Contingent Stock. Employee shall be entitled to receive 30,000 shares of Contingent Stock pursuant to the terms and conditions set forth in the form of Contingent Stock Agreement set forth as Annex "E" hereto; provided, however, that the grant of such Contingent Stock shall be subject to the approval of the REIT's stockholders.
Contingent Stock. If, and only if, the Company and a physicians’ group to be formed following the Closing and owned by affiliates of the Buyer, taken together (the “Aligned Division”), meet the revenue target described on Schedule 1.2(b), the Buyer shall issue the Contingent Stock to the Sellers. If such revenue target has not been met by February 1, 2012, then the Sellers’ right to receive the Contingent Stock shall terminate.
Contingent Stock. As provided in the Amended and Restated Contingent Stock Agreement dated as of May 1, 1998 by and between the REIT and the Employee attached hereto as Annex E, as amended from time to time (the "Contingent Stock Agreement"), the Employee shall be entitled to receive shares of Contingent Stock (as defined therein) pursuant to such agreement. In accordance with Section 3.2(a) of the Contingent Stock Agreement, the Compensation Committee of the Board has established the "Performance Goals" (as defined therein) for fiscal years 2000 through 2003 applicable to the award of Contingent Stock in the event of the Employee's termination of employment in an Early Termination during the period beginning on January 1, 2000 and ending on March 31, 2003 (the "Contingent Stock Period"). In the event of the Employee's termination of employment in an Early Termination during the Contingent Stock Period, the Compensation Committee shall certify in writing, as of the effective date of such Early Termination, whether the REIT's annual operating income for the portion of the then current fiscal year completed prior to such date equals or exceeds 80% of the product of (1) the REIT's annual operating income for fiscal year 1999 and (2) the ratio of (A) the number of days elapsed in the then current fiscal year prior to the date of Early Termination to (B) the number 365 (the "Early Termination Performance Goal"). If the Early Termination Performance Goal has been met, the Employee shall receive, within 5 days following the effective date of such Early Termination, that number of shares of Contingent Stock equal to (x) 75,000 minus (y) the number of shares of Contingent Stock awarded to the Employee under Section 3.2 of the Contingent Stock Agreement prior to such date.
Contingent Stock. Subject to stockholder approval as provided in the Amended and Restated Contingent Stock Agreement dated as of April 1, 1998 by and between the REIT and the Employee (the "Amended Contingent Stock Agreement"), the Employee shall be entitled to receive shares of Contingent Stock (as defined therein) pursuant to such agreement. Unless and until the Amended Contingent Stock Agreement is approved by the REIT's stockholders as therein provided, the terms of the Contingent Stock Agreement dated June 30, 1996 between the REIT and the Employee shall remain in effect and the Employee shall be entitled to receive shares of Contingent Stock as therein provided.
Contingent Stock. (a) In addition to the Shares being issued by Mako and transferred to Tracker pursuant to Section 2.1 hereof, if, during the Contingent Stock Period, the Share Value of the Mako Common Stock is five dollars ($5.00) or more, then Mako shall issue and transfer to Tracker one-million eight-hundred thousand (1,800,000) shares of Contingent Stock. If, during the Contingent Stock Period, the Share Value of Mako Common Stock is six dollars ($6.00) or more, then Mako shall issue and transfer to Tracker an additional one-million eight- hundred thousand (1,800,000) shares of Contingent Stock. If, during the Contingent Stock Period, the Share Value of the Mako Common Stock is seven dollars ($7.00) or more, then Mako shall issue and transfer to Tracker an additional three-million six-hundred twenty-nine thousand (3,629,000) shares of Contingent Stock. Tracker's rights to receive such Contingent Stock shall be non-transferrable and non-negotiable.
Contingent Stock. Payments 2.1 Jurisdictions of Qualification 2.2 Subsidiaries; Investments; Interests 2.3 Capital Stock of the Companies 2.8 Violations 2.9(a) Liabilities 2.9(b) Liabilities Covered by Insurance 2.9(c) Accounts Payable 2.12 Contracts 2.14 Real and Personal Property 2.17 Permits and Licenses 2.18 ERISA, Benefit Plans and Other Matters 2.19(a) Intellectual Property 2.19(d) Software 2.20 Environmental Matters 2.21 Affiliated Transactions 2.22 Banking Arrangements 2.23 Insurance 2.24 Consents 2.26 Accounts Receivable 2.29 Participation in Audits 2.30(a) Fraud and Abuse 2.30(b) Third-Party Payors 2.30(c) Medicare and Medicaid Compliance 2.30(d) Rate Limitations and Rates 3.2 Subsidiaries of AmeriPath 6.6 Employment Agreement Sellers 6.13 Contract Assignments 7.3 Third Party Consents 7.4 Regulatory Approvals 7.11 Creditor Consents
Contingent Stock. Pursuant to the Merger Agreement between Homeplex Corporation and Meritage Corporation (formerly Monterey Homes Corporation) dated December 31, 1996, Employee was granted rights to 133,333 shares of "contingent stock" that was tied to his continuing employment or his termination without cause, of which 44,445 shares are subject to issuance. The Company hereby acknowledges that Employee is vested in this contingent stock and that it will be issued and distributed to him in accordance with the terms of the Merger Agreement, Employment Agreement and related Escrow and Contingent Stock Agreement without regard to Employee's continuing employment. To the extent necessary for this purpose, Employee's separation shall be considered a "termination without cause" under the Merger Agreement, the Employment Agreement and the Escrow and Contingent Stock Agreement.
Contingent Stock. As a component of the Merger Consideration, holders of common stock and Notes of the Company immediately prior to the Effective Time will receive as a conversion right, a contingent right to be issued additional shares of Parent Common Stock (the “Contingent Shares”) in the event that less than an aggregate of $2,050,000 is received by Parent under the Financing at any time within fourteen (14) months after the Closing. The aggregate number of Contingent Shares to be issued to the parties entitled to receive Contingent Shares shall be determined in accordance with Exhibit D attached hereto.
Contingent Stock. Parent will issue additional shares of Parent ---------------- Common Stock (the "Contingent Stock") if the market value of the Closing Stock ---------------- at of the one-year anniversary of the Closing Date is less than twenty-five million dollars ($25,000,000). For this purpose, the Parent Common Stock will be valued at the average closing price over the ten (10) trading days ending on the one-year anniversary of the Closing (or, if such date is not a business date, the ten trading days ending on the trading day preceding the one-year anniversary), as reported on The Nasdaq National Market (the "Anniversary Stock Price"). The Contingent Stock will be a number of shares of ----------------------- Parent Common Stock having a value, at the Anniversary Stock Price, equal to twenty-five million dollars ($25,000,000) minus the value of the Closing Stock at the Anniversary Stock Price, (as appropriately adjusted for any stock split, stock dividend, reorganization, recapitalization or the like occurring after the date hereof and prior to the determination of the Contingent Stock); provided, however, if such value of the Closing Stock and 1,250,000 shares of Contingent Stock is less than $25,000,000, Parent may, in its sole discretion, deliver cash rather than shares of Contingent Stock above such 1,250,000 shares and provided further, that if such value of the Closing Stock and the Contingent Stock is less than $25,000,000, Parent shall pay the difference in cash. The number of shares of Contingent Stock to be issued, if any, is subject to offset as provided in Article VII of this Agreement.
Contingent Stock. Parent shall also be entitled to offset from the ---------------- Contingent Stock the aggregate cash value of Damages incurred due to an Indemnification Claim and/or the failure of the Company to deliver the Amendment as set forth herein.
