Sale of Division Sample Clauses

Sale of Division. Subject to the terms hereof, if the Company sells substantially all of the assets of a Division or the capital stock of a Subsidiary to a non-Affiliate of the Company, and the following conditions are satisfied (i) such sale does not constitute (or is included as a part of) a Major Transaction as of the date of the closing of such sale and (ii) the Company distributes to its stockholders all or a portion of the consideration received by the Company in such sale (the amount distributed being the “Distribution Amount”), then the Company shall pay Executive the amount equal to Executive’s Percentage multiplied by the Distribution Award Amount (as defined below); provided that Executive is employed by the Company at the time of such sale, or that Executive was employed by the Company within the previous 180 days of such sale and Executive was terminated as a result of a Qualifying Separation. The term “Distribution Award Amount” shall mean the product of the Distribution Amount multiplied by 1.5%.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Sale of Division. If the Company sells substantially all of its business assets to an entity (the "Purchaser") which is not controlled by Dumaines Trust or Amoskeag, you will be entitled to receive the Change in Control Severance Benefits on the effective date of such sale. In determining such benefits, the hospitalization or medical reimbursement plan in effect immediately preceding such effective date shall be continued in effect without change (except any change that may be mandated by law) for the period for which you are entitled to coverage. Notwithstanding the foregoing, the Change in Control Severance Benefits shall not be payable if you enter the employment of the Purchaser, or if you fail to enter such employment but the Purchaser offers you the following: (i) employment in a senior executive position having authority and responsibility comparable to your authority and responsibility with the Company immediately preceding the sale, and (ii) compensation and benefits at least as great as provided to you by the Company immediately preceding the sale, including without limitation severance benefits in the event of your termination of employment with the Purchaser at least as great as herein provided (but not conditioned on a change in control of the Purchaser). Notwithstanding the preceding sentence, the vesting set forth in Subsection 5(d) shall be required on the effective date of the sale, regardless of any subsequent events. For the purpose of determining whether the Purchaser is controlled by Dumaines Trust or Amoskeag, control shall mean the ownership of voting rights sufficient to elect at least a majority of the members of the Board of Directors of the Purchaser.
Sample 1Sample 2
Sale of Division. In the event the Company sells all or substantially all of the assets of the Division (a "Sale"), while the Employee is employed by the Division, the Company shall terminate this Agreement, and the Employee's interest hereunder, in which event the Employee will be entitled to receive, in cash, the amount equal to the greater of (i) the Deferred Benefit Amount as of the end of the month preceding the Sale or (ii) an amount equal to five percent (5%) of the amount, if any, by which the "Sale Value" of the Division exceeds the Starting Date Value of the Division irrespective of any vesting requirements. For purposes of this paragraph 4, "Sale Value" shall mean the amount of the cash and non-cash proceeds received upon the sale of the Division. In computing Sale Value, proceeds shall be reduced by all expenses incurred in effecting such Sale, including but not limited to the fees and expenses incurred in employing brokers, investment bankers, appraisers, attorneys and accountants and if sales proceeds consist of non-cash consideration (for example, notes or stock), the value of such non-cash consideration shall be agreed to by the Company and the Employee; if the Company and the Employee do not agree as to such value, the value of the non-cash consideration shall be determined by a third party arbitrator acceptable to both the Company and the Employee. (Regardless of the value of such non-cash consideration, the Company may elect to pay the Employee the cash equivalent of such non-cash consideration or pay to the Employee, in kind, the non-cash consideration, when, as and if paid to the Company.) The Sale of the Division does not constitute a liquidation or cessation of the Division's business pursuant to Section 1.6 hereof.
Sample 1
Sale of Division. You will be entitled to receive the incentives described in paragraphs 2 and 3 below upon the closing of the sale (the "Sale") on or before December 31, 1998 of the Company's Communication Products Division (the "Division") (or a subsidiary of the Company to which the assets of the Division are contributed). The Sale for purposes of this agreement will not be deemed to have occurred in the event of a change in control of a majority of the Company's voting stock, whether effected by merger, sale of assets, sale or exchange by the stockholders of shares of the Company's stock, or otherwise.
Sample 1
Sale of Division. If during the term of this Agreement and while Executive is the general manager of the Operating Room Division substantially all of the assets of the Operating Room Division (but only the Operating Room Division Assets) are sold to an unaffiliated third party, Mediware shall pay to Executive one percent (1%) of the amount Mediware realizes in excess of $5 million dollars from the sale during Executive's employment; provided that the amount payable to the Executive under this section shall not exceed $100,000. If Executive is terminated by Mediware or the acquiring third party (assuming the third party acquired Executive's contract and associated obligations) as a result of the sale of substantially all of the assets of the Operating Room Division, the Executive shall be entitled to receive twelve months compensation as set forth in Section 5(e) plus the full amount of his bonus potential as set forth in Section 3(b) for that fiscal year, payable by the Company or by the acquiring third party in twelve equal monthly installments.. Until the earlier of the end of the twelve-month period immediately following the termination of employment, or the commencement of the provision of health benefits to the Executive by a successor employer, the Company will pay for Executive's full COBRA premiums, if he so elects COBRA. If the Company or the third party acquiring all of the assets of the Operating Room Division (i) requests that the Executive continue to provide services to third party or the Company after the closing of the acquisition or sale of the Operating Room Division assets and (ii) agrees to pay the Executive compensation for the Executive's services at a rate at least equal to the Executive's compensation in effect as of the date immediately preceding the date on which the acquisition or sale of the Operating Room Division assets consummated, the Executive must provide such services for at least 90 days, unless the third party or the Company terminates Executive's services without Cause prior to the end of such 90-day period. If the Executive fails to fulfill the requirement of the preceding sentence for any reason, then the Executive will not be eligible for payments under this Paragraph 5(g). On the other hand, if the Executive does fulfill such requirement and the Executive's employment is subsequently terminated by such third party within the twelve month period following the acquisition or sale of the Operating Room Division assets, then the Executi...
Sample 1
Sale of Division. In the event the Company sells all or substantially all of the assets of a Division (a "Sale"), while the Employee is employed by the Company, the Company shall terminate this Agreement as to such Division, and the Employee's interest hereunder, in which event the Employee will be entitled to receive, in cash, the amount equal to the greater of (i) the Deferred Benefit Amount as of the end of the month preceding the Sale or (ii) an amount equal to two and one-half percent (2-1/2%) of the amount, if any, by which the "Sale Value" of Resin Technology, or three percent (3%) of the amount, if any, by which the Sale Value of X.X. Xxxxxx Company, exceeds the Starting Date Value of such Division, as the case may be, irrespective of any vesting requirements. Notwithstanding the foregoing, if, at the time of Sale of a division, any remaining division has a negative cumulative Operating Profit for the periods referenced in paragraph 2 hereof, the amounts payable under the preceding sentence shall be reduced by such negative amount and the cumulative Operating Profit of each such division shall be increased to zero.
Sample 1
Sale of Division. Each Purchaser covenants and agrees that it shall vote all Preferred Shares or Common Shares which it owns or subsequently acquires in favor of the proposed sale by the Company, described in the SEC Documents, of substantially all of the assets of the Government Technology Division of the Company to Strategic Technology Systems, Inc., a Nevada corporation.
Sample 1
AutoNDA by SimpleDocs

