Liquidity Bonus definition

Liquidity Bonus means five (5) percent of the consideration received or to be received over a period of time by the Purchaser, Ortsbo or any of the Purchaser’s Affiliates upon the occurrence of a Liquidity Event as consideration for the Ortsbo Software (as described in the License Agreement) net of (i) the amount of the Purchase Price, (ii) any consideration paid by the Purchaser or any Affiliate of the Purchaser to an arm’s length third party for the acquisition of securities, including shares, or tangible or intangible assets or licensing of rights from such third party, and (iii) any fees, Governmental Charges (but not income taxes or capital gains taxes paid or payable by the Purchaser or its Affiliates), commissions and disbursements payable to an arm’s length third party by or on behalf of the Purchaser or any Affiliate of the Purchaser as a result of the occurrence of the Liquidity Event;

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Liquidity Bonus means the sum of (i) $1,066,500, plus (ii) a gross-up payment in an amount, determined by the Company, necessary to pay federal and state income and employment taxes incurred by Executive with respect to the Liquidity Bonus (with such gross-up to be calculated by the Company based on the withholding rates the Company has in effect for Executive at the time the Liquidity Bonus is earned by Executive).

Liquidity Bonus shall be equal to the quotient arrived at by dividing (x) 0.10% of the purchase price paid by the buyer, after deducting all indebtedness (including the preferred stock liquidation value) and expenses that the sellers are obligated to pay in the sale and deducting all amounts placed in escrow for indemnification and working capital adjustments (provided that, upon release of such amounts from escrow to sellers, such amounts shall then be treated as purchase price), by (y) one (1) minus the aggregate (fully diluted, as converted) equity ownership interest (stated as a percentage) in the Company that is then held by the Stockholders and Junior Partners (as such terms are defined in the Asset Purchase Agreement, dated as of October 31, 2006, among the Company and the other parties thereto) and each of their successors and assignees. For purposes hereof, the foregoing ownership interest shall be calculated as that percentage arrived at by comparing (x) the aggregate shareholdings of all such aforementioned persons to (y) the aggregate issued and outstanding shares of capital stock, of the Company, in each instance on a fully diluted, as converted basis; and

Examples of Liquidity Bonus in a sentence

Notwithstanding anything to the contrary in the other provisions of this ARTICLE I, Parent shall withhold the Adjustment Escrow Amount, the Holdback Amount and the Representative Expense Amount from the Merger Aggregate Adjusted Cash Consideration otherwise payable to the Company Holders pursuant to this ARTICLE I and the Company Liquidity Bonus Plan.
The Company shall obtain from each recipient of cash and/or Parent ADSs under the Company Liquidity Bonus Plan a release and joinder agreement (which release and joinder agreement shall be a condition to participation in the Company Liquidity Bonus Plan) prior to the Closing Date in a form reasonably satisfactory to Parent.
Notwithstanding anything to the contrary in this ARTICLE I, at the Effective Time, Parent shall withhold the Holdback Amount from the Merger Aggregate Adjusted Cash Consideration otherwise payable to each Company Holder pursuant to Section 1.2 and/or the Company Liquidity Bonus Plan in accordance with each such Company Holder’s Pro Rata Portion.
Upon the closing of a Liquidity Event, the Company shall pay (or arrange for the payment) to Executive in cash the sum equal to two percent (2%) of the Gross Closing Proceeds (the “Liquidity Bonus”), subject to a cumulative cap of $750 million for payment of the Liquidity Bonus and any liquidity bonus payable to ▇▇▇▇▇▇▇ ▇▇▇▇, III.
This Addendum constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, including, but not limited to the Liquidity Bonus Agreement with the Company and Executive dated October 6, 2020 and the previous version of this Addendum dated February 18, 2021.
At the Closing, Buyer shall deliver the Employee Liquidity Bonus Plan Amount (subject, however to the provisions of this Agreement in respect of the Indemnification Escrow Shares) to an escrow account to be maintained by the Surviving Corporation (the “Employee Liquidity Bonus Plan Amount Escrow Account”).
Notwithstanding the immediately preceding sentence, the Liquidity Bonus shall be reduced on a dollar-for-dollar basis to the extent that Employee has realized total compensation (including base salary, bonuses, and amounts realized from Stock Option exercises) in excess of $4 million per year on a prorated basis during the time period commencing on the Effective Date and ending on the date (the "Operative Date") that the Change of Control or Going Private Transaction is consummated.
The Company shall use its commercially reasonable efforts to obtain, at the Closing, from each individual that is entitled to receive any portion of the Employee Liquidity Bonus Plan Amount pursuant to this Section 4.3, a release of each member of the Company Group from any and all claims existing prior to the Closing Date in a customary form reasonably acceptable to the Company and the Buyer.
Upon the closing of a Liquidity Event, the Company shall pay (or arrange for the payment) to Executive in cash the sum equal to four percent (4%) of the Gross Closing Proceeds (the “Liquidity Bonus”), subject to a cumulative cap of $750 million for payment of the Liquidity Bonus and any liquidity bonus payable to ▇▇▇▇▇▇▇ ▇▇▇▇, Jr..
This Addendum constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, including, but not limited to the Liquidity Bonus Agreement with the Company and Executive dated October 9, 2020.