Bonus Upon Sale of Company Sample Clauses

Bonus Upon Sale of Company. In the event of a sale of company Executive shall be entitled to 12.5% of gross proceeds from sale.
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Bonus Upon Sale of Company. If, at any time during the Term and prior to the expiration or early termination of this Agreement, (1) Employee is then currently employed under this Agreement and (2) all or substantially all of Combined Company’s assets (but at least assets comprising 90% or more of the book value of the Combined Company’s assets and 90% or more of the Combined Company’s contracts with its customers) or all of Combined Company’s capital stock is sold to a third-party unaffiliated with the Company or HMC (a “Company Sale”), then, upon Employee’s prior voluntary execution of (A) a written release of any and all claims Employee may assert against the Company or any other Company Party, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys’ fees, equitable relief or any other form of damages or relief (excluding claims for amounts which may be payable pursuant to this Agreement), which Release shall be prepared by the Company (the “Release”) and (B) a non-competition and non-solicitation agreement in favor of Combined Company and, with respect to the non-solicitation covenants, any Company Party on terms substantially similar to those set forth in Section 9 below (the “Non-Competition Agreement”), Employee shall be eligible to receive a bonus (a “Sale Bonus”) equal to the sum of: (a) two and one-half percent (2.5%) of the portion of the “Net Purchase Price” (as defined below) that exceeds ten million dollars ($10,000,000) up to fourteen million dollars ($14,000,000) and (b) five percent (5%) of the portion of the Net Purchase Price that exceeds fourteen million dollars ($14,000,000) up to eighteen million ($18,000,000) and (c) ten percent (10%) of the portion of the Net Purchase Price that exceeds eighteen million ($18,000,000); to be payable at HMC’s option and sole discretion, either in cash or a proportionate share of the type of consideration rendered by buyer at closing or as otherwise provided below in Section 3(d), each in HMC’s sole discretion. For purposes hereof, “Net Purchase Price” shall mean the purchase price paid to Combined Company and/or HMC at closing for the purchase of Combined Company less the sum of (a) any and all debt, payables or other liabilities of Company not assumed or acquired by purchaser at the close of such sales (in other words, all such liabilities that remain liabilities of HMC or any subsidiary of HMC following the closing of such sale), and (b) any and all br...
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Bonus Upon Sale of Company. If at any time during and prior to expiration of the Term, (1) Employee is then currently employed under this Agreement and there has not been any prior “Company Sale” (as defined in this paragraph below) during the term of this Agreement, and (2) all or substantially all of the Company’s assets (including (a) assets comprising 90% or more of the book value of the Company’s assets and (b) contracts generating at least 90% of the Company’s revenues) or all of Company’s outstanding capital stock is sold to a third-party unaffiliated with either the Company or HMC (a “Company Sale”), then Employee shall be eligible to receive a bonus (a “Sale Bonus”) equal to the positive sum (if any) of: (a) ten percent (10%) of the amount by which (i) the “Existing Business Purchase Price” (as defined below) exceeds (ii) the “Existing Business Base Value” (as defined below), plus (b) fifteen percent (15%) of the amount by which (i) the “Acquired Business Purchase Price” (as defined below) exceeds (ii) the “Acquired Business EBITDA Value” (as defined below), plus (c) twenty percent (20%) of the “New Business Purchase Price” (if any, as defined below), minus (d) the amount of the Aggregate Advance under paragraph (v) below, and minus (e) any prior Term Bonus. It is hereby understood and agreed that the sale of all or substantially all of the assets or stock of HMC, shall not be considered a “Company Sale” for purposes hereof. The Sale Bonus, if any, shall be payable as provided in paragraph (iii) below. To clarify certain aspects of the foregoing portion of this paragraph, the parties confirm and agree that the Employee’s potential Sale Bonus shall be calculated in connection with the first Company Sale (and not with respect to any subsequent Company Sale), and in no event shall the Employee receive more than one Sale Bonus under this Agreement.
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Bonus Upon Sale of Company. In the event of a sale of company Executive shall be entitled to 5% of gross proceeds from sale. This amount shall be reduced to 2% in the event of termination for any reason.
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Related to Bonus Upon Sale of Company

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

  • Purchase of Notes upon a Change of Control (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.

  • Repurchase of Notes Upon a Change of Control Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.

  • Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

  • Certain Benefits Upon Termination Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.

  • Treatment of Warrant Upon Acquisition of Company (a) For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Purchase of Notes upon a Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the 2045 Notes as set forth in Section 4 of the form of security attached hereto as Exhibit A, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of that Holder’s 2045 Notes on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of 2045 Notes repurchased, plus accrued and unpaid interest, if any, on the 2045 Notes repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the 2045 Notes with a copy to the Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the 2045 Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

  • Repurchase at Option of Holders Upon a Fundamental Change (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash.

  • Repurchase at the Option of Holders Upon a Change of Control (a) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a Change of Control, make a Change of Control Offer pursuant to the procedures set forth in Section 3.09 hereof. Each Holder shall have the right to accept such offer and require the Company to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes pursuant to the Change of Control Offer at a purchase price, in cash (the “Change of Control Amount”), equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date.

  • Benefits Upon Change of Control The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event of a Change of Control or if Executive’s employment with the Company is terminated under the circumstances described herein.

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