Other Consideration. As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.
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. (a) Sellers have advised Buyer that they have pledged Certificates of Deposits in the amount of $250,000 (the "CDs") and have each provided their personal indemnification to secure a bond in the amount of $487,150 ("the MHEC Bond") so that ICTS could be licensed by the Sate of Maryland's Higher Education Commission. Sellers have also advised Buyer that they have each provided their personal indemnification to secure a license for ICTS to operate in the state of Virginia and have guaranteed ICTS equipment leases. The terms of such pledges, indemnifications and guarantees are summarized in Schedule 2.3(a) and are collectively referred to as the "Seller Indemnities".
(b) ICTS shall use 20 percent of its Free Cash Flow to obtain the following in the order of priority indicated: (i) the release of the CDs to Sellers, then (ii) the release of Sellers from any remaining liability with respect to the MHEC Bond and then (iii) the release of Sellers from any liability with respect to any remaining Seller Indemnities. Within 30 days after the end of each calendar quarter, commencing the calendar quarter ending September 31, 2002, ICTS shall apply as aforesaid five percent of the estimated Free Cash Flow for the full fiscal year in which such quarter occurs. Within 90 days after the end of each such fiscal year, appropriate adjustment shall be made to reconcile estimated Free Cash Flow applications for the fiscal year to actual Free Cash Flow for such fiscal year. Any shortfall shall be applied by ICTS to the release of Seller Indemnities and any excess shall be carried over and applied to satisfy the application of Free Cash Flow required for the immediately succeeding fiscal year. Notwithstanding the foregoing, Buyer shall have the option to obtain the release of the Seller Indemnities by other means.
(c) To the extent, if any, the Seller Indemnities have not been fully released by December 31, 2003, ICTS shall substitute other ICTS assets in order to obtain such release.
(d) If a Seller's employment by ICTS is terminated without cause, after the Closing, then ICTS shall obtain the release of the Seller Indemnities made by such Seller by substituting other ICTS assets. However, if any of such Seller Indemnities is joint and several, ICTS shall have no obligation to make such substitution. Notwithstanding the above, if Louis Vescio's employment is terminated without cause, ICTS shall xxxxxx xxx xxlease of the Seller Indemnities made by Louis and Margaret Vescio.
(e) ...
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. 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. 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. 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.
