Transaction Incentives. If the Company sells or transfers assets within twelve months of the effective date of this Agreement (the assets actually or deemed sold and/or transferred within such twelve month period referred to in the aggregate as the "Transaction"), then the Company will pay the Executive a bonus payment calculated as follows:
Transaction Incentives. (a) To the extent the Company, Seller or its Affiliates (i) pays any portion of a Retention Bonus or (ii) makes any Cash Severance Payment (together, the “Pre-Closing Incentive Payments”), Buyer shall reimburse Seller and its Affiliates for the amount of such Pre-Closing Incentive Payments made prior to the earlier of the Closing Date or the date of the termination of this Agreement, as applicable, up to the Maximum Incentive Amount (which maximum amount shall be reduced by the sum of (x) the Assumed Severance Liabilities, plus (y) the unpaid portion of the Retention Bonuses, in each case, as of the Closing (such sum, the “Post-Closing Incentive Obligations”)). At Buyer’s request, Seller shall provide Buyer with reasonably acceptable evidence of the amount of such Pre-Closing Incentive Payments and of the amount of Post-Closing Incentive Obligations. No reimbursements under this Section 7.14 shall be required to be made prior to the earlier to occur of (i) the Closing or (ii) the termination of this Agreement. Seller shall use commercially reasonable efforts to transfer employees through use of Retention Bonuses and/or Assumed Severance Liabilities, rather than Cash Severance Payments.
Transaction Incentives. The Stockholders covenant and agree to pay from the proceeds of the Closing Consideration all amounts (if any) payable to current employees of the Company and/or any of its Subsidiaries (“Transaction Incentives”) by way of bonuses, commissions, and other incentives associated with the transactions contemplated under this Agreement as set out in Schedule 2.9. Except as set out in Schedule 2.9, the Company and each Stockholder represents and warrants to Buyer that the Company has no obligations to any of its current employees, officers or directors for any bonus, commission, option payment or similar incentive associated with or relating to the transactions contemplated under this Agreement.
Transaction Incentives. The Sellers covenant and agree to pay from either the proceeds of the Tranche 1 Consideration or from the Company’s cash funds prior to Closing £80,000 payable to X. Xxxxxxxxx, U$168,762.93 payable to X. Xxxxxxxx and U$82,831.11 payable to X. Xxxxxxx. The Management Sellers covenant and agree to pay from either the proceeds of the Tranche 1 Consideration or from the Company’s cash funds prior to Closing all other amounts (if any) payable to current or former employees of the Company and/or any Subsidiary or any third parties by way of bonuses, commissions, and other incentives associated with and payable as a result of transactions contemplated under this Agreement (the “Transaction Incentives”), save to the extent that such payments are fully provided for in the Purchaser Closing Balance Sheet.
Transaction Incentives. Each Stockholder covenants and agrees that all amounts (if any) payable, or determined by the Stockholders to be paid, to current employees of the Company and/or any of its Subsidiaries by way of bonuses, commissions, and/or other incentives associated with the transactions contemplated under this Agreement and/or to be paid in recognition of service to the Company (“Transaction Incentives”) are to be deducted from the Closing Consideration in accordance with Section 2.2(a)(v). Schedule 2.9 sets forth all Transaction Incentives. Except as set forth in Schedule 2.9, each Stockholder represents and warrants for the benefit of the Buyer and the Surviving Corporation that neither the Company nor any of its Subsidiaries has any obligations to any of its current employees, contractors, officers or directors for any bonus, commission, and/or similar incentive associated with or relating to the transactions contemplated under this Agreement or in recognition of their service to the Company.
Transaction Incentives. If the Closing occurs and if Pennxxxx xxxains in the continuous employ of the Company until the date on which the Closing occurs, then Pennxxxx xxxl be entitled to the payments and benefits described in (a) and (b) below, in addition to the amount payable pursuant to paragraph 1 above.
Transaction Incentives. If the Closing occurs and if Ridgxxx xxxains in the continuous employ of the Company until the date on which the Closing occurs, then Ridgxxx xxxl be entitled to the payments and benefits described in (a) and (b) below, in addition to the amount payable pursuant to paragraph 1 above.
Transaction Incentives. If the Closing occurs and if Elkixx xxxains in the continuous employ of the Company or PBC until the date on which the Closing occurs, then Elkixx xxxl be entitled to the payments and benefits described in (a) - (d) below, in addition to the amount payable pursuant to paragraph 1 above. Elkixx' xxployment with the Company will terminate at the time of the Closing.
Transaction Incentives. In recognition of the Executive’s efforts in support of the Closing of the transactions contemplated by the Merger Agreement, the Executive will be eligible for the following additional incentive compensation provided that Closing occurs prior to September 22, 2021.
Transaction Incentives. The Stockholder Parties’ (acting through the Stockholders’ Representative) covenant and agree to pay from the proceeds of the Merger Consideration all amounts (if any) payable to current employees of the Company (“Transaction Incentives”) by way of bonuses, commissions, and other incentives associated with the transactions contemplated under this Agreement. The Company represents and warrants to Buyer that it has no obligations to any of its current employees, officers or directors for any bonus, commission or similar incentive associated with or relating to the transactions contemplated under this Agreement except for the Transaction Incentives.
