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Noncompetition Consideration definition

Noncompetition Consideration means of payments to the Executive for the post-employment portion of the Noncompete Restricted Period (but for not more than twelve (12) months following the end of the Executive’s employment) at the rate of 50% of the highest annualized base salary paid to the Executive by the Company within the two-year period preceding the last day of the Executive’s employment.
Sample 1Sample 2
Noncompetition Consideration consists of payments to you for the post-employment portion of the Restricted Period (but for not more than twelve (12) months following the end of your employment) at the rate of 50% of the highest annualized base salary paid to you by the Company within the two-year period preceding the last day of your employment with the Company. You acknowledge and agree that any Noncompetition Consideration shall reduce (and in no event shall not be in addition to) any severance or separation pay that you are otherwise entitled to receive from the Company pursuant to an agreement, plan or otherwise.
Sample 1
Noncompetition Consideration means the sum of $100,000, to be paid in accordance with, and as consideration for, the agreement of certain of the Sellers to enter into the Noncompetition Agreement. "Ordinary Course of Business" - an action taken by a Person will be deemed to have been taken in the "Ordinary Course of Business" only if such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to- day operations of such Person.
Sample 1

Examples of Noncompetition Consideration in a sentence

  • Notwithstanding the foregoing, in the event you are entitled to any payments pursuant to the Restrictive Covenant Agreement (as defined below) (including without limitation Noncompetition Consideration as defined therein), the Severance Benefits to be paid to you in any calendar year will be reduced by the amount that you are paid in the same such calendar year pursuant to the Restrictive Covenant Agreement.

  • The Company and I acknowledge and agree that the Company may unilaterally waive my post-employment noncompetition obligations under Section 6(c), and in the event that such a waiver occurs before the obligation to pay Noncompetition Consideration takes effect, the Company is not required to pay me the Noncompetition Consideration or any other post-employment payments under this Agreement.

  • Notwithstanding this foregoing Section 5(e)(i), the Executive shall not be subject to the restrictions of this Section 5(e)(i) after the Executive’s employment with the Company ends (nor entitled to the Noncompetition Consideration set forth below) if the Company terminates the Executive’s employment without Noncompete Cause or lays the Executive off.

  • The Company and I acknowledge and agree that the Company may unilaterally waive my post-employment noncompetition obligations under Section 8(c), and in the event that such a waiver occurs before the obligation to pay Noncompetition Consideration takes effect, the Company is not required to pay me the Noncompetition Consideration or any other post-employment payments under this Agreement.

  • For its part, the Company agrees to provide the Noncompetition Consideration to the Executive in exchange for the Executive’s post-employment obligations under this Section 5(e)(i); provided that the Company may waive its rights under this Section 5(e)(i) and in such event, the Company shall not be obligated to provide the Noncompetition Consideration.

  • The Company and the Executive acknowledge and agree that the Company may unilaterally waive the Executive’s post-employment noncompetition obligations under Section 5(e)(i), and in the event of such a waiver, the Company is not required to pay the Executive any post-employment Noncompetition Consideration under this Agreement.

  • The Company’s election not to provide me with the Noncompetition Consideration as set forth in Section 8(c) shall be deemed a waiver of my noncompetition obligations before the obligation to pay Noncompetition Consideration takes effect under Section 8(c).

  • For its part, the Company agrees to provide the Noncompetition Consideration to Executive in exchange for Executive’s post-employment obligations under this Section 8(b); provided that the Company may waive its rights under this Section 8(b) and in such event, the Company shall not be obligated to provide the Noncompetition Consideration.

  • Notwithstanding the foregoing, Executive shall not be subject to the restrictions of this Section 8(b) after Executive’s employment with the Company ends (nor entitled to the Noncompetition Consideration set forth below) if the Company terminates Executive’s employment without Noncompete Cause or lays Executive off.

  • The Noncompetition Consideration does not quantify the actual damage that the Company will incur if Executive breaches this Agreement.

Related to Noncompetition Consideration

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Earnout Consideration has the meaning set forth in Section 2.8.

  • Aggregate Stock Consideration is defined in Section 2.05C.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Scheme Consideration means, in respect of:

  • Share Consideration has the meaning given to it in Section 2.2;

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Independent Consideration shall have the meaning as set forth in Section 2.14.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Consideration has the meaning given in Clause 3.1;

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

Most Referenced Clauses

Most Referenced Definitions