Transaction Success Fee Sample Clauses

Transaction Success Fee. If a combination occurs between the RiceX Corporation and NutraCea, (including but not limited to a merger, acquisition, asset purchase) concurrent with the closing of that transaction a cash fee to be determined by the Compensation Committee of the Board of Directors shall be paid for the Company to Nana Xxxxxxxx XxXxxx as a success bonus.

Transaction Success Fee. (a) Amount of Transaction Success Fee. Subject to the conditions set forth in Section 2(b) below, USA shall pay to Executive an amount (the "Transaction Success Fee") in the event a Change of Control occurs on or before [***] as follows: (i) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is equal to or less than $[***] per share, the amount of the Transaction Success Fee shall be equal to $187,500.00. (ii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $[***] or more, but equal to or less than $[***], the amount of the Transaction Success Fee shall be calculated in accordance with the following formula: (1) Per Share Price minus $[***] = Increase Dollar Amount; (2) Increase Dollar Amount divided by $[***] = Increase Percentage Amount; (3) Increase Percentage Amount plus 50% = Aggregate Increase Percentage; (4) Multiply Aggregate Increase Percentage by $375,000.00 For example, if the Per Share Price is $[***], the Increase Dollar Amount will equal $[***], the Increase Percentage Amount will equal 50% (or .50) and the Aggregate Increase Percentage will equal 100% (or 1). Accordingly, in such case, the Transaction Success Fee would be $375,000.00. (iii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $[***] or greater, the amount of the Transaction Success Fee shall be equal to $562,500.00. If any written agreement with any "other executive" as defined in the Good Reason definition in Section 1 hereof, similar to this Agreement, is amended to reduce to a lower number the $[***] amount in Section 2(a) of such agreement, then the $[***] in this Section 2(a) shall be automatically reduced to such lower dollar amount. In the event of any stock split, stock dividend, or similar adjustment in the number of outstanding shares of Common Stock of PRGS, then the base prices of $[***] to $[***] that are set forth above and that are used to determine the amount of the Transaction Success Fee shall be equitably adjusted to reflect such split, dividend, or similar adjustment and the base numbers of $[***] and $[***] set forth in (ii)(1)-(2) above shall also be equitably adjusted.

Transaction Success Fee. The mandate could include multiple Transactions and the fees of each will be paid by the Company to ALANTRA on each Transaction Completion as follows. If a Transaction which is introduced by ALANTRA or by another institution to which no fees are due by the Company (e.g. an institution acting on behalf of a Target) is Completed (as defined below) the following remuneration will be due to ALANTRA as a remuneration for its Services (“Transaction Success Fee”) ● USD 1,600,000 (ONE MLLION SIX HUNDRED THOUSAND US DOLLARS) payable by the Company; ● USD 1,600,000 (ONE MLLION SIX HUNDRED THOUSAND US DOLLARS) payable by or on behalf of the Sponsor Entity. The Transaction Success Fee payment scheme will in any event be subject to a successful KYC procedure of the Sponsor Entity by ALANTRA in accordance with ALANTRA’s standards (the “KYC”), which shall take place and be completed no later than 17 October 2022 (“Long Stop Date”). In the event of unsuccessful KYC before or on Long Stop Date, the Parties agree that the Company will be responsible for the payment of 100% of the Transaction Success Fee to ALANTRA.. In the event of successful KYC, the Company and the Sponsor Entity agree to be joint and severally liable for the payment of the Transaction Success Fee to ALANTRA. If a Transaction is Completed (as defined below) in North America, Asia or Africa which is not introduced by ALANTRA and such Transaction requires an introductory, co-advisory or similar fee due by the Company, the Company shall pay ALANTRA a Transaction Success Fee in the form of: ● For the first USD 300,000,000 (THREE HUNDRED MILLION US DOLLARS) of aggregated value of the Transaction, 0.85% of each Transaction purchase price. ● For the aggregated value of the Transaction above the first USD 300,000,000 (THREE HUNDRED MILLION US DOLLARS), 0.4% of each Transaction purchase price. Notwithstanding the above, it is agreed that the Transaction Success Fee will be subject to a minimum of EUR 1,000,000 (ONE MILLION EUROS). The Transaction purchase price will correspond to the price paid to the sellers of the applicable Target, including cash, debt and equity funded payments. Each Transaction Success Fee shall be payable upon consummation of the applicable Transaction (i.e. when the transaction is closed, following fulfillment, if applicable, of conditions precedent) regardless of (i) the calendar for the payment of the price, (ii) how the purchase price is funded, (iii) any deferred payment subsequent to c...

