Payment to Shareholder Sample Clauses

Payment to Shareholder. Shareholder acknowledges that this Agreement is entered into in connection with and as an inducement for the Buyer and Merger Sub to enter into the Merger Agreement and the Voting Agreement, pursuant to which Merger Sub will purchase the Subject Shares from Shareholder. As specific further consideration for the covenants contained herein, Buyer has agreed (a) to include in the Merger Agreement that Shareholder will receive the “Award Balance” as defined in and provided pursuant to the second sentence of Section 4.5(c) of the Merger Agreement, and that such Award Balance shall be paid notwithstanding any separation of service requirement for such payment, (b) that Shareholder will receive 100% of the target cash bonus for 2011 as defined in and provided pursuant to the third sentence of Section 6.12(a) of the Merger Agreement, and (c) that the Company shall pay to Shareholder an amount equal to one month of Shareholder’s base salary as in effect on the date hereof (all subject to normal withholdings and deductions). Buyer further agrees that Shareholder shall be a third party beneficiary with respect to the provisions set forth in Section 6.12(d) of the Merger Agreement.
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Payment to Shareholder. If Merger Sub (a) purchases Shareholder's Shares pursuant to the Option and (b) tenders, exchanges or otherwise converts such Shareholder's Shares pursuant to the terms of an Acquisition Proposal or otherwise sells, transfers or exchanges Shareholder's Shares to or with a third party in connection with a tender offer, exchange offer, merger, consolidation or other business combination involving the Company or the Shares (any such transaction, an "Acquisition Transaction"), then, promptly after Purchaser's or Merger Sub's receipt of the full amount of the consideration payable in exchange for such Stockholder's Shares pursuant to the Acquisition Transaction, Purchaser or Merger Sub shall pay to Shareholder consideration equal in value to one-half of the difference between (i) the aggregate value of the consideration received by Purchaser or Merger Sub in exchange for such Stockholder's Shares pursuant to the Acquisition Transaction and (ii) the aggregate amount paid to Shareholder upon the purchase of Shareholder's Shares pursuant to the exercise of the Option, which consideration shall be paid (x) in cash, in the event that the consideration received in such Acquisition Transaction is cash or (y) in such other consideration as is received by Purchaser or Merger Sub pursuant to the terms of the Acquisition Transaction. In the event Merger Sub transfers or disposes of Shareholder's Shares pursuant to the terms of an Acquisition Transaction, such transfer or disposal shall be deemed for tax purposes only to have been made by a partnership in which each of Merger Sub and Shareholder own a 50% interest.
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Related to Payment to Shareholder

  • Agreement to Subscribe Purchase Price (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act; and

  • Agreement to Subscribe 1.1. Purchase and Issuance of the Private Units.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

  • Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

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