Complete Consideration Sample Clauses

Complete Consideration. The Executive acknowledges and agrees that: (i) the above-described consideration is the total consideration which the Executive shall receive from the Company, (ii) he is not entitled to any additional payments or consideration of any kind whatsoever under any agreement with the Company or the Company’s policies or benefit plans (other than any rights to indemnification to which the Executive may be entitled) and (iii) this Letter Agreement supersedes in its entirety the Termination Agreement and supersedes the Retention Bonus Agreement with regard to the Company’s obligation to pay severance.
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Complete Consideration. The Executive acknowledges and agrees that: (i) the above-described consideration is the total consideration which the Executive shall receive from the Company, (ii) he is not entitled to any additional payments or consideration of any kind whatsoever under any agreement with the Company or the Company’s policies or benefit plans (other than any rights to indemnification to which the Executive may be entitled, the Executive’s travel and housing benefit in Section 4(e) of the Employment Agreement and except as provided in Section 4(ii) of this Letter Agreement) and (iii) except as provided in Section 4(ii) of this Letter Agreement, this Letter Agreement supersedes in its entirety the Termination Agreement and supersedes the Employment Agreement with regard to all of its provisions, including, but not limited to, Sections 8(c) and 8(f) of the Employment Agreement relating to severance, other than: (a) the Executive’s travel and housing benefit under Section 4(e), and (b) the Executive’s obligations under the Company’s Confidentiality and Arbitration Agreement, Business Conduct Agreement, Conflict of Interest Agreement, Patent Agreement, and Unfair Competition Agreement.
Complete Consideration. Employee covenants and agrees that the consideration set forth in Paragraph 3 shall be in full satisfaction of all sums owed to Employee, if any, by the Company upon the occurrence of an Eligibility Event, and shall constitute good and complete consideration for meeting the requirements of the applicable Eligibility Event and for the Release attached hereto as Exhibit 1, those non-disclosure and non-interference obligations under Paragraphs 7, 8, 9, 10 and 11 hereof and all other obligations and covenants of Employee contained herein, including, but not limited to, Paragraph 6. Employee agrees that this Agreement provides him certain benefits to which he would not otherwise be entitled.
Complete Consideration. The Employee acknowledges and agrees that the above-described consideration is the total consideration which the Employee shall receive from the Company and that he is not entitled to any additional payments or consideration of any kind whatsoever under any agreement with the Company or the Company's policies or benefit plans.
Complete Consideration. EMPLOYEE agrees that EMPLOYEE is not entitled to any compensation, benefits, bonuses, reimbursements or property other than: (a) the sum referenced in this paragraph 1; (b) any benefit of continued coverage(s) which may be available to EMPLOYEE under the Consolidated Omnibus Budget Reconciliation Act (COBRA).

Related to Complete Consideration

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.

  • Aggregate Consideration 9 Agreement......................................................................7

  • Transaction Consideration The Transaction Consideration;

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

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