Transaction Based Compensation. For Services referenced in Section 1 of this Agreement, the Consultant will be compensated Forty Thousand Dollars and Zero Cents ($40 ,000 ) regardless of the transaction size. Payment of compensation earned by Consultant pursuant to this Part 1 shall be contingent on, and payable at the closing of the debt issue( s) undertaken to finance the Project.
Transaction Based Compensation. There is no existing contract, plan, or arrangement that, individually or collectively, could give rise to the payment as a result of the Transactions of any amount that (i) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code or (ii) would not be deductible by an FNC Entity or Parent by reason of Section 280G of the Code. The execution of this Agreement and the consummation of the Transactions (alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) will not (x) entitle any current or former employees of any FNC Entity to any payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Benefit Plan, (y) otherwise trigger any acceleration of vesting or payment of benefits under or with respect to any Benefit Plan, or (z) trigger any obligation to fund any Benefit Plan.
Transaction Based Compensation. (a) In the event that the Company has consummated an acquisition of a business unit (the "Acquired Entity") as a result of the efforts of the Executive, by merger, purchase of assets or securities, consolidation, tender or exchange offer (such transaction being hereinafter referred to as an "Acquisition Transaction"), during the Employment Period or pursuant to a written agreement executed during the Employment Period, the Executive shall, subject to the conditions set forth in Section 2.9(b), be entitled to receive an amount ("Transaction-Based Compensation") equal to 1% of the sum of the aggregate consideration payable by the Company (whether in cash, property and/or securities) in connection therewith, payable in the manner described below in Section 2.9(b). Notwithstanding the foregoing, in no event shall the aggregate amount of Transaction-Based Compensation in respect of all Acquisition Transactions that is payable in any fiscal year of the Company (in accordance with 2.9(b) below) exceed $200,000 (the "$200,000 Limit") and no amounts of Transaction-Based Compensation shall be carried over for future fiscal years to the extent that a given fiscal year's Transaction-Based Compensation is less than the $200,000 Limit. The value of any consideration in accordance in with this Section 2.9(a) (other than cash or marketable securities) shall be the fair market value thereof determined, in good faith, by the Board.
Transaction Based Compensation. Except as set forth on Schedule 3.11(g)(i), there is no existing contract, plan, or arrangement that, individually or collectively, could give rise to the payment as a result of the transactions contemplated by this Agreement of any amount that (i) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code to any Solicited DQ Valuation Business Employees or any current or former employees of the Transferred Companies or (ii) would not be deductible by the Transferred Companies or Buyers by reason of Section 280G of the Code. Except as set forth on Schedule 3.11(g)(ii), the execution of this Agreement and the consummation of the transactions contemplated by this Agreement (alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) will not (i) entitle any current or former employees of the Transferred Companies or the Solicited DQ Valuation Business Employees to any payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Seller Plan, (ii) otherwise trigger any acceleration of vesting or payment of benefits under or with respect to any Transferred Companies Plan, or (iii) trigger any obligation to fund any Transferred Companies Plan.
Transaction Based Compensation. In the event of one or more sales, transfers, conveyances or assignments by the Purchaser (or any present or future Affiliate of the Purchaser), directly or indirectly to a non-controlled entity, in one or a series of transactions, of all or any part of the Omega Infusion Assets that utilize the Vendor emulsions (whether by sale or transfer or conveyance or assignment of rights, assets, equity ownership, merger, combination, licensing or otherwise), the Purchaser shall pay to the Vendor following the closing of any such transaction(s) fifteen percent (15%) of the net proceeds actually received by and vested in the Purchaser (or any present or future Affiliate or designee of the Purchaser) in respect of any such transactions (the “Transaction Based Compensation”). Any proceeds from issuance of equity by OBRANDS are specifically excluded from the definition of Transaction Based Compensation. The Transaction Based Compensation shall be payable as follows:
Transaction Based Compensation. For Services referenced in Section 1.01 of this Agreement, including Services performed after the adoption by the Board of Education, the fee shall be determined prior to the issuance, which shall be contingent on, and payable at the closing of the debt issue(s) undertaken to finance the Project.
