Realization Bonus. (i) In the event during the Term of this Agreement the Company enters into either a out-license agreement for any of its technology that grants exclusive marketing rights to a third party (and the license fees the Company contracts to receive (disregarding any contingencies to such payment) equals or exceeds $50 million) or enters into a joint venture in which the Company contributes such rights to the joint venture, in each case where the Enterprise Value (defined below) equals or exceeds the minimum value of $250 million, the Company shall accrue a bonus determined by multiplying the Enterprise Value (defined below) in the case of a joint venture or the sum of the license fees actually received in the case of an out license, as the case may be, by 0.5% (one half percent).
Realization Bonus. In connection with any sale of a business, the Executive shall be entitled to a Realization Bonus equal to (i) following a sale of Faneuil, 2.5% of the first $25,000,000 of Profit and 5% of any Profit in excess of $25,000,000; and (ii) following a sale of any other subsidiary of the Company, whether a Legacy Business (other than Faneuil) or a New Business, 5% of the Profit. Subject to the Executive’s continued employment with the Company as of the closing of the applicable sale of business, the Realization Bonus shall be paid to the Executive: (a) first as of the closing of the sale, in an amount that equals the Executive’s entitlement (i.e., 2.5% or 5% of Profit, as applicable) multiplied by the actual cash received by the Company as of the closing; and (b) then upon receipt by the Company of any earnouts or the relief of any sale restrictions on purchaser’s shares tendered for the sale, as applicable, any remaining portions of the Realization Bonus. Notwithstanding the foregoing, the CNCG Committee, in its sole discretion and consistent with its fiduciary obligations, may adjust the Realization Bonus up or down by no more than 25%.
Realization Bonus. (i) In the event during the Term of this Agreement the Company enters into either a out-license agreement for any technology relating to cancer or rheumatoid arthritis that grants exclusive marketing rights to a third party, engages in a merger transaction or a sale of substantially all of the assets of the Company that relate to the treatment of cancer or rheumatoid arthritis or enters into a joint venture in which the Company contributes such rights to the joint venture, in each case where the Enterprise Value (defined below) equals or exceeds the minimum value of $150 million, $200 million and $250 million in the first, second, third years of the Term or any years beyond the third year of the Term, respectively, (each, a “ Realization Transaction”), or the license fees the Company contracts to receive (disregarding any contingencies to such payment) equals or exceeds $50 million, the Company shall accrue a bonus determined by multiplying the Enterprise Value (defined below) in the case of a merger, sale or the sum of the license fees actually received in the case of an out license, as the case may be, by 0.5% (one half percent).
Realization Bonus. In addition to the Bonus payable under Section 5 hereof, Executive shall be entitled to either one of the following bonus events, whichever occurs earlier:
Realization Bonus. (i) In the event during the Term of this Agreement the Company enters into either a out-license agreement for any technology relating to cancer or rheumatoid arthritis that grants exclusive marketing rights to a third party, engages in a merger transaction or a sale of substantially all of the assets of the Company that relate to the treatment of cancer or rheumatoid arthritis or enters into a joint venture in which the Company contributes such rights to the joint venture, in each case where the Enterprise Value (defined below) equals or exceeds the minimum value of $150 million, $200 million and $250 million in the first, second, third years of the Term or any years beyond the third year of the Term, respectively, (each, a “ Realization Transaction”) and, in the case of a financing transaction, the Company receives not less than $20 million of gross proceeds; or the license fees the Company contracts to receive (disregarding any contingencies to such payment) equal or exceeds $50 million, the Consultant shall accrue a bonus in an amount determined by multiplying the Enterprise Value (defined below) in the case of a merger, sale, or financing or the sum of the license fees actually received, in the case of an out-license, as the case may be, by 0.5% (one half percent).
