Additional Consideration. Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.
Additional Consideration. Should the Internal Revenue Service determine that the Exercise Price established by the Board as the fair market value per Share is less than the fair market value per Share as of the date of Option grant, Optionee hereby agrees to tender such additional consideration, or agrees to tender upon exercise of all or a portion of this Option, such fair market value per Share as is determined by the Internal Revenue Service.
Additional Consideration. Consultant understands that the Company’s obligations under the Retirement Agreement are conditioned upon Consultant signing this Agreement. Further, as a result of Consultant’s services as a consultant, Consultant shall be (or has been) given access to the Proprietary Information, provision of confidential information, opportunities for advancement, and opportunities to participate in confidential meetings and specialized training, which shall constitute independent consideration for the restrictions contained in this Agreement and would not be (or would not have been) given to Consultant without Consultant’s agreement to abide by the terms and conditions of this Agreement, including without limitation the ancillary obligations of confidentiality and non-disclosure. By initialing below, Consultant specifically acknowledges that Consultant has read, understands and agrees to this Section 19. JM Consultant initials By executing this Agreement below, the parties confirm they have read, understood, and voluntarily agreed to be bound by the entire Agreement. PACTIV EVERGREEN INC. By:/s/ Steven Karl Xxxxxn Karl Chief Legal Officer and Corporate Secrxxxxx XONSULTANT /s/ John McGrath Xxxx McGrath Consulting and Restrictive Covenants Xxxxxxxxx Xated March 5, 2021 Attachment 1 to Retirement Agreement • Anchor • Berry Plastics • Cascade • CKF • Cool-Pak • X&W Fine Pak Attachment 1 Non-Exclusive List of Competitor Companies • Dart Container Corporation • Direct Pack • Dolco • Dyne-a-Pak • Elopak • Fabri-Kal • Genpak • Georgia Pacific • Grupo Convernex • Hartmann • Huhtamaki • Inline Plastics • Intxxxxxxxxal Paper/IP Foodservice • LBP • Peninsula Packaging • Sabert • Sealed Air • Seda • Solo Cup Company • Tetra Pak • The Waddington Group Consulting and Restrictive Covenants Agreement Dated March 5, 2021 Attachment 1 to Retirement Agreement Attachment 2 List of Confidential or Proprietary Information Belonging to Others None. Consulting and Restrictive Covenants Agreement Dated March 5, 2021 Attachment 1 to Retirement Agreement Attachment 3 List of Prior Inventions or Improvements None. Consulting and Restrictive Covenants Agreement Dated March 5, 2021
Additional Consideration. If the Merger is consummated, the Stockholder will not receive, whether under this Agreement or otherwise, any consideration additional to the Merger Consideration in respect of the acquisition of any Common Shares held or controlled by it or its Affiliates. If the Merger is not consummated, neither the Stockholder nor any of its Affiliates will receive a break-fee or similar payment, whether under this Agreement or otherwise.
Additional Consideration. To be entitled to receive the foregoing compensation, Executive shall sign whatever additional release of claims, confidentiality agreements and other documents the Company may reasonably request of Executive at the time of payment, and for so long as Executive is entitled to the benefits of such compensation Executive shall cooperate fully with and devote Executive's reasonable best efforts to providing assistance requested by the Company. Such assistance shall not require Executive to be active in the Company's day-to-day activities or engage in any substantial travel, and Executive shall be reimbursed for all reasonable and necessary out-of-pocket business expenses incurred in providing such assistance.
Additional Consideration. As additional consideration for the Non-Competition obligations described in Paragraph 4 above, should the Company pursuant to those obligations require Employee to refrain from accepting employment or other work he or she has been offered that the Company, in its discretion, believes would violate Employee’s obligations, the Company shall pay Employee an amount equal to sixty percent (60%) of Employee’s weekly base pay as of the date of Employee’s termination from the Company (“Non-Competition Payment”). The Non-Competition Payment shall begin when the Company advises Employee of its belief that the proposed employment would violate the Employee’s non-compete obligations and shall continue throughout the remaining duration of the Restricted Period. The Non-Competition Payment shall be paid in accordance with the Company’s customary pay practices in effect at the time each payment is made, and shall be reduced by (a) the amount of severance, if any, that Employee receives from the Company; and (b) the amount of any pay received during the Restricted Period from employment in any capacity to the extent that any such salary exceeds forty percent (40%) of Employee’s base pay as of the date of Employee’s termination from employment, annualized or pro-rated to correspond with the remaining portion of the Restricted Period following the job offer. (By way of example, assuming an Employee’s remaining Restricted Period following a job offer is six (6) months and that his or her base pay at the time of termination was $100,000, the Non-Competition Payment would not be reduced unless the salary earned by the Employee during the Restricted Period exceeded $20,000. In the event the salary earned during the Restricted Period exceeds this threshold, the Non-Competition Payment will be reduced, or eliminated, pro rata.).