Transaction Success Fee. (a) Amount of Transaction Success Fee. Subject to the conditions set forth in Section 2(b) below, USA shall pay to Executive an amount (the "Transaction Success Fee") in the event a Change of Control occurs on or before December 31, 2005, as follows: (i) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is equal to or less than $7.00 per share, the amount of the Transaction Success Fee shall be equal to $200,000.00. (ii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $7.01 or more, but equal to or less than $11.00, the amount of the Transaction Success Fee shall be calculated in accordance with the following formula: (1) Per Share Price minus $7.00 = Increase Dollar Amount; (2) Increase Dollar Amount divided by $4.00 = Increase Percentage Amount; (3) Increase Percentage Amount plus 50% = Aggregate Increase Percentage; (4) Multiply Aggregate Increase Percentage by $400,000.00 For example, if the Per Share Price is $9.00, the Increase Dollar Amount will equal $2.00, the Increase Percentage Amount will equal 50% (or .50) and the Aggregate Increase Percentage will equal 100% (or 1). Accordingly, in such case, the Transaction Success Fee would be $400,000.00. (iii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $11.01 or greater, the amount of the Transaction Success Fee shall be equal to $600,000.00. If any written agreement with any "other executive" as defined in the Good Reason definition in Section 1 hereof, similar to this Agreement, is amended to reduce to a lower number the $7.00 amount in Section 2(a) of such agreement, then the $7.00 in this Section 2(a) shall be automatically reduced to such lower dollar amount. In the event of any stock split, stock dividend, or similar adjustment in the number of outstanding shares of Common Stock of PRGS, then the base prices of $7.00 to $11.00 that are set forth above and that are used to determine the amount of the Transaction Success Fee shall be equitably adjusted to reflect such split, dividend, or similar adjustment and the base numbers of $7.00 and $4.00 set forth in (ii)(1)-(2) above shall also be equitably adjusted.

Transaction Success Fee. For his efforts in support of consummating a Transaction, Executive shall be eligible to earn additional compensation in the form of a Transaction Success Fee as follows: a. The Transaction Success Fee shall be earned by Executive if a definitive agreement for the Transaction is entered into by all applicable parties during the Term of this Agreement and the Transaction is subsequently consummated. A Transaction shall be considered consummated at the closing of the Transaction. b. The Transaction Success Fee shall be payable upon consummation and shall be equal to five percent (5%) of the amount of the Transaction Proceeds that are in excess of $50 million. If the Transaction is consummated during the Term of this Agreement, the minimum Transaction Success Fee payable to Executive shall be $250,000.

Transaction Success Fee. In the event of a sale, merger, consolidation or any other business combination, in one or a series of related transactions, involving all or a substantial amount of the business, securities or assets (including related real estate assets) of the Company, or any recapitalization of the Company or any spin-off, split-off or other extraordinary dividend of cash, securities or other assets to the equity holders of the Company (each, a "Sale Transaction") that is consummated during the Transaction Period (as defined below), the Company shall pay to Executive a Transaction Success Fee (as defined below). The Transaction Period shall begin on the Commencement Date and end on the earlier of (1) any date during the Initial Term or any Extension on which Executive terminates his employment with the Company other than for Good Reason, on which Executive terminates this Agreement prior to the end of the Initial Term or any Extension, (2) the second anniversary of the last day of the Initial Term or (3) any date on which Executive has been terminated for Cause. The Transaction Success Fee shall be one (1%) percent of the aggregate amount of consideration ("Sale Consideration") received or to be received by the Company and/or its shareholders (treating any shares issuable upon exercise of options, warrants or other rights of conversion as outstanding), plus the amount of any debt assumed, acquired, remaining outstanding, retired or defeased or preferred stock redeemed or remaining outstanding in connection with the Sale Transaction (the "Sale Transaction Success Fee"). Such consideration may include, but is not limited to, payments in cash, stock, real and personal property, warrants and options, fees, notes, debentures or other debt assumption or relief of any debt (including guarantees), earn-outs, royalties, the total amount of non-compete, employment, consulting and lease agreements or amendments thereto, and all other elements of value exchanged, or to be exchanged, in connection with the Sale Transaction. The Sale Transaction Success Fee shall be payable in cash at consummation of a Sale Transaction. For purposes of this Agreement, a Sale Transaction shall be deemed to have been consummated upon the earliest of any of the following events to occur: (a) the acquisition of a majority of the equity securities of the Company calculated on a fully-diluted basis; (b) a merger or consolidation of the Company or any affiliate of the Company with another person; (c) the a...

Transaction Success Fee. The following provisions, which are contained in the Employment Contract, shall remain in full force and effect: In the event of a sale, merger, consolidation or any other business combination, in one or a series of related transactions, involving all or a substantial amount of the business, securities or assets (including related real estate assets) of the Company or any recapitalization of the Company or any spin-off, split-off or other extraordinary dividend of cash, securities or other assets to the equity holders of the Company (a “Sale Transaction”) that is consummated during the Transaction Period (as defined below), the Company shall pay to Executive a Sale Transaction Success Fee (as defined below). Notwithstanding anything to the contrary set forth herein, the Executive shall not be entitled to receive more than one Sale Transaction Success Fee. The Transaction Period shall begin on the date of this Agreement and end on March 31, 2008. The Sale Transaction Success Fee shall be one (1%) percent of the aggregate amount of consideration (“Sale Consideration") received or to be received by the Company and/or its shareholders (treating any shares issuable upon exercise of options, warrants or other rights of conversion as outstanding), plus the amount of any debt assumed, acquired, remaining outstanding, retired or defeased or preferred stock redeemed or remaining outstanding in connection with the Sale Transaction (the “Sale Transaction Success Fee”). Such consideration may include, but is not limited to, payments in cash, stock, real and personal property, warrants and options, fees, notes, debentures or other debt assumption or relief of any debt (including guarantees), earn-outs, royalties, the total amount of non-compete, employment, consulting and lease agreements or amendments thereto, and all other elements of value exchanged, or to be exchanged, in connection with the Sale Transaction. The Sale Transaction Success Fee shall be payable in cash at consummation of a Sale Transaction. For purposes of this Agreement, a Sale Transaction shall be deemed to have been consummated upon the earliest of any of the following events to occur: (a) the acquisition of a majority of the equity securities of the Company calculated on a fully-diluted basis; (b) a merger or consolidation of the Company or any affiliate of the Company with another person; (c) the acquisition by another person of assets of the Company representing a majority of the Company’s book v...