Realization Bonus. Upon the consummation of a Sale of the Company, a termination by the Company without Cause (as defined in Participant’s employment agreement with the Company signed on May 6, 2016 (the “Employment Agreement”)), or Participant’s resignation for Good Reason (as defined in the Employment Agreement) prior to the date that all of the Additional Grants under Section 1 have been granted, Participant will be entitled to receive either: (a) a cash bonus in an amount equal to the difference between the fair market value of the Award Shares then held by Participant and the fair market value of the Award Shares Participant would have received if he held five percent (5%) of the issued and outstanding shares of Common Stock of the Company (disregarding the fair market value attributable to shares disposed of by Participant prior to the Sale of the Company, termination without Cause or resignation for Good Reason), or (b) such Additional Grants as are necessary to increase the Participant’s total Award Shares granted hereunder to equal five percent (5%) of the shares of Common Stock issued and outstanding (clauses (a) or (b) hereof collectively, the “Realization Bonus”). The form of payment of the Realization Bonus in cash or in Common Stock shall be within the sole discretion of the Company. As used herein, “Sale of the Company” means: (i) a sale or other disposition of all or substantially all (more than 50% of the total gross fair market value of all of the assets of the Company immediately before such sale, determined without regard to any liabilities associated with such assets) of the Company to a person or persons acting as a group within the 12 month period ending on the date of the most recent sale to such person or group; (ii) a sale or other disposition of more than 50% of the combined voting power of the equity interests in the Company to a person or persons acting as a group within the 12 month period ending on the date of the most recent sale of equity interests to such person or group; or (iii) a merger or consolidation of the Company with or into another entity whereby the equity holders of the Company immediately prior to such merger or consolidation do not own 50% or more of the voting securities of the surviving company following such merger of consolidation. Notwithstanding the above, the term “Sale of the Company” shall not, however, include any future issuance of securities by the Company in a transaction designed to raise funds for its operation o...
Realization Bonus. (i) (A) With respect to the first Change in Control which closes prior to the closing of any Qualified Initial Public Offering, Executive shall be paid a cash bonus (a “Realization Bonus”) equal to the product of (1) 4.75% and (2) the Vested Percentage and (3) the Principal Stockholder Proceeds with respect thereto.
Realization Bonus i. In the event that within 30 years from the Effective Date,
Realization Bonus. (i) In the event during the Term of this Agreement the Company enters into either a out-license agreement for any of its technology that grants exclusive marketing rights to a third party or enters into a joint venture in which the Company contributes such rights to the joint venture, in each case where the Enterprise Value (defined below) equals or exceeds the minimum value of $150 million, $200 million and $250 million in the first, second, third years of the Term or any years beyond the third year of the Term, respectively, and, in the case of a financing transaction, the Company receives not less than $20 million of gross proceeds; or the license fees the Company contracts to receive (disregarding any contingencies to such payment) equal or exceeds $50 million, the Consultant shall accrue a bonus in an amount determined by multiplying the Enterprise Value (defined below) in the case of a joint venture or financing or the sum of the license fees actually received, in the case of an out-license, as the case may be, by 0.5% (one half percent).
Realization Bonus. In connection with any sale of a business, the Executive shall be entitled to a Realization Bonus equal to 5% of such sale price. For the avoidance of doubt, any proceeds received from the earn outs for Gainwell or NY Metro shall be considered a sale and Executive shall be entitled to 5% of such proceeds. Subject to the Executive’s continued employment with the Company as of the closing of the applicable sale of business, the Realization Bonus shall be paid to the Executive: (a) first as of the closing of the sale, in an amount that equals the Executive’s entitlement (i.e., 5% of the sale price) multiplied by the actual cash received by the Company as of the closing; and (b) then upon receipt by the Company of any earnouts or the relief of any sale restrictions on purchaser’s shares tendered for the sale, as applicable, any remaining portions of the Realization Bonus. For the avoidance of doubt, any Realization Bonus owed to Executive due to the proceeds received from the sale of certain Faneuil assets to TTEC on April 1, 2022 (including by way of release of any holdback or escrow) have been waived and no amounts are owed to Executive from such proceeds.