Additional Consideration. To the extent that a holder of First Lien Bank Debt, in its capacity as such, receives Additional Bank Consideration in connection with the Restructuring, such Additional Bank Consideration shall be made available to all Consenting Creditors that are holders of First Lien Bank Claims, in their capacities as such, on the same terms and on a pro rata basis in accordance with their respective First Lien Bank Claims holdings. Any Consenting Creditor that is a holder of First Lien Bank Claims who is not accorded such Additional Bank Consideration shall have the right to terminate this Agreement upon three (3) Business Days’ written notice to the Parties in accordance with Section 26 hereof; provided that such termination shall only be with respect to the terminating Consenting Creditor, and not with respect to any non-terminating Parties. To the extent that a holder of First Xxxx Xxxx Debt, in its capacity as such, receives Additional Bond Consideration in connection with the Restructuring, such Additional Bond Consideration shall be made available to all Consenting Creditors that are holders of First Xxxx Xxxx Claims, in their capacities as such, on the same terms and on a pro rata basis in accordance with their respective First Xxxx Xxxx Claims holdings. Any Consenting Creditor that is a holder of First Xxxx Xxxx Claims who is not accorded such Additional Bond Consideration shall have the right to terminate this Agreement upon three (3) Business Days’ written notice to the Parties in accordance with Section 26 hereof; provided that such termination shall only be with respect to the terminating Consenting Creditor, and not with respect to any non-terminating Parties.
Additional Consideration. 1. CPS shall be added as an additional insured to Provider’s/Vendor’s general, automobile, excess or umbrella, environmental, and, if appropriate, professional and cyber liability policies.
Additional Consideration. Borrower shall grant Lender options to purchase 62,500 shares of registered common stock of the Borrower, at a price of $.80 per common share, such options being available for a period of twenty-four months, commencing with the date of this note.
Additional Consideration. The parties hereto have agreed to structure the Stock Purchase as a purchase of all the outstanding Capital Stock of North Star with an election pursuant to Section 338(h)(10) of the Code (the "Section 338 Election"), such that receipt of the Stock Portion will be a taxable event to the Shareholders and Transport America will for income tax purposes be able to record North Star's assets on its books at the portion of Purchase Price allocated thereto pursuant to Section 8.9 hereof and fully amortize for federal income tax purposes the portion of the Purchase Price allocated to good will pursuant to Section 8.9 hereof. Recognizing the tax benefits to Transport America and the tax detriments to Shareholders as a result of the Section 338 Election, Transport America shall pay the Shareholders in cash the following amounts in addition to the Purchase Price. At the end of each of Transport America's fiscal quarters commencing June 30, 1999 and lasting until the Put right set forth in Article IX first becomes exercisable, Transport America will pay the Shareholders in the aggregate the amount calculated by multiplying Ninety Thousand Seven Hundred Twenty and no/100 Dollars ($90,720) by a fraction, the numerator of which is the aggregate number of shares underlying the Stock Portion still owned by the Shareholders at the end of the relevant fiscal quarter and the denominator of which is 1,200,000. Each such payment shall be made by Transport America in immediately available funds within fifteen (15) days of the end of each such fiscal quarter, with the first such payment to be made on or before July 15, 1999; provided, however, that notwithstanding the foregoing, Transport America shall not be required to make such payments until a reasonable time after the Shareholders have provided the information referred to below regarding the number of shares owned at the end of the applicable quarter. It is understood by North Star and the Shareholders that the income tax payment obligations of each Shareholder arising out of the receipt of the Purchase Price shall not be or become the tax payment obligations of Transport America by virtue of this Section. In addition, Transport America shall not be responsible for the proper allocation of such payments among the Shareholders, but shall pay the applicable amount payable under this section to a single account established for the Shareholders. The Shareholders agree to give Transport America such information as Transport Ameri...
