Retention Payments. The Vendors hereby direct the Purchaser to deduct the sum of $507,132 (the “Retention Adjustment”) from the cash portion of the Consideration payable at the Closing Time and to defray the cost of making the payments (the “Retention Payments”) to MFI’s employees listed on Schedule 2.5 who continue to be employed by MFI following the Closing Date (the “Listed Employees”). The parties confirm that the Consideration shall be reduced by the amount of the Retention Adjustment. [**](21). The timing and communication of the Retention Payments shall be coordinated between the Vendors and the Purchaser acting reasonably and in accordance with the following terms: (a) [**](22). (b) [**](23). (c) [**](24): (i) [**](25); or (ii) [**](26); (d) [**](27). In the event that the Retention Payments are not paid to Listed Employees as a result of the Listed Employee’s failure to sign a full and final release, such amounts shall be forthwith remitted to counsel for the Purchaser to be applied against any contingent or potential liability arising out of the termination of such Listed Employee. Within thirty (30) days of any payment referred to in this Section 2.5, the Purchaser shall deliver written confirmation to the Vendors setting out the purpose and amounts paid by MFI to the Listed Employee.
Appears in 3 contracts
Samples: Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.)
Retention Payments. The Vendors hereby direct the Purchaser to deduct the sum of $507,132 (the “Retention Adjustment”) from the cash portion of the Consideration payable at the Closing Time and to defray the cost of making the payments (the “Retention Payments”) to MFI’s employees listed on Schedule 2.5 who continue to be employed by MFI following the Closing Date (the “Listed Employees”). The parties confirm that the Consideration shall be reduced by the amount of the Retention Adjustment. [**](21)22. The timing and communication of the Retention Payments shall be coordinated between the Vendors and the Purchaser acting reasonably and in accordance with the following terms:
(a) [**](22)23.
(b) [**](23)24.
(c) [**](24):25:
(i) [**](25)26; or
(ii) [**](26)27;
(d) [**](27)28. In the event that the Retention Payments are not paid to Listed Employees as a result of the Listed Employee’s failure to sign a full and final release, such amounts shall be forthwith remitted to counsel for the Purchaser to be applied against any contingent or potential liability arising out of the termination of such Listed Employee. Within thirty (30) days of any payment referred to in this Section 2.5, the Purchaser shall deliver written confirmation to the Vendors setting out the purpose and amounts paid by MFI to the Listed Employee.
Appears in 1 contract
Samples: Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.)
Retention Payments. The Vendors hereby direct the Purchaser to deduct the sum of $507,132 (the “Retention Adjustment”) from the cash portion of the Consideration payable at the Closing Time and to defray the cost of making the payments (the “Retention Payments”) to MFI’s employees listed on Schedule 2.5 who continue to be employed by MFI following the Closing Date (the “Listed Employees”). The parties confirm that the Consideration shall be reduced by the amount of the Retention Adjustment. [**](21). The timing and communication of the Retention Payments shall be coordinated between the Vendors and the Purchaser acting reasonably and in accordance with the following terms:
(a) [**](22).
(b) [**](23).
(c) [**](24)::
(i) [**](25); or
(ii) [**](26);
(d) [**](27). In the event that the Retention Payments are not paid to Listed Employees as a result of the Listed Employee’s failure to sign a full and final release, such amounts shall be forthwith remitted to counsel for the Purchaser to be applied against any contingent or potential liability arising out of the termination of such Listed Employee. Within thirty (30) days of any payment referred to in this Section 2.5, the Purchaser shall deliver written confirmation to the Vendors setting out the purpose and amounts paid by MFI to the Listed Employee.
Appears in 1 contract
Samples: Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.)