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Stock Position Sample Clauses

Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company's common stock equal to a three percent (3%) post Vend-in of I.P. ownership interest in the Company (the Position"). The Position shall be based on the capital structure of the Company post Vend-in of I.P. (taking into account any and all shares issued relating to the Vend-in of I.P., initial contracts, and initial acquisition of any assets), post reverse stock split (if any), post initial financing, and after any other initial issuance of stock (including issuance to the Company's directors and/or officers). Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3. (ii) Certificate evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(e)(i) herein (the "Actions"), but in no case later than eleven (11) months following the Effective Date hereof. In the event that all Actions have not been completed by the eleventh month anniversary of this Agreement, Seller shall transfer to Buyer shares comprising the Position on that date and shall issue additional shares as necessary following completion of the Actions. (iii) The Shareholder Resolution whereby the majority of the shareholders of the Company agree to the issuance of the Position. (iv) The effective date of all Shares transferred pursuant to this Section 3 shall be the Effective Date of this Agreement and shall be memorialized on the face of the certificates evidencing such shares.
Sample 1Sample 2Sample 3See All (9)
Stock Position. The most senior F-3 that wishes a lateral move will be awarded the position. If there is no F-3 wishing to move, the most senior F-2 wishing the position with the required qualifications will be advanced.
Sample 1Sample 2Sample 3See All (4)
Stock Position. The most senior F-3 stockperson that wishes the advancement will be advanced to the position. If there are no F-3 stockpersons wishing the advancement, it will be offered to the rest of the F-3 classification and so on until a qualified person is found. If no one in the next lower classification wishes the position, it will be offered to the next lower classification and so on.
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Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall on the Closing Date issue and deliver to Seller two hundred fifty thousand (250,000) warrants of the Company which are immediately exercisable at an exercise price of twenty five cents ($0.25) with a term of three (3) years, and a cashless exercise option; seven hundred fifty thousand (750,000) fully paid, non-assessable restricted shares of the Company’s common stock and one year from the date of closing the Company shall issue an additional seven hundred fifty thousand (750,000) fully paid, non-assessable restricted shares of the Company’s common stock (collectively the “Position”). Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3. (ii) Certificate(s) evidencing the Position shall be issued and delivered to the Seller no later than twelve (12) months following the Effective Date hereof. (iii) The effective date of all Shares transferred pursuant to this Section 3 shall be the Effective Date of this Agreement and shall be memorialized on the face of the certificates evidencing such shares. (iv) Notwithstanding anything contained herein to the contrary, the Anniverary Stock shall be issued to the Seller on the one (1) year anniversary of the closign date, provided, however, that in the event that the Company or the Buyer makes a claim for indemnification pursuant to Section 7(a) prior to the one (1) year anniversary, in addition to any other remedies available to the Company and the Buyer set forth herein, the number of shares of the Anniverary Stock shall be reduced by the result of the following amount: (a) the amount of the indemnity claim pursuant to Section 7(a); divided by (b) the five (5) day average price per share as quoted on the OTCBB or other electronic quotation system.
Sample 1Sample 2
Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company’s common stock equal to a one and one half percent (1.5%) immediately after the Merger (as defined in Section 14 herein) ownership interest in the Company (the “Position”). The Position shall be based on the capital structure of the Company post Merger (taking into account any and all shares issued relating to the Merger). The Position shall be non-dilutable with respect to (a) any transactions involving any company listed in Exhibit A during the nine (9) month period immediately following the Merger as defined in Section 14 and (b) any financings that are made by the Company during the four (4) month period immediately following the Merger as defined in Section 14. Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3. (ii) Certificate(s) evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(e)(i) herein (the “Actions”), but in no case later than eleven (11) months following the Effective Date hereof. In the event that all Actions have not been completed by the eleventh month anniversary of this Agreement, Seller shall transfer to Buyer shares comprising the Position on that date and shall issue additional shares as necessary following completion of the Actions.
Sample 1Sample 2
Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company’s common stock equal to a three percent (3.00%) post Merger (as defined in Section 15 herein) ownership interest in the Company (the “Position”). The Position shall be based on the capital structure of the Company (to include all common and preferred stock) post Merger (taking into account any and all shares issued relating to the Merger, initial contracts, and/or initial acquisition of any assets), post reverse stock split (if any), post initial financing (whether that initial financing be a single round or in multiple tranches over a period of time), and after any other initial issuance of stock (including issuance to the Company’s directors and/or officers). Buyer and Company shall take all steps necessary to fully effectuate the provisions of this Section 3. Green Building & Engineering Contractors, LLC/RCYT/Stock Purchase Agreement, Page 2 of 21 (ii) Certificate(s) evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(e)(i) herein (the “Actions”), but in no case later than eleven (11) months following the Effective Date hereof. In the event that all Actions have not been completed by eleven (11) months from the Effective Date, Buyer and/or Company shall transfer to Seller shares comprising the Position as of that date and shall issue additional shares as necessary following completion of the Actions. (iii) Within five (5) calendar days from the date the Actions are completed, Buyer and/or Company shall notify Seller in writing that all Actions have been completed. (iv) Within ten (10) calendar days from the date the Actions are completed (“Position Due Date”), Buyer and/or Company shall deliver fully executed copies of Exhibit 2 and Exhibit 3 (attached hereto) to the Company’s Transfer Agent with an instruction letter stating the appropriate number of shares to be issued and delivered to Seller via overnight delivery. Should Buyer and/or Company fail to issue and deliver the appropriate Position to Seller by the Position Due Date, Seller shall be owed its three percent (3.00%) Position based upon the issued and outstanding capital stock of the Company from the date the shares are finally issued and delivered to Seller. Should the Company experience a material decline in stock value from the Position Due Da...
Sample 1
Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall on the Closing Date issue and deliver to Seller two hundred fifty thousand (250,000) warrants of the Company which are immediately exercisable at an exercise price of twenty five cents ($0.25) with a term of three (3) years, and a cashless exercise option; seven hundred fifty thousand (750,000) fully paid, non-assessable restricted shares of the Company’s common stock and one year from the date of closing the Company shall issue an additional seven hundred fifty thousand (750,000) fully paid, non-assessable restricted shares of the Company’s common stock (collectively the “Position”). Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3. (ii) Certificate(s) evidencing the Position shall be issued and delivered to the Seller no later than twelve (12) months following the Effective Date hereof. (iii) The effective date of all Shares transferred pursuant to this Section 3 shall be the Effective Date of this Agreement and shall be memorialized on the face of the certificates evidencing such shares.
Sample 1

