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 Consultant shall accrue a bonus in an amount 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).
(ii) In the event during the Term of this Agreement the Company:
(A) engages in (i) a merger transaction, as a result of which the stockholders of the Company existing immediately before the consummation of such merger own beneficially less than 20% of the stock of the ultimate parent of the surviving entity immediately after the consummation of the merger where the Enterprise Value equals or exceeds a minimum value of $400 million or (ii) a sale of substantially all of the assets of the Company where the Enterprise Value equals or exceeds a minimum value of $400 million, the Consultant shall accrue a bonus in an amount determined by multiplying the Enterprise Value by 2.5% (a “Sale Transaction”); or
(B) engages in (i) a merger transaction, as a result of which the stockholders of the Company existing immediately before the consummation of such merger own beneficially 20% or more of the stock of the ultimate parent of the surviving entity immediately after the consummation of the merger where the Enterprise Value of the Company either at the effective date of the transaction or 12 months after the effective date of the transaction) equals or exceeds a minimum value of $250 million or (ii) a sale of substantially all of the assets of the Company where the Enterprise Value equals or exceeds a minimum value of $250 million, the Consultant shall accrue a bonus in an amount determined by multiplying the Enterprise Value by 2.5% (a “Combination Transaction”).
(iii) The accrued bonuses shall be payable to Consultant: (a) in the same form of the consideration received by the Company’s stockholders in full contemporaneously at the closing of any joint venture, Sale Transaction o...
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 the treatment of gastrointestinal disorders 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 gastrointestinal disorders 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).
(ii) The accrued bonuses shall be payable to Consultant: (a) in cash in full 5 business days after the closing of any Realization Transaction involving a sale or merger or financing, notwithstanding that the consideration for such merger or sale consists in whole or in part of securities of the acquiring company; or (b) in cash 5 full business days after the Company’s receipt of license fees at the rate of 0.5% of license fees actually received. The expiration or termination of this Agreement shall not terminate or diminish the Consultant’s right to receive bonus payments with respect to out licenses fees collected after the termination or expiration of this Agreement
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 the treatment of gastrointestinal disorders 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 gastrointestinal disorders 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).
(ii) The accrued bonuses shall be payable to Executive (a) in cash in full 5 business days after the closing of any Realization Transaction involving a sale or merger, notwithstanding that the consideration for such merger or sale consists in whole or in part of securities of the acquiring company; or (b) in cash 5 business days after the Company’s receipt of license fees at the rate of 0.5% of license fees actually received. The expiration or termination of this Agreement shall not terminate or diminish the Executive’s right to receive bonus payments with respect to out license fees collected after the termination or expiration of this Agreement.
(iii) The “Enterprise Value” in the case of a Change in Control in which consideration is payable to the Company in respect of its assets or business, shall mean the total cash and non-cash (including, without limitation, the assumption of debt) consideration received by the Company or in the case of a Change in Control in which consideration is payable to the Company’s stockholders, the total cash and non-cash (including, without limitation, the assumption of debt) consideration payable to the Company’s stockholders. “Enterprise Value” shall also include, if applicable, any cash or non-cash consideration payable to the Company or to the Company’s stockholders on a contingent,...
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. 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.
Realization Bonus i. In the event that within 30 years from the Effective Date,
(i) The Company engages in a merger transaction, or the stockholders of the Company sell their shares of the Company’s stock pursuant to a tender offer or similar transaction, in either case, as a result of which the stockholders of the Company existing immediately before the consummation of such merger or sale beneficially own less than 20% of the voting power of the stock of the Company or the ultimate parent of the surviving entity immediately after the consummation of the merger or sale, where the Enterprise Value equals or exceeds a minimum value of $400 million (and subsection B. doesn’t apply) or (ii) a sale of all or substantially all of the assets of the Company and its subsidiaries (determined on a consolidated basis) occurs, where the Enterprise Value equals or exceeds a minimum value of $400 million (and subsection B. doesn’t apply), then in either case of clauses (i) and (ii), the Executive shall accrue a bonus in an amount determined by multiplying the Enterprise Value by 1.0%.
