PWC SERVICES FEE. In consideration of PwC supplying the PwC Human Resources, after the parties have entered into the Human Resources Agreement, PwC shall be entitled to receive a fee equal to [*]. In the event the relationship between license fees, revenues and other revenues received by C1 from its licensees (i.e., consulting fees, maintenance fees and support fees) differs materially from C1's business plan as it exists on the date hereof and as disclosed to PwC, the parties shall negotiate the fees due under this Section 7.3 in good faith. For purposes of this Section 7.3, "license fee revenues" shall mean license fees, to the extent received in cash by C1, net of withholding taxes and other deductions, from customers; provided that it is understood and agreed that "license fee revenues" shall not include any amounts received by C1 for maintenance and support services, consulting or professional service fees, any transaction fees or any other amount or payment for goods or services not expressly included within the definition of "license fee revenues" set forth above. Such fee shall be paid quarterly in arrears; provided, however, in the event that this Agreement is terminated by C1 or by PwC pursuant to section 11.3.2 below, or there is a Change of Control of C1, prior to PwC being paid the full [*] under this Section 7.3, PwC shall be entitled to be paid [*]. In the event that there is a Change in Control of C1, all remaining amounts due to PwC under this Section 7.3 shall become immediately due and payable to PwC regardless of the amount of C1's license fee revenues on that date. For purposes of this Agreement, a Change in Control shall mean the occurrence of one or more of the following events: (a) the direct or indirect sale, lease, exchange or other transfer of all or substantially all of the assets of an entity to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons"); (b) the consummation of any consolidation or merger of an entity with or into another corporation with the effect that the stockholders of such entity immediately prior to the date of the consolidation or merger hold immediately after such merger or consolidation less than 51% of the combined voting power of the outstanding voting securities of the surviving entity of such merger, or the corporation resulting from such consolidation, ordinarily having the right to vote in the election of directors (apart from rights accruing under special circumstances) immediately after such merger or consolidation; (c) the stockholders of an entity shall approve any plan or proposal for the liquidation or dissolution of such entity; (d) a person or entity or Group of Persons acting in concert as a partnership, limited partnership, syndicate or other group shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become the direct or indirect beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act of 1934, as amended) of securities of an entity representing 30% or more of the combined voting power of the then outstanding securities of such entity ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of the directors; and (e) a person or entity or Group of Persons, together with any affiliates thereof, shall succeed in having a sufficient number of its nominees elected to the Board of Directors of an entity such that such nominees, when added to any existing directors remaining on the Board of Directors of such entity after such election who are affiliates of such person, entity or Group of Persons, will constitute a majority of the Board of Directors of such entity.
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PWC SERVICES FEE. In consideration of PwC supplying the PwC Human Resources, after the parties have entered into the Human Resources Agreement, PwC shall be entitled to receive a fee equal to [*]5% of C1's license fee revenues, up to a maximum fee of $3,500,000. In the event the relationship between license fees, revenues and other revenues received by C1 from its licensees (i.e., consulting fees, maintenance fees and support fees) differs materially from C1's business plan as it exists on the date hereof and as disclosed to PwC, the parties shall negotiate the fees due under this Section 7.3 in good faith. For purposes of this Section 7.3, "license fee revenues" shall mean license fees, to the extent received in cash by C1, net of withholding taxes and other deductions, from customers; provided that it is understood and agreed that "license fee revenues" shall not include any amounts received by C1 for maintenance and support services, consulting or professional service fees, any transaction fees or any other amount or payment for goods or services not expressly included within the definition of "license fee revenues" set forth above. Such fee shall be paid quarterly in arrears; provided, however, in the event that this Agreement is terminated by C1 or by PwC pursuant to section 11.3.2 below, or there is a Change of Control of C1, prior to PwC being paid the full [*] $3,500,000 under this Section 7.3, PwC shall be entitled to be paid [*]a pro rata amount of $3,500,000 based upon the number of hours of the PwC Human Resources that have been provided to C1 out of 18,000 hours. For example, if PwC provides 9,000 hours of the PwC Human Resources, PwC shall be entitled to be paid 5% of C1's gross revenues, up to a maximum fee of $1,750,000 (or 1/2 of $3,500,000). In the event that there is a Change in Control of C1, all remaining amounts due to PwC under this Section 7.3 shall become immediately due and payable to PwC regardless of the amount of C1's license fee revenues on that date. For purposes of this Agreement, a Change in Control shall mean the occurrence of one or more of the following events:
(a) the direct or indirect sale, lease, exchange or other transfer of all or substantially all of the assets of an entity to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons");
(b) the consummation of any consolidation or merger of an entity with or into another corporation with the effect that the stockholders of such entity immediately prior to the date of the consolidation or merger hold immediately after such merger or consolidation less than 51% of the combined voting power of the outstanding voting securities of the surviving entity of such merger, or the corporation resulting from such consolidation, ordinarily having the right to vote in the election of directors (apart from rights accruing under special circumstances) immediately after such merger or consolidation;
(c) the stockholders of an entity shall approve any plan or proposal for the liquidation or dissolution of such entity;
(d) a person or entity or Group of Persons acting in concert as a partnership, limited partnership, syndicate or other group shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become the direct or indirect beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act of 1934, as amended) of securities of an entity representing 30% or more of the combined voting power of the then outstanding securities of such entity ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of the directors; and
(e) a person or entity or Group of Persons, together with any affiliates thereof, shall succeed in having a sufficient number of its nominees elected to the Board of Directors of an entity such that such nominees, when added to any existing directors remaining on the Board of Directors of such entity after such election who are affiliates of such person, entity or Group of Persons, will constitute a majority of the Board of Directors of such entity.
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