Related to Stock Position

  • Return to Former Position (a) An employee who has had at least 12 months' continuous service with an employer immediately before commencing part-time employment after the birth or placement of a child has, at the expiration of the period of such part-time employment or the first period, if there is more than one, the right to return to his or her former position. (b) Nothing in Clause 2.4.3(a) shall prevent the employer from permitting the employee to return to his or her former position after a second or subsequent period of part-time employment.

  • New Position An approved position not reflected in the current year budget complement.

  • Term Position A position occupied by a full-time or part-time nurse for a specified period of time, up to a maximum of sixty (60) weeks, where patient/client/resident census or workload necessitates a temporary increase in staffing, if mutually agreed, to replace a nurse(s) who is/are on vacation or leave of absence, or to carry out a special short term project or where the Employer has provided notice of permanent deletion of position(s) under the Memorandum of Understanding regarding Employment Security, or as otherwise mutually agreed between the Union and the Employer. If the Employer determines there is a term position to be filled by a nurse, the term position shall be posted in accordance with Article 30. This shall not preclude the Employer from utilizing part-time nurses and/or casual nurses to work available shifts as specified in Articles 34 and 35 when the Employer decides that a term position is not required. The Employer shall provide written confirmation of the start and expiry dates of the term position prior to the nurse's commencement in the position. This period may be extended if the Employer so requests and the Union agrees. The maximum duration specified in paragraph 1 above for term positions shall not apply in situations where a nurse is absent indefinitely due to Workers Compensation and/or illness and/or accident or where there is a temporary vacancy due to leave for Public Office. In these cases, the Employer shall state on the job posting that the said term position is an "Indefinite Term" which will expire subject to a minimum of twenty-four