Transaction Success Fee. The Company shall have the right to determine in its sole discretion whether to enter into any proposed Transaction hereunder. The Company agrees to pay the Placement Agent an initial retainer payment of twenty-five thousand dollars ($25,000), plus five-thousand dollars ($5,000) on May 5, 2023. The Company agrees to pay additional monthly fees of five-thousand dollars ($5,000) per month commending June 5, 2023 unless this Agreement has been terminated or a Transaction has been accepted by the Company. The Company agrees to pay the initial retainer payment within five days of executing this agreement. In addition, upon the closing of any Transaction between the Company and an investor, the Company shall pay the Placement Agent at the closing of the Transaction a cash success fee paid out of the Transaction proceeds a fee equal to six percent (6%) of the total Transaction proceeds (as and when paid by buyer). Such cash fee shall be net of previously paid retainer payments. Such payments due to the Placement Agent under this Agreement shall be quoted and payable in U.S. dollars and such payments due to the Placement Agent shall be paid into a bank account in the United States nominated by the Placement Agent at the time of the Transaction closing out of closing proceeds. Subject to the Company’s prior review and written approval, which shall not be unreasonably withheld, Placement Agent shall have the right to public announcement of the successful placement of each of the financings listed in paragraph 1 individually or in combination, in industry periodicals or other marketing materials.

Transaction Success Fee. In the event of a sale, merger, consolidation or any other business combination, in one or a series of related transactions, involving all or a substantial amount of the business, securities or assets (including related real estate assets) of the Company or any recapitalization of the Company or any spin-off, split-off or other extraordinary dividend of cash, securities or other assets to the equity holders of the Company (a "Sale Transaction") that is consummated during the Transaction Period (as defined below), the Company shall pay to Executive a Sale Transaction Success Fee (as defined below). Notwithstanding anything to the contrary set forth herein, the Executive shall not be entitled to receive more than one Sale Transaction Success Fee. The Transaction Period shall begin on the date of this Agreement and end on March 31, 2008 unless during the Term Executive terminates his employment with the Company other than for Good Reason, or Executive is terminated for Cause, in which event the Transition Period shall end on September 10, 2006. The Sale Transaction Success Fee shall be one (1%) percent of the aggregate amount of consideration ("Sale Consideration") received or to be received by the Company and/or its shareholders (treating any shares issuable upon exercise of options, warrants or other rights of conversion as outstanding), plus the amount of any debt assumed, acquired, remaining outstanding, retired or defeased or preferred stock redeemed or remaining outstanding in connection with the Sale Transaction (the "Sale Transaction Success Fee"). Such consideration may include, but is not limited to, payments in cash, stock, real and personal property, warrants and options, fees, notes, debentures or other debt assumption or relief of any debt (including guarantees), earn-outs, royalties, the total amount of non-compete, employment, consulting and lease agreements or amendments thereto, and all other elements of value exchanged, or to be exchanged, in connection with the Sale Transaction. The Sale Transaction Success Fee shall be payable in cash at consummation of a Sale Transaction. For purposes of this Agreement, a Sale Transaction shall be deemed to have been consummated upon the earliest of any of the following events to occur: (a) the acquisition of a majority of the equity securities of the Company calculated on a fully-diluted basis; (b) a merger or consolidation of the Company or any affiliate of the Company with another person; (c) the acqu...

Transaction Success Fee. In the event of a closing on any Transaction, ABI shall pay CMAG a Transaction Success Fee in the amount equal to 1.5% of the Transaction Value of each Transaction. It is also possible that one or more providers of debt Financing may require that part of the Financing include additional equity as condition of closing on the debt to be provided. In that event, or in the event that ABI elects to have capital infused in the form of equity, then ABI shall pay CMAG a Transaction Success Fee equal to 5.0% of the total commitment of any equity. ABI shall not owe CMAG a fee on any portion of the Financing provided by Prentice Capital Management LP or any of its affiliates or related parties. Notwithstanding anything to the contrary in this Agreement, ABI shall not owe more than one fee under (i), (ii), or (iii) above with respect to the same event and the paragraph as to which such fee is payable shall be determined in good faith by the Company (as approved by the BOD) whose determination shall be binding.