Related to Sale of Division

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of Assets Subject to the terms and conditions set forth below, Seller agrees to assign, sell and transfer to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interest in and to the assets, properties and business (except for Excluded Assets) of every kind and description, wherever located, real, personal, tangible or intangible, used solely by or otherwise relating solely to the Stations as the same shall exist on the Closing Date (as defined herein) (collectively, the Station Assets”). Seller agrees that the Station Assets on the Closing Date shall be free and clear of any and all liens, claims, petitions, charges and encumbrances of any nature whatsoever (“Liens”), and shall include: (a) the Licenses and any and all other FCC authorizations pertaining to the Stations set forth on Schedule 1(a) hereto; (b) any and all pending applications before the FCC which relate solely to the Stations; (c) all books and records relating solely to the Stations; (d) all of Seller’s proprietary information, technical information, demographic and market data, coverage maps, diagrams and the like which relate solely to the Station or to the future business of the Stations; (e) all of the Seller’s land, leases, land purchase contracts, tower registrations, tower permits relating solely to the Stations, including but not limited to all rights, title and interest under the leases, subleases, licenses, occupancy agreements or other contracts relating solely to the Stations, as set forth on Schedule 1(e) hereto (collectively the “Real Property”); (f) all of the Seller’s right, title and interests under existing agreements, contracts, commitments, leases relating solely to the operation of the Stations as more fully described on Schedule 1(f) hereto; and (g) all of the Seller’s supplies, equipment, inventories and other property purchased but not installed, as and relating solely to the operation of the Stations, as set forth on Schedule 1(g) hereto. In connection with the purchase of Station Assets, Buyer shall assume and agree to pay, perform and discharge when due the following obligations arising in connection with the Station Assets and operation of the business, as the same shall exist on the Closing Date (collectively, the “Assumed Liabilities”): (i) those liabilities arising from the Station Assets that are scheduled by Seller in Schedule 3.6 set forth herein and agreed upon by both Parties, (ii) all obligations of Seller under the leases, contacts and other agreements included in the Station Assets arising and to be performed on or after the Closing Date, but excluding any such obligations arising or to be performed prior to the Closing Date.

  • Sale of Shares The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), and of the laws governing the sale of securities in the various states ("Blue Sky Laws") under the following terms and conditions: Distributors (i) shall have the right to sell, as agent on behalf of the Issuer, shares authorized for issue and registered under the 1933 Act, and (ii) may sell shares under offers of exchange, if available, between and among the funds advised by Fidelity Management & Research Company ("FMR") or any of its affiliates.

  • Issuance and Sale of Shares The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, shares of common stock (the “Placement Shares”) of the Company, par value $0.0001 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The offer and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which has been or will be declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue Common Stock. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

  • Basis of Sale of Shares Distributor does not agree to sell any specific number of Shares. Distributor, as agent for the Trust, undertakes to sell Shares on a best efforts basis only against orders therefor.

  • Purchase and Sale of Securities The Adviser shall purchase securities from or through and sell securities to or through such persons, brokers or dealers as the Adviser shall deem appropriate in order to carry out the policies with respect to portfolio transactions as set forth in the Trust's Registration Statement and its current Prospectus or Statement of Additional Information, as amended from time to time, or as the Trustees may direct from time to time. Nothing herein shall prohibit the Trustees from approving the payment by the Trust of additional compensation to others for consulting services, supplemental research and security and economic analysis.

  • Merger, Consolidation and Sale of Assets Not Liquidation For purposes of this Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not constitute a liquidation, dissolution or winding up of the Issuer.

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!