Inducement Payments Sample Clauses
The Inducement Payments clause defines the terms under which one party may offer payments or incentives to another party to encourage a specific action or agreement. Typically, this clause outlines the conditions that must be met for such payments to be made, such as the successful completion of a transaction or the achievement of certain milestones. Its core practical function is to motivate desired behavior or cooperation by providing a financial incentive, thereby facilitating the successful execution of the contract or agreement.
Inducement Payments. A. If, within two (2) years after a Change in Control, the Associate’s “Circumstances of Employment” (as hereinafter defined) shall have changed, the Associate may terminate his employment by written notice to the Corporation given no later than ninety (90) days following such change in the Associate’s Circumstances of Employment. In the event of such termination by the Associate of his employment or if, within two (2) years after a Change in Control, the Corporation shall terminate the Associate’s employment other than for “Cause” (as hereinafter defined), the Corporation shall pay to the Associate, subject to the provisions of paragraph F of this Article FIRST and compliance by Associate with Article THIRD hereof, starting no earlier than on the fifth (5th) business day following the six (6) months’ anniversary of such termination (or death of Associate, if sooner), in cash, the “Special Severance Payment” (as hereinafter defined) as provided in Section E below.
B. Change in Control shall be deemed to occur upon:
(a) a change in ownership of the Corporation, which shall occur on the date that any one person, or more than one person acting as a “Group” (as defined under Section 409A of the Code (as defined hereunder)), other than ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or a member of the ▇▇▇▇▇▇▇▇ or Gershwind families or any trust established principally for members of the ▇▇▇▇▇▇▇▇ or Gershwind families or an executor, administrator or personal representative of an estate of a member of the ▇▇▇▇▇▇▇▇ or Gershwind families and/or their respective affiliates, acquires ownership of stock of the Corporation that, together with stock held by such person or Group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation; provided, however, that, if any one person or more than one person acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Corporation;
(b) a change in the effective control of the Corporation, which shall occur on the date that (1) any one person, or more than one person acting as a Group, other than ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or a member of the ▇▇▇▇▇▇▇▇ or Gershwind families or any trust established principally for members of the ▇▇▇▇▇▇▇▇ or Gershwind families or an execu...
Inducement Payments. A. Subject to the provisions of paragraph G of this Article FIRST, if a "Change in Control" (as hereinafter defined) shall occur, the Corporation shall pay to the Executive, in cash, the amount of $1,200,000, which amount shall be due and payable thirty (30) days after the occurrence of a Change in Control.
Inducement Payments. Subject to the provisions of this Agreement and the Executive’s compliance with Article THIRD hereof, in the event that the Executive incurs a termination of employment within one year after a Change of Control (as hereinafter defined) either by the Parent or the Employer (or any successor to the Parent or the Employer after the Change of Control) without “Cause” (as hereinafter defined, but determined without regard to clause (4) of such definition) or by the Executive with “Good Reason” (as hereinafter defined), the Employer (or any successor thereto) shall pay to the Executive a single lump sum cash payment equal to the “Special Severance Payment” and the Special Severance Bonus (as such terms are hereinafter defined). The Special Severance Payment shall be paid to the Executive on the fifth (5th) business day following the six (6) months’ anniversary of such termination (or on the fifth (5th) business day following the death of the Executive, if sooner). The Special Severance Bonus shall be paid to the Executive in a single lump sum cash payment on the date that bonuses are paid under the Executive Bonus Plan, but in no event later than March 15th of the calendar year following the calendar year in which the Executive’s employment terminates. Notwithstanding the foregoing, the Executive shall not be entitled to any payment under this Part A unless prior to the date such payment is required to be made to the Executive, the Executive delivers to the Employer an executed General Release substantially in the form attached as Exhibit A hereto.
Inducement Payments a. As an inducement to Landlord to exercise either the Substitution Right or the Early Termination Right and in consideration of Landlord's agreement to relocate (or reduce) the Current Premises or to terminate the Lease early pursuant thereto, as the case may be, and thereby reduce the amount of rent payable by Tenant under the Lease, Tenant hereby agrees to pay to Landlord the amount of Five Hundred Thousand Dollars ($500,000.00) (the "Inducement Payment") plus an additional payment (the "Additional Inducement Payment") pursuant to the schedule set forth below: SUBSTITUTION DATE OR EARLY TERMINATION DATE ADDITIONAL INDUCEMENT PAYMENT ------------------------------------------- ----------------------------- January 1, 2004 - June 30, 2004 $1,500,000.00 July 1, 2004 - December 31, 2004 $1,000,000.00 January 1, 2005 - June 30, 2005 $750,000.00 July 1, 2005 - December 31, 2005 $500,000.00 January 1, 2006 - June 30, 2006 $250,000.00 On or after July 1, 2006 $0
b. Both the Inducement Payment and the Additional Inducement Payment shall be paid by Tenant in immediately available funds of lawful money of the United States of America on or before the date that is thirty (30) days prior to the Early Termination Date or the scheduled Substitution Date, as the case may be. If Landlord does not exercise its right under Paragraph 7.d. below, the Inducement Payment and the Additional Inducement Payment shall constitute additional rent payable by Tenant under the Lease. Notwithstanding anything contained in the Lease to the contrary, if Tenant fails to pay any portion of either the Inducement Payment or the Additional Inducement Payment when due, then, notwithstanding anything contained herein to the contrary, then, at Landlord's option exercised by written notice to Tenant within ten (10) days after such payment was due, the Substitution Notice or the Early Termination Notice, as the case may be, shall be void and of no further force or effect. If Landlord does not exercise its right to void the Substitution Notice or the Early Termination Notice, as the case may be, pursuant to the preceding sentence, then the Substitution Notice or the Early Termination Notice, as the case may be, shall remain in full force and effect and Landlord shall have the right to pursue all remedies available to Landlord under the Lease for the collection of rent.
c. Notwithstanding anything contained in this Paragraph 5 to the contrary, if the Substitution Date or the Early Termination Date, ...
