating Partnership ("Units") (which will be valued based on the IPO price of the Common Stock).
Minimum Consideration. For any month in which Minimum Consideration is to be disbursed, WEB will disburse the applicable Minimum Consideration to the Members in the following proportions: MEMBER PERCENTAGE ---------------------------- --------------- Marc Smith 39.51 Keith Xxxxxxxx 22.66 Steve Xxxxxxx 17.86 Kathlexx Xxxxxxx 16.31 Ken Guxxxx 3.16 Doug Fxxxx 0.50
Minimum Consideration. In consideration of the Employee’s covenants under Sections 3, 4 and 5, the Company shall pay to the Employee a minimum aggregate amount equal to one million U.S. Dollars ($1,000,000.00), payable in sixty (60) equal monthly installments in the amount of sixteen thousand six hundred sixty six and sixty seven cents U.S. Dollars ($16,666.67) each. The first such monthly payment shall be due and payable on the month following Closing and each payment thereafter shall be due and payable on the first (1st) day of each of the fifty nine (59) months thereafter. The obligations set out in this Section 6 are in addition to those set out in Section 1 of this Agreement and the Company’s obligations to make the payments set forth in this Section 6 shall not terminate for any reason unless Employee is in breach of this Agreement.
Minimum Consideration. Notwithstanding the foregoing --------------------- provisions of Section 2.02 providing for the possible surrender of Units by Xxxxxxx depending upon the level of cumulative net operating income for Weeks' third-party brokerage business in Nashville, Xxxxxxx will be entitled to retain and not surrender to Weeks 8,000 Units (i.e., Units having an initial face value of Two Hundred Thousand Dollars ($200,000) at Twenty-Five Dollars ($25) per Unit) issued to Xxxxxxx pursuant to this Agreement.
Minimum Consideration. At any Closing, the funds paid by Purchaser for Common Stock shall not be less than One Million U.S. dollars ($1,000,000.00). **CONFIDENTIAL TREATMENT REQUESTED