  • Return to Position Upon return from FMLA leave, the employee shall be returned to the same or equivalent position in the same class and work location, including the same shift or equivalent schedule, unless the University and the employee agree in writing to other conditions and terms under which such leave is to be granted.

  • Consideration Period You have 21 days from the date this Separation Agreement is given to you to consider this Separation Agreement before signing it. You may use as much or as little of this 21-day period as you wish before signing. If you do not sign and return this Separation Agreement within this 21-day period, you will not be eligible to receive the benefits described in this Separation Agreement.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Consideration for Performance The consideration to be paid to the Contractor under this Agreement will be compensation for all the Contractor’s expenses incurred in the performance of this Agreement, unless otherwise expressly provided.

  • STRS PICK-UP The Board agrees, as a condition of employment, to tax shelter employee contributions to the State Teacher's Retirement System (STRS) in accordance with State Retirement System and Federal Internal Revenue Service guidelines and restrictions. This section in no way implies that the Board will contribute any portion of the employee's share of retirement contributions. For purposes of this paragraph, total annual salary and salary per pay period of each bargaining unit member shall be the salary otherwise payable under this Agreement, as amended. The total annual salary and salary per pay period of each member shall be payable by the Board in two parts: (1) deferred salary and (2) cash salary. A member's deferred salary shall be equal to that percentage of said member's total annual salary or salary per pay period which is required from time to time by the State Teachers Retirement System (STRS) to be paid as an employee contribution by said member as a pickup of the STRS employee contribution otherwise payable by said member. A member's cash salary shall be equal to said member's total annual salary or salary per period less the amount of the pickup for said member and shall be payable, subject to applicable payroll deductions, to said member. The Board's total combined expenditures for members' total annual salaries otherwise payable under this Agreement, as amended, (including pickup amounts) and its employer contributions to STRS shall not be greater than the amounts it would have paid for those items had this provision not been in effect. The Board shall compute and remit its employer contributions to STRS based upon total annual salary, including the "pickup". The Board shall report for Federal and Ohio income tax purposes as a member's gross income said member's total annual salary less the amount of the "pickup". The Board shall report for municipal income tax purposes as a member's gross income said member's total annual salary, including the amount of the pickup. The pickup shall be included in the member's total annual salary for the purpose of computing daily rate of pay, for determining paid salary adjustments to be made due to absence, or for any other similar purpose. The pickup shall apply to all payroll payments made after the effective date of this provision. Should the Board's payment of deferred salary cause an individual bargaining unit member's annuity contributions to exceed the IRS permissible level, any such individual shall have the right to adjust annuity deductions within thirty (30) days of the effective date of this provision.

  • No Release; Return or Destruction Each Party agrees not to release or disclose, or permit to be released or disclosed, any information addressed in Section 6.9(a) to any other Person, except its Representatives who need to know such information in their capacities as such (who shall be advised of their obligations hereunder with respect to such information), and except in compliance with Section 6.10. Without limiting the foregoing, when any such information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, and is no longer subject to any legal hold or other document preservation obligation, each Party will promptly after request of the other Party either return to the other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided, that the Parties may retain electronic back-up versions of such information maintained on routine computer system backup tapes, disks or other backup storage devices; provided further, that any such information so retained shall remain subject to the confidentiality provisions of this Agreement or any Ancillary Agreement.

  • Consideration for Stock In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

Most Referenced Clauses

Most Referenced Definitions