Relocation Condition definition

Relocation Condition means, and shall only be satisfied if each of the Key Employees shall have relocated his primary residence to the greater Orange County or Los Angeles areas by (i) entering into a residential lease with a term of at least six (6) months, or (ii) entering escrow on the purchase of a residential property, on or before the expiration of the Incentive Escrow Period. In the event that any of the Key Employees fails to satisfy the Relocation Condition, a portion of each of the Company’s stockholder’s Pro Rata Incentive Escrow Consideration shall be forfeited and returned to Quantum, upon the expiration of the Incentive Escrow Period, by the escrow agent in accordance with the terms of the Incentive Escrow Agreement, in an amount equal to each such stockholder’s Pro Rata Incentive Escrow Consideration multiplied by the quotient obtained by dividing (A) the number of Key Employees who failed to satisfy the Relocation Condition by (B) the total number of Key Employees (the “Incentive Escrow Claim Amount”); provided, however, that if any Key Employee fails to satisfy the Relocation Condition, but such Relocation Condition is satisfied by another person who is (1) at least equivalent to such Key Employee in education, training, knowledge and experience and (2) acceptable to Quantum, in its reasonable discretion, then no such Incentive Escrow Claim Amount shall be forfeited for such Key Employee who failed to satisfy the Relocation Condition. Upon the expiration of the Incentive Escrow Period, each of the Company’s stockholders shall be entitled to receive the difference between such stockholder’s Pro Rata Incentive Escrow Consideration and the Incentive Escrow Claim Amount, if any. During the Incentive Escrow Period, each of the Company’s stockholders shall have the right to direct the voting of the shares of Quantum Common Stock represented by such stockholder’s Pro Rata Incentive Escrow Consideration and held in the Incentive Escrow account.
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Examples of Relocation Condition in a sentence

  • Awardee agrees to repay such amounts to 43North upon demand by 43North in the event that 43North determines that Awardee has breached the Relocation Condition.

  • Fourteen percent (14%) of the Merger Consideration (as defined herein) (the “Incentive Escrow Consideration”) shall be held in escrow as incentive for the Company’s stockholders to cause each of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇ (collectively, the “Key Employees”) to satisfy the Relocation Condition pursuant to Section 1.8 of this Agreement and the provisions of an escrow agreement in the form attached hereto as Exhibit C (“Incentive Escrow Agreement”).

  • If the Corporation terminates Executive for Cause for failing to comply with the Relocation Condition, or if Executive resigns without Good Reason before complying with the Relocation Condition: (i) Executive shall promptly repay the Payment to the Corporation; and (ii) Executive agrees that the Corporation may withhold the amount of the Payment from any amounts the Corporation owes Executive, subject to applicable law.

  • Further, if, during the period that begins on the first anniversary of Executive’s satisfaction of the Relocation Condition and ends twelve (12) months thereafter, Executive fails to continue to satisfy the Relocation Condition, the Company terminates Executive’s employment for Cause, or Executive resigns without Good Reason, Executive hereby agrees to promptly repay to the Company fifty percent (50%) of the Relocation Allowance.

  • Under the terms of this Amended Agreement, the Parties have agreed to eliminate the Original Relocation Condition and allow Executive to perform services from the Remote Office as described herein, upon the condition described in this paragraph.

Related to Relocation Condition

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • Extension Conditions Defined in Section 3.06(a).

  • Confirmation Condition means, with respect to any Bankrupt Manufacturer which is a debtor in Chapter 11 Proceedings, a condition that shall be satisfied upon the bankruptcy court having competent jurisdiction over such Chapter 11 Proceedings issuing an order that remains in effect approving (i) the assumption of such Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by such Bankrupt Manufacturer or the trustee in bankruptcy of such Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and at the time of such assumption, the payment of all amounts due and payable by such Bankrupt Manufacturer under such Manufacturer Program and the curing of all other defaults by the Bankrupt Manufacturer thereunder or (ii) the execution, delivery and performance by such Bankrupt Manufacturer of a new post-petition Manufacturer Program (and the related Assignment Agreements) on the same terms and covering the same Vehicles as such Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) in effect on the date such Bankrupt Manufacturer became subject to such Chapter 11 Proceedings and, at the time of the execution and delivery of such new post-petition Manufacturer Program, the payment of all amounts due and payable by such Bankrupt Manufacturer under such Manufacturer Program and the curing of all other defaults by the Bankrupt Manufacturer thereunder; provided, however, that notwithstanding the foregoing, the Confirmation Condition shall be deemed satisfied until the 90th calendar day following the initial filing in respect of such Chapter 11 Proceedings.

  • Minimum Condition has the meaning set forth in Annex I.