Release Consideration Sample Clauses

Release Consideration. Executive agrees that in exchange for the benefits referenced in this Agreement, Executive will execute a release of all known or unknown claims (“Global Release”) following the Retirement Date, which shall be similar, in all material respects, to the “Release Agreement” attached to this Agreement as Exhibit A. Executive understands and agrees that a failure to timely execute and return the Global Release will result in Executive being ineligible for the benefits referenced in this Agreement.

Release Consideration. As consideration for the acquisition of the Acquired Tag-Along Rights pursuant to Section 2 of this Agreement and the release provided in Section 3 and subject to the Closing occurring, each of MFFB or NexCen, as applicable, shall pay each Franchisee the amounts set forth below (the "Release Consideration"): (a) Within three (3) Business Days following the Closing Date, MFFB shall pay to each Franchisee, by wire transfer of immediately available funds to each applicable Franchisee Account, such Franchisee's Pro Rata Share of Six Million Seven Hundred Thousand Dollars ($6,700,000); (b) Within five (5) Business Days following the Closing Date, NexCen shall deliver to each Franchisee a Warrant representing such Franchisee's Pro Rata Share of Three Hundred Thousand (300,000) shares of NexCen common stock; provided, that NexCen shall not be obligated to issue any Warrant to any Person who has not completed an accredited investor questionnaire; and (c) Following the Closing Date, NexCen shall credit each Franchisee who elects to enter into a New Franchise Agreement with NexCen its Pro Rata Share of One Million Dollars ($1,000,000) towards any Initial Franchise Fees payable under such New Franchise Agreement, on one or more New Franchise Agreements, until such Pro Rata Share is exhausted ("Franchise Credit"), which, if permitted by applicable law, Franchise Credit may be transferred by such Franchisee, subject to NexCen's prior written approval, which shall not be unreasonably refused, conditioned, or delayed if such transferee meets NexCen’s franchisee criteria applicable to such Franchise; provided, however, that the Franchise Credit shall not reduce the Initial Franchise Fee payable under any New Franchise Agreement to less than One Thousand Dollars ($1,000); provided, further, that the Franchise Credits shall expire, if not otherwise used, on the two (2) year anniversary of the Closing Date.

Release Consideration. Executive agrees that in exchange for the benefits referenced in this Agreement, on or following the Resignation Date, Executive must execute and deliver to the Company the release of claims attached to this Agreement as Exhibit B (“Global Release”) and the Global Release must become effective and irrevocable within 60 days following the Resignation Date. Executive understands and agrees that a failure to timely execute and return the Global Release will result in Executive being ineligible for the benefits referenced in this Agreement, including the Severance Payments.

Release Consideration. In consideration for my execution of this Release, the Company agrees to make payments to me and/or make benefits available to me pursuant to the Company’s Consulting and Noncompetition Agreement (the “Consulting Agreement”), at the time and in the form set forth in the Consulting Agreement. I acknowledge that in the absence of my execution of this Release, I would not be entitled to certain of the benefits described in this paragraph 2. I acknowledge further that such benefits are adequate and satisfactory consideration to me for entering into this Release.

Release Consideration. (a) In exchange for Your promises and obligations in the Severance and Release Agreements, including the release of claims and covenant not to s▇▇ set forth in this Release, and provided that You sign and do not revoke this Release, You comply with the terms and conditions of this Release, and this Release becomes effective, the Company will pay You the amounts, and will provide You the benefits, due to You under the Severance Benefits Agreement (“Release Consideration”). (b) Payment of any monetary amount provided for in this Section 2 will be made within the time periods required by the Severance Benefits Agreement (except for payments or benefits that will be paid or provided over time as provided in the Severance Benefits Agreement) and, if no time is specified, within 5 business days after this Release becomes effective. (c) All payments made pursuant to the Severance and Release Agreements will be subject to withholding of applicable federal, state and local payroll deductions and withholdings. Notwithstanding the foregoing, You are solely responsible and liable for the satisfaction of any federal, state, or local taxes that may arise with respect to the Severance and Release Agreements. Neither the Company nor any of its employees, directors, or service providers shall have any obligation whatsoever to pay any such taxes or interest, to prevent You from incurring them, or to mitigate or protect You from any such tax or interest liabilities. (d) In addition to the payments and benefits under the Severance and Release Agreements, upon termination of Your employment with the Company, You shall receive any payments required by applicable law (including payments with respect to accrued and unused vacation time). Payments required under this Section 2(d) are not conditioned upon You signing this Release or upon this Release becoming effective and shall be made within the time period(s) required by applicable law. (e) Other than the Release Consideration, You shall not be entitled to any additional payments or benefits from the Company resulting from a termination of Your employment with the Company or under any Company incentive compensation, commission or other plan or arrangement. (f) To the extent you may have stock options to acquire common stock of the Company that are vested as of the Employment Termination Date, the effect of the termination of Your employment with the Company on your rights to exercise such stock options and on their termination, ...