Inducement Payments. The combined value of the Inducement Payment and the Additional Inducement Payment shall be an amount equal to One Million Two Hundred and Fifty Thousand Dollars 00/100 ($1,250,000) the (“Total Inducement Payment”). The Total Inducement Payment shall be paid to Landlord on Monday, May 30, 2005 by drawing down the amount of the Security Deposit (valued at the time of this Second Amendment at $2,500,000) in an amount equal to the Total Inducement Payment and paying the proceeds to Landlord. The remaining amount of $1,250,000 shall thereafter constitute the Security Deposit under the Lease (subject to further reduction pursuant to Section 10 below). The amount of the Total Inducement Payment is fixed and, regardless of the 2nd Floor Commencement Date (defined below) or the Actual 6th Floor Surrender Date (defined below), shall not change. The Total Inducement Payment is being given by Tenant in consideration for Landlord’s agreement to the Tenant Benefits (defined below).
Inducement Payments. 8.1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall (to the extent permitted by law) pay £17 million (inclusive of VAT except to the extent that such VAT is recoverable) to Newco if:
(A) a Competing Proposal (or any amendment, variation or revision of such proposal) is announced prior to the Acquisition lapsing or being withdrawn or, if earlier, prior to the expiry of 6 months from the date of this agreement and such Competing Proposal subsequently becomes or is declared wholly unconditional or is completed; or
(B) the Independent Directors withdraw or adversely modify their recommendation of the Scheme or Offer and subsequently the Scheme or Offer lapses or is withdrawn. The total amount payable under this clause 8.1 (excluding VAT that is recoverable by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) shall not exceed £17 million.
Inducement Payments. In order to induce FundQuest to hire Envestnet as its provider of Platform Services, Envestnet agrees to make certain payments to FundQuest:
A. Upfront Payment: Envestnet will pay FundQuest an amount equal to [*** ] as payment to induce FundQuest to enter into this transaction. Such payment may be utilized, at FundQuest’s complete discretion, to facilitate the restructuring of FundQuest or for any other costs associated with this Agreement.
Inducement Payments. If, within two (2) years after a Change in Control, the Associate’s “Circumstances of Employment” (as hereinafter defined) shall have changed, the Associate may terminate his employment by written notice to the Corporation given no later than ninety (90) days following such change in the Associate’s Circumstances of Employment. In the event of such termination by the Associate of his employment or if, within two (2) years after a Change in Control, the Corporation shall terminate the Associate’s employment other than for “Cause” (as hereinafter defined), the Corporation shall pay to the Associate, subject to the provisions of paragraph F of this Article FIRST and compliance by Associate with Article THIRD hereof, in cash, the “Special Severance Payment” (as hereinafter defined) as provided in Section E below.
Inducement Payments. A. If, within two (2) years after a Change in Control, the Associate’s “Circumstances of Employment” (as hereinafter defined) shall have changed, the Associate may terminate his employment by written notice to the Corporation given no later than ninety (90) days following such change in the Associate’s Circumstances of Employment. In the event of such termination by the Associate of his employment or if, within two (2) years after a Change in Control, the Corporation shall terminate the Associate’s employment other than for “Cause” (as hereinafter defined), the Corporation shall pay to the Associate, subject to the provisions of paragraph F of this Article FIRST and compliance by Associate with Article THIRD hereof, in cash, the “Special Severance Payment” (as hereinafter defined) as provided in Section E below.
B. Change in Control shall be deemed to occur upon:
(a) a change in ownership of the Corporation, which shall occur on the date that any one person, or more than one person acting as a “Group” (as defined under Section 409A of the Code (as defined hereunder)), other than ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or a member of the ▇▇▇▇▇▇▇▇ or Gershwind families or any trust established principally for members of the ▇▇▇▇▇▇▇▇ or Gershwind families or an executor, administrator or personal representative of an estate of a member of the ▇▇▇▇▇▇▇▇ or Gershwind families and/or their respective affiliates, acquires ownership of stock of the Corporation that, together with stock held by such person or Group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation; provided, however, that, if any one person or more than one person acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Corporation;
(b) a change in the effective control of the Corporation, which shall occur on the date that (1) any one person, or more than one person acting as a Group, other than ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or a member of the ▇▇▇▇▇▇▇▇ or Gershwind families or any trust established principally for members of the ▇▇▇▇▇▇▇▇ or Gershwind families or an executor, administrator or personal representative of an estate of a member of the ▇▇▇▇▇▇▇▇ or Gershwind families and/or their respective affiliates, acquires (...