Transaction Bonus Agreements Sample Clauses

Transaction Bonus Agreements. Each of the Transaction Bonus Agreements shall be in full force and effect (except to the extent resulting from a breach or termination by one of employees who is party thereto).
Sample 1
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Transaction Bonus Agreements. Each of the Transaction Bonus Agreements shall be in full force and effect (except to the extent resulting from a breach or termination by NET) and shall not been amended without NET's consent.
Sample 1
Transaction Bonus Agreements. NET and FlowWise acknowledge that each of the employees of FlowWise listed on Exhibit F hereto (each a "Key Employee" and collectively the "Key Employees") have executed and delivered a Transaction Bonus Agreement, as amended ("Transaction Bonus Agreement"), with NET which agreement will be effective at the Effective Time.
Sample 1
Transaction Bonus Agreements. At the Closing, the Operating Company shall provide Purchaser with a copy of each Transaction Bonus Agreement that has been delivered to any employee as of the Closing. Promptly following the Closing, the Operating Company shall provide each employee listed on Schedule 1.01(d) who has not received a Transaction Bonus Agreement as of the Closing the opportunity to enter into a Transaction Bonus Agreement in the form of Schedule 6.22 and providing for a Post-Closing Transaction Bonus in the amount set forth opposite such employee’s name on Schedule 1.01(d) with Post-Closing Transaction Bonuses to be paid to employees identified as Type 1 and 2 employees if still employed 120 days after the Closing, Type 3 employees if still employed 180 days after the Closing and Type 4 employees if still employed 360 days after the Closing.
Sample 1
Transaction Bonus Agreements. The Company has adopted a Transaction Bonus Plan (the "Transaction Bonus Plan") which amends and restates the Company's Management Retention Bonus Plan previously established by the Company to retain key management personnel during the search and negotiation and after the consummation of a change of control transaction, and each employee (each an Executive and collectively the "Executives") who is a participant in the Transaction Bonus Plan will enter into a Transaction Bonus Agreement in substantially the form of Exhibit D (collectively, the "Transaction Bonus Agreements"). Subject to Section 2.7 and the remainder of this paragraph, Parent will provide for the payment by the Company to such Executives transaction bonuses in the aggregate amount of $3,500,000 (the "Transaction Bonus Amount"). Two Million Two Hundred Forty Thousand Dollars ($2,240,000) of the Transaction Bonus Amount will be paid at the Closing to the Executives in the amounts set forth on Schedule 5.5 and Five Hundred Sixty Thousand Dollars ($560,000) of the Transaction Bonus will be placed in escrow in accordance with Section 2.7(b). Payment of the remaining Seven Hundred Thousand ($700,000) of the Transaction Bonus Amount (the "Earn Out Amount"), will be contingent upon Revenues (as defined below) reaching certain thresholds during the following periods (each an "Earn Out Period"), as follows:
Sample 1
Transaction Bonus Agreements. The Company and each of the Executives shall have entered into the Transaction Bonus Agreement as contemplated by Section 5.5 hereof.
Sample 1
Transaction Bonus Agreements. Seller shall have delivered to Buyer Transaction Bonus Payment and Release Agreements (the “Transaction Bonus Agreements”), in a form reasonably acceptable to Buyer, duly executed by the Company Successor and each employee set forth on Schedule 1.
Sample 1
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Related to Transaction Bonus Agreements

  • Vesting Agreements LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Equity Incentive Plan, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested LTIP Units.”

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

  • Retention Agreements The parties agree and acknowledge that the obligations due to each of Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxx, Xxx Xxxxx and Xxxxxx X. Xxxxxxxxxx pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.

  • Change in Control Agreements Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C Agreement"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if the C-I-C Agreement does not apply (as, for example, if there is no Change in Control as described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement simply does not apply), then the provisions of this Agreement shall control and be unaffected by the C-I-C Agreement.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Severance Agreements (a) In the event of the termination of employment of the Executive by Horizon for any reason whatsoever other than for Cause at any time from and after the date of this Agreement or in the event of termination of employment of the Executive by the Executive with Good Reason (as defined in Section 3 hereof) at any time within the twelve (12) month period after the occurrence of a Change of Control:

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

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