Release Consideration. At the Closing and subject to the terms and conditions set forth in this Agreement, in consideration of (i) the release provided by ▇▇▇▇ and other consideration provided by ▇▇▇▇ under this Agreement, (ii) the sale, transfer and conveyance of ▇▇▇▇’▇ interest in ZFC Royalty Partners and (iii) the assignment of all right, title and interest of ▇▇▇▇ in its Pollution Legal Liability Policy, effective as of March 1, 2005, by and between ▇▇▇▇ and AIG Environmental (and any predecessor policy relating thereto), the Purchaser shall, in addition to the assumption of the Assumed Liabilities, pay directly to ▇▇▇▇ $100,000 (the “Release Consideration”). The Release Consideration shall be payable at the Closing by wire transfer of immediately available funds made to the account of ▇▇▇▇ designated in writing by ▇▇▇▇ to Purchaser at least two Business Days prior to the Closing Date.

Release Consideration. Subject to and conditioned upon the issuance of the Notes hereunder at Closing, the Noteholder Representative and each Purchaser and each of their Related Parties, individually and jointly, and on behalf of their principals, directors, officers, counsel, managers, stockholders, members, limited partners, general partners; present, former, and future spouses, agents, representatives, successors, heirs, beneficiaries, predecessors, assigns, legal representatives, trustees and executors and anyone claiming by, through or on behalf of any of them (all of the foregoing are collectively referred to hereafter as “Releasing Parties”) hereby release, remise, and forever discharge Jupiter, the Parent, the Borrowers and each other Loan Party and each of their Related Parties, individually and jointly, and on behalf of their principals, directors, officers, counsel, managers, stockholders, members, limited partners, general partners; present, former, and future spouses, agents, representatives, successors, heirs, beneficiaries, predecessors, assigns, legal representatives, trustees and executors (all of the foregoing are collectively referred to hereafter as “Released Parties”) from any and all claims, debts, suits, demands, contracts, judgments, damages, costs, proceedings, and actions of any kind which Releasing Parties ever had, now have, or may hereafter have, whether known or unknown, accrued or not accrued, suspected or unsuspected, arising out of or in any way related to the Obligations to Jupiter Sellers but specifically excluding the Excluded Obligations and any claims that the Purchasers may have under the Merger Agreement (other than with respect to the Holdback Amount and interest accrued thereon as of the date of this Agreement) (collectively, the “Claims”). The Releasing Parties hereto fully and voluntarily waive, release, and relinquish any rights and benefits which they may have under any law pertaining to the Claims. In connection with such waiver and relinquishment, the Releasing Parties acknowledge that they may hereafter discover facts in addition to or different from those which they now know or believe to be true as regards the subject matter of this release, but it is their intention to fully and finally forever settle and release any and all matters, disputes and differences, known or unknown, suspected or unsuspected, which do now exist, may exist, or heretofore have existed between the Releasing Parties and the Released Parties, other than as...

Release Consideration. In exchange for your promises and obligations in this Release and the Employment Agreement, including the release of claims set forth below, if You sign and do not revoke this Release and this Release becomes effective, the Company will pay You the amounts, and will provide the benefits, due to You under the Employment Agreement, minus legally required federal, state and local payroll deductions and withholdings. Payment of any monetary amount provided for in this Section 2 will be made within the time periods required by the Employment Agreement (except for payments or benefits that will be paid or provided over time as provided therein) and, if no time is specified, within 5 business days after this Release becomes effective.

Release Consideration. If Employee signs this Agreement within twenty-one (21) days and does not revoke Employee’s acceptance within seven (7) days thereafter, then, in exchange for the promises contained herein, the Company will provide Employee with the following release consideration (the “Release Consideration”), which consideration Employee acknowledges is not otherwise owed to Employee under any employment agreement (oral or written) or any Company policy or practice: i. In exchange for Employee’s release of claims under the federal Age Discrimination in Employment law (“ADEA”) and notwithstanding section 3 above, the Company shall provide accelerated vesting for thirty thousand (30,000) shares of Employee’s stock options that were granted in the stock option agreement dated April 13, 2009 (the “Stock Option Agreement”). ii. In exchange for Employee’s release of all other claims of discrimination of any sort and notwithstanding section 3 above, the Company shall provide accelerated vesting for an additional thirty thousand (30,000) shares of Employee’s stock options that were granted in the Stock Option Agreement. iii. In exchange for Employee’s release of all other claims of any nature and not withstanding section 3 above, the Company shall extend the period in which Employee may exercise the vested stock option in section 4(a)(i) and 4(a)(ii) above until March 15, 2011. In addition, from the period beginning on March 16, 2010 and ending on October 13, 2012, Employee shall remain eligible to participate in the Company’s health plan, as otherwise in effect from time to time (the “Plan”) on a COBRA or COBRA-equivalent basis, provided the otherwise applicable requirements of COBRA are satisfied by Employee, recognizing that to the extent this period extends beyond the period of coverage required under COBRA (i.e., the eighteen (18) months beginning on March 16, 2010 and ending October 13, 2011), the Employee’s obligations to timely pay the required premium, etc., shall be applied as if the COBRA requirements continued to apply. Further, for the period from March 16, 2010 through April 13, 2011, the Company shall pay Employee additional severance pay (in the addition to the amount otherwise payable under Section 4(b) below) measured by the difference between the COBRA benefit rate and Employee’s current benefit contribution rate under the Plan. The initial semimonthly amount for such additional severance pay, less applicable deductions and withholdings, shall be two hundred d...