Separation Consideration definition

Separation Consideration means:
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Separation Consideration means the distribution of up to $984,000,000 to be made by the Company to the Company’s shareholders immediately before the consummation of the Spin Transaction.
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Examples of Separation Consideration in a sentence

  • The Parties agree that neither this Agreement nor the furnishing of the Separation Consideration for it will be deemed or construed at any time for any purpose as an admission by Employer of any liability or wrongful conduct of any kind.

  • If the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, then Executive shall be entitled to receive: (i) the Accrued Obligations; and (ii) the Separation Consideration.

  • Employee agrees that the Separation Consideration received under this Agreement fully satisfies any potential claims for relief in connection with any charge, complaint, or lawsuit.

  • Employee understands that Employee is not releasing any claim relating to: (i) the Separation Consideration, or the right to enforce this Agreement; (ii) Employee’s right, if any, to claim government-provided unemployment benefits or worker’s compensation benefits, if applicable and Employee qualifies; (iii) any rights or claims that Employee may have which arise after the date Employee executes this Agreement; or (iv) any claims that cannot be waived by law.

  • Further, Executive acknowledges that any breach of the foregoing would cause damage to the Employer that would be difficult if not impossible to establish and, thus, Executive agrees that he will pay to the Employer as liquidated damages, and not as a penalty, the amount equal to the Separation Consideration paid to Executive, and he expressly waives the right to any further Separation Consideration obligations expressly stated in this Agreement.

  • If Employee breaches any provision of this Agreement, in addition to any other available remedies, the Company may recover the entire amount of the Separation Consideration that has been made to Employee under this Agreement.

  • In the event that you do not sign and return this Agreement as set forth above, this Agreement, including, but not limited to the obligation of the Company to provide the Separation Consideration discussed above, shall be deemed null and void.

  • Employee, in exchange for the Separation Consideration, agrees to and hereby releases, waives and forever discharges the Company and its affiliates, parents, successors, subsidiaries, related companies, directors, officers, employees, attorneys and agents (the “Released Parties”) from any and all claims or causes of action, whether known or unknown, that Employee or Employee’s heirs, executors, administrators and assigns have, had or may have in the future against any of the Released Parties.

  • Employee acknowledges that the Separation Consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled.

  • If Executive violates the provisions of Sections 4-6 and 9-10, then the Company’s obligation to pay Executive the Separation Consideration shall terminate immediately, and the Company shall have no obligation to make any of the Separation Consideration payments that remain payable by the Company under Section 7.2 or Section 7.3, as applicable, on or after the date of such violation.

Related to Separation Consideration

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

  • 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.

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

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

  • Merger Consideration has the meaning set forth in Section 3.1(a).

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

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

  • Scheme Consideration means, in respect of:

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

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • 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.

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Unit Consideration has the meaning set forth in Section 2.2(a).

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