Other Consideration Sample Clauses
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Other Consideration. As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.
Other Consideration. The Company shall pay the monthly management fees of Chatham Enterprises, LLC, relating to the aircraft which Executive has an ownership interest, consistent with terms of the existing management agreement, and any amendments, replacements or modifications thereto which change the management fee and which may be approved by the Company.
Other Consideration. In the case of a sale or other disposal of Licensee’s Licensed Product for value other than in an arm’s-length transaction exclusively for money, such as barter or counter-trade, the amount of such sale shall be calculated using the fair market value of such Licensed Product (if higher than the stated sales price) in the country of disposition.
Other Consideration. In any other form of legal consideration that may be acceptable to the Committee.
Other Consideration. The Corporation acknowledges that all compensation set forth herein shall be in addition to any and all consideration issued to the Executive in the form of shares of capital stock of the Corporation in accordance with the Exchange Agreement.
Other Consideration. Conaton shall receive additional consideration as follows:
i. The Midland Health Insurance Plan shall be available at normal employee rates during the Term and after the Term. Conaton's coverage shall be secondary to Medicare after he reaches age 65, and Conaton's spouse shall be covered until she reaches age 65 at which time her coverage shall be secondary to Medicare;
ii. During the Term, a car shall be provided by Midland consistent with the program in effect at the commencement of this Agreement;
iii. Use of the Midland plane shall be available secondary to Midland's business use;
iv. During the Term, Midland shall continue to pay club dues for the clubs Conaton was a member (and Midland was paying such dues for such clubs) at the commencement date of this Agreement;
v. No director fees shall be paid during the Term;
vi. Any existing stock options or stock grants of Conaton may be exercised at the earlier of the normal expiration date during the Term or for a period of three (3) years after the later of (x) the Expiration Date of this Agreement or (y) the date of retirement of Conaton as a member of the Board of Directors. Any future awards while a director during (or after the Term) will be equal to the stock awards of an outside director;
vii. Midland shall provide Conaton with an office in headquarters building during the Term;
viii. During the Term, Midland shall provide payment for Conaton's estate planning and annual tax preparation consistent with the current level of fees that were being paid at the commencement date of this Agreement; and
ix. On April 1, 2001, Midland shall provide for the payment in a single lump sum of Conaton's benefit from the Nonqualified Self-Directed Retirement Plan, and an additional payment equal to 45.6% of the benefit to provide for the payment of any federal, state and local income tax due on the payment of the benefit.
Other Consideration a) Upon entry of the Approval Order ML Media shall assign and transfer the following to a new escrow account to be established under the Sellers Escrow Agreement (the "NEW ESCROW"), provided that to the extent such transferred property constitutes property other than cash and cash equivalents, Century shall control such property so long as ownership continues in the New Escrow: (i) except as provided in section 1.3(c) or (d): (x) all of ML Media's rights under the JV Plan of Reorganization (defined below), and (y) all of ML Media's rights under the Acquisition Agreement, including the right to receive 50% of the Deferred Purchase Price and the right to receive funds otherwise payable from the Indemnity Escrow Account, (ii) all of ML Media's rights to any amounts held under the Escrow Agreement or the escrow with respect to the Citibank liens; (iii) all of ML Media's rights to the Transferred Assets; (iv) all of ML Media's rights to receive any refund payable with respect to pre-paid workers' compensation insurance for the Joint Venture; and (v) any proceeds of the foregoing received from the date hereof to the date the Approval Order is entered.
b) Upon the Approval Order becoming a Final Order: (i) ML Media and Century shall terminate the Estate Administration Agreement between them; and (ii) all property transferred to the New Escrow pursuant to paragraph (a) above and all proceeds thereof and earnings thereon shall be released to Century.
c) Upon entry of the Approval Order and notwithstanding anything to the contrary contained in the Estate Administration Agreement (which shall be suspended upon entry of the Approval Order), the Adelphia Parties shall perform all obligations of the Sellers, and assume all of the duties of the Sellers, under the Acquisition Agreement or the plan of reorganization of the Joint Venture (the "JV PLAN OF REORGANIZATION") and shall have the sole and exclusive right to exercise all rights of the Sellers (in each case other than those that are personal to ML Media such as sections 7.1(b) and the last sentence of section 7.7 of the Acquisition Agreement) under the Acquisition Agreement or the JV Plan of Reorganization, such rights shall include the sole and exclusive right to settle or dispute all Purchase Price Adjustments with the purchaser of the Joint Venture.
d) Effective upon entry of the Approval Order ML Media shall transfer all funds in the Plan Funding Reserve and the Disputed Claim Reserve to an account designated by...
Other Consideration. In further consideration of the sale by DE, and the purchase by THI, of the Assets, subject to the condition precedent set forth in this Agreement, at the Closing, THI shall issue to DE warrants to purchase 250,000 shares of THI common stock at an exercise price of $2.50 per share ("Warrants") and shall reserve such number of shares of its common stock for issuance upon exercise thereof. The Warrants shall be in the form and contain the terms and conditions attached hereto as Exhibit 3.
Other Consideration. The Investor shall have delivered in executed form, all necessary documentation to vest title in the Other Consideration in the Company.
Other Consideration. The Company shall use its best effort to cause the Board of Directors of the Company (i) to be comprised of a least three members and (ii) to include Employee, provided that Employee is a beneficial owner as of the record date for the election of directors of a minimum of five percent (5%) of the shares of the Company.
