Amendment to Section 3(b) Sample Clauses

Amendment to Section 3(b). Section 3(b) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following provision: “In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Stock will be the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3 (including, in the case of Preferred Stock, all accrued dividends thereon); provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Carried Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.”
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Amendment to Section 3(b). The third sentence of Section 3(b) of the Original Agreement is hereby amended to read as follows: “Effective January 1, 2020, Executive’s target bonus under any such annual bonus plan shall be fifty-five percent (55%) of Executive’s base salary actually paid for the year to which such annual bonus relates (the “Target Bonus”).”
Amendment to Section 3(b). Section 3(b) of the Warrant Agreement shall be deleted in its entirety and replaced with the following:
Amendment to Section 3(b). Section 3(b) of the Employment Agreement is hereby replaced with the following: “Performance Bonus. If you achieve performance targets as established by the Company on an annual basis, at the discretion of the Compensation Committee of the Company’s Board of Directors, you shall be eligible for a performance bonus of up to fifty percent (50%) of your Base Salary for each calendar year (the “Performance Bonus”). Any Performance Bonus shall be paid on a quarterly basis in equal amounts not to exceed twelve and one-half percent (12.5%) of your Base Salary, with each payment to be made by no later than thirty (30) days following the end of the quarter in which it is earned.”
Amendment to Section 3(b). Sections 3(a) and the first paragraph of 3(b) of the Notes are hereby amended and restated as follows:
Amendment to Section 3(b). Section 3(b) is hereby deleted in its entirety and replaced with the following:
Amendment to Section 3(b). Section #3B of the Agreement shall be amended and restated in its entirety as follows:
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Amendment to Section 3(b). The first sentence of Section 3(b) of the 2005 Agreement is hereby deleted and replaced with the following sentence: Executive shall be eligible to receive an annual cash bonus of up to $85,000, payable within 30 days after the end of the fiscal year of Employer, which shall be based upon performance criteria established by the Board (“Performance Bonus”).
Amendment to Section 3(b). The Employment Agreement is hereby amended to add the following as Section 3(b)(vi):
Amendment to Section 3(b). Section 3(b) of the Rights Agreement is hereby amended and restated in its entirety as follows: “Until the earlier of (i) such time as the Company learns that a Person has become an Acquiring Person or (ii) the Close of Business on such date, if any, as may be designated by the Board of Directors of the Company following the commencement of, or first public disclosure of an intent to commence, a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any of its Subsidiaries, any Person holding Common Shares for or pursuant to the terms of any such employee benefit plan, or Parent, Merger Sub or any of their respective Affiliates, Associates, permitted assignees or permitted transferees as a result of the public announcement, approval, execution, delivery or performance of the Merger Agreement, the Tender Offer by Merger Sub, or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, including the issuance of shares pursuant to the Top-Up Option) for outstanding Common Shares, if upon consummation of such tender or exchange offer such Person could be the Beneficial Owner of 20% or more of the outstanding Common Shares (the Close of Business on the earlier of such dates being the “Distribution Date”), (x) the Rights will be evidenced by the certificates for Common Shares registered in the names of the holders thereof and not by separate Rights Certificates and (y) the Rights, including the right to receive Rights Certificates, will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate evidencing one whole Right for each Common Share (or for the number of Common Shares with which one whole Right is then associated if the number of Rights per Common Share held by such record holder has been adjusted in accordance with the proviso in Section 3(a)). If the number of Rights associated with each Common Share has been adjusted in accordance with the proviso in Section 3(a), at the time of distribution of the Rights Certificates the Company may make any necessary and appropriate rounding adjustments so that Rights Certificates representing only whole ...
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