Xxxxxxx at Fault Sample Clauses

Xxxxxxx at Fault. If (i) the Distribution has not occurred on or before December 31, 2000, (ii) the failure of the Distribution to have occurred on or before such date shall be due to the failure of Xxxxxxx to comply fully with his obligations under this Agreement or his representations and warranties herein are not true in all material respects, and (iii) Xxxxxx, Xxxxxxx and Xxxxxx, the Old Primal Minority Stockholders and the Xxxxx Parties shall have substantially complied with their respective obligations under this Agreement and their respective representations and warranties herein are true in all material respects, then, in such events, each of the Old Primal Stockholders shall deliver, or cause to be delivered, to Xxxxx their respective pro rata portion, based on their respective pro rata ownership of Old Primal immediately prior to the Merger, of such number of shares of the Series G Preferred Stock pledged to secure the repayment of the Loans as would, if converted into Xxxxx Common Stock on the Distribution Failure Event Date, when subtracted from the total number of shares of the Xxxxx Common Stock reserved for conversion of the Series G Preferred Stock collectively beneficially owned by the Old Primal Stockholders on the Distribution Failure Event Date, leave outstanding shares of the Series G Preferred Stock that would equal, assuming the shares of the Series G Preferred Stock were converted into Xxxxx Common Stock, in the aggregate 20% of the Xxxxx Common Stock on a Fully Diluted Basis on the Distribution Failure Event Date. In addition to returning to Xxxxx his pro rata portion of the shares of the Series G Preferred Stock referred to above, Xxxxxxx shall also deliver 60,000 shares of the Series G Preferred Stock to Faltys, Simrell, Xxxxxx and the Old Primal Minority Stockholders. These 60,000 shares of the Series G Preferred Stock shall be distributed to Faltys, Simrell, Xxxxxx and the Old Primal Minority Stockholders pro rata based on their respective pro rata ownership of Old Primal immediately prior to the Merger, and, following the delivery of such shares, the Loans to Faltys, Simrell, Xxxxxx and the Old Primal Minority Stockholders shall be forgiven and none of such Persons shall have any further liability therefor.
Sample 1
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Related to Xxxxxxx at Fault

  • Xxxxxxxxx Payment The Company shall pay to you the following amounts: i. the Accrued Obligations, which shall be paid to you in a single lump sum cash payment within fifteen (15) calendar days of the Date of Termination; ii. the Pro Rata Bonus, which shall be paid to you in a single lump sum cash payment no later than the later of (A) fifteen (15) calendar days following the Date of Termination or (B) the effective date of the Waiver and Release; iii. an amount equal to the product of (A) 2.0 times (B) the sum of (1) your Adjusted Base Salary plus (2) the greater of (x) your Target Bonus or (y) the average of the annual bonuses paid or to be paid to you with respect to the immediately preceding three (3) fiscal years, which amount shall be paid to you in a single lump sum cash payment no later than the later of (i) fifteen (15) calendar days following the Date of Termination or (ii) the effective date of the Waiver and Release; iv. if you had previously consented to the Company’s request to relocate your principal place of employment more than forty (40) miles from its location immediately prior to the Change of Control, all unreimbursed relocation expenses incurred by you in accordance with the Company’s relocation policies, which expenses shall be paid to you in a single lump sum cash payment no later than the later of (A) fifteen (15) calendar days following the Date of Termination or (B) the effective date of the Waiver and Release; and v. the Other Benefits, which shall be paid in accordance with the then-existing terms and conditions of such plans, programs or policies.

  • Xxxxxxxx, X X. Xxxxxx, as Trustee .................. 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000

  • Xxxxxxxxx Payments The Company shall pay Executive cash benefits equal to: (1) two times Executive's Base Salary in effect on the date of the Change of Control or the Termination Date, whichever is higher; provided that if any reduction of the Base Salary has occurred, then the Base Salary on either date shall be as in effect immediately prior to such reduction, payable in regular installments at such times as would otherwise be the Company's usual payroll practice over a period of two years; and (2) the higher of: (A) two times Executive's Target Bonus in effect on the date of the Change of Control or the Termination Date, whichever is greater; or (B) two times Executive's most recent actual annual bonus, payable in either case ratably in regular installments at the same time as payments are made to Executive under Section 3(a)(1) above; provided that if any reduction of the Target Bonus has occurred, then the Target Bonus on either date shall be as in effect immediately prior to such reduction; and (3) Executive's Target Bonus (as determined in (2), above) multiplied by a fraction, the numerator of which shall equal the number of days Executive was employed by the Company in the Company fiscal year in which the Termination Date occurs and the denominator of which shall equal 365, payable as a cash lump sum within forty days after the Termination Date; and (4) in the case of a termination of employment by Executive for Good Reason, an amount equal to the severance pay specified in Article 6.A. 1. of the attached Presidents' Council Agreement (as defined in Section 8 hereof), payable according to the schedule set forth therein, determined as if Executive's employment had been terminated by ARAMARK without Cause on the Termination Date.

  • Xxxxxxx X Xxxxxxxx

  • Xxxxxxxxx, X Xxxxxxx Chairman & CEO Barangay Bagumbayan Paracale, Camarines Norte Tel No. 0000-000-0000/000-0000 Email: xxxxxxxxx_xxxx@xxxxx.xxx November 4, 2008 November 3, 2033 Paracale, Camarines Norte Gold, Copper 173.9329

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • Xxxxxxxxx Xxxx Xxxx Certificate of Trust shall be effective upon filing.

  • Xxxxxxxx Xxxx Xxx #000, Xxxxxx, XX 00000

  • Xxxxxxxxxx, X X. 00000.

  • Xxxxxx Xxxxxxxx Purchase Order and Sales Contact Email 2 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 6 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

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