Acceleration of Conditional Consideration Sample Clauses

Acceleration of Conditional Consideration. Buyer agrees that, notwithstanding anything to the contrary contained herein, in the event that, at any time before the last day of the Measurement Period or the 2001 Period, whichever is later, the employment by the Surviving Corporation of any one or more of the Key Employees (as defined in Section 8.6 below) is terminated by the Surviving Corporation (other than by unauthorized action of a Stockholder) without "cause" (as defined in such Key Employee's Employment Agreement or Additional Employment Agreement, as the case may be, at the Effective Time) or there shall be a "change in control" (as defined below) of Buyer, then, in either such event and in lieu of any issuances pursuant to Section 1.3 above, Buyer shall issue to the Stockholders, within 30 days after the effective date of such termination or change in control, as the case may be (said effective date being herein referred to as the "Acceleration Date"), shares of Buyer Common Stock with an aggregate market value, based on the average last sale price of the Buyer Common Stock as reported on the American Stock Exchange during the period of 15 consecutive trading days ending on the trading day immediately prior to the Acceleration Date, equal to $5,000,000. For purposes of this Section 1.4, a "change in control" means (i) any merger, consolidation, share exchange, stock issuance or similar transaction or series of related transactions following which the stockholders of Buyer immediately prior to such transaction(s) beneficially own less than 50% of the equity of the surviving entity following such transaction(s), (ii) a sale or other disposition of substantially all of the assets of Buyer (including without limitation a distribution of Buyer's assets in liquidation or dissolution), (iii) the filing of a Schedule 13D with respect to Buyer that discloses that an individual, entity or group possesses more than 50% of the beneficial ownership of Buyer, or (iv) the termination of employment of Buyer's current Chief Executive Officer, other than by reason of his death or disability.
Sample 1
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Related to Acceleration of Conditional Consideration

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

  • 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 Conditions to Issuance of Stock If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Additional Conditions to Issuance of Shares Each transfer of Performance Shares shall be subject to the condition that if at any time the Committee shall determine, in its sole discretion, that it is necessary or desirable as a condition of, or in connection with, transfer of Performance Shares (i) to satisfy withholding tax or other withholding liabilities, (ii) to effect the listing, registration or qualification on any securities exchange or under any state or federal law of any Shares deliverable in connection with such exercise, or (iii) to obtain the consent or approval of any regulatory body, then in any such event such transfer shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

  • Computation of Consideration To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. Such determination of the fair value of such consideration shall be made by an Independent Appraiser. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Acceleration Upon a Change of Control Subject to any additional acceleration of exercisability described in Sections 4(b), (c) and (d) below, in connection with a Change of Control (as defined in Section 1 above), the vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated. The foregoing provision is hereby deemed to be a part of each such Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

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