(i) The Company engages in a merger transaction, or the stockholders of the Company sell their shares of the Company’s stock pursuant to a tender offer or similar transaction, in either case, as a result of which the stockholders of the Company existing immediately before the consummation of such merger or sale beneficially own less than 20% of the voting power of the stock of the Company or the ultimate parent of the surviving entity immediately after the consummation of the merger or sale, where the Enterprise Value equals or exceeds a minimum value of $1 billion or (ii) a sale of all or substantially all of the assets of the Company and its subsidiaries (determined on a consolidated basis) occurs, where the Enterprise Value equals or exceeds a minimum value of $1 billion, then in either case of clauses (i) and (ii), the Executive shall accrue a bonus in an amount determined by multiplying the Enterprise Value by 1.17%.
C. The Company engages in (i) a merger transaction, as a result of which the stockholders of the Company existing immediately before the consummation of such merger beneficially own 20% or more, but not more than 70%, of the voting power of the stock of the ultimate parent of the surviving entity immediately after the consummation of the merger, where the Enterprise Value of the Company (either at the effective date of the transaction or the first anniversary of the effective date of the tr...
Realization Bonus. In addition to the Bonus payable under Section 5 hereof, Executive shall be entitled during the Term of Engagement to an additional bonus upon the realization of an event that for a period of ninety (90) trading days, if the market price of the Company’s common stock is $6.25 per share (as adjusted for stock dividends, stock splits, recapitalizations and the like) or more and the average volume of the Company’s common stock daily trading volume is 1,500,000 or more, the Company shall pay Executive a Realization Bonus in an amount of Two Hundred Fifty Thousand ($250,000) dollars, which shall be payable by the Company in either cash or SEC registered common stock, or a combination thereof, as mutually agreed upon between Executive and the Company. Any stock portion of such Realization Bonus may be deferred at Executive’s discretion. The Realization Bonus will be paid within thirty (30) days of attaining the completion of the bonus requirements. The Company, at its sole discretion, may elect or not, to offer the Executive additional Realization Bonuses during the Employment Period.
Realization Bonus. In addition to the Bonus payable under Section 5 hereof, Executive shall be entitled to the following bonus event:
(a) In the event that prior to the Expiration Date, for a period of 90 consecutive trading days, the market price of the Company’s common stock is $6.25 per share (as adjusted for stock dividends, stock splits, recapitalizations and the like) or more and the value of the Company’s common stock daily trading volume is $625,000 or more, the Company shall pay or issue Executive a bonus in an amount of $2,000,000, which shall be payable by the Company in either cash or SEC registered common stock, or a combination thereof, as mutually agreed upon between Executive and the Company. Any stock portion of such Realization Bonus may be deferred at Executive’s discretion.
Realization Bonus. In addition to the Bonus payable under Section 5 hereof, in the event that prior to the Expiration Date, for a period of 90 consecutive trading days, the market price of the Company’s common stock is $4.00 per share (as adjusted for stock dividends, stock splits, recapitalizations and the like) or more and the value of the Company’s common stock daily trading volume is $900,000 or more (the “Realization Event”), the Company shall pay Executive a realization bonus in an amount of $2,000,000 (the “Realization Bonus”). The Realization Bonus shall be deemed earned upon the occurrence of the Realization Event and, provided that the Company has at least $15,000,000 in cash at the time of the Realization Event, the Realization Bonus shall be payable by the Company to Executive within thirty (30) days following the Realization Event in either cash or SEC registered common stock of the Company, or a combination thereof, as mutually agreed upon between Executive and the Company. In the event that the Company has less than $15,000,000 in cash at the time of the occurrence of the Realization Event, then a promissory note in the principal amount of the Realization Bonus to be paid to the Executive (i.e., $2,000,000) shall be promptly issued to the Executive from the Company (the “Realization Bonus Note”), which Realization Bonus Note shall bear interest at a nominal rate and shall be payable in full by the Company to Executive (in either cash or SEC registered common stock of the Company, or a combination thereof, as mutually agreed upon between Executive and the Company) upon the earlier of: (a) the date that the Company has at least $15,000,000 in cash; and (b) the occurrence of a Change of Control. For the avoidance of doubt, the failure of the Company to issue the Realization Bonus Note (due to administrative error or otherwise) shall not limit or abrogate the Company’s payment obligations contemplated by the preceding sentence and, as such, the Company shall be deemed to have issued the Realization Bonus Note on the terms set forth in the preceding sentence.
