Consideration Clause Samples
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Consideration. Contingent upon the Executive’s execution of this Agreement, the Merger becoming effective, and the Executive’s continued full compliance with the terms and conditions of this Agreement, Wolverine Bank will provide to the Executive the following consideration, and the Executive will make the following acknowledgements regarding such consideration:
(a) Subject to Section 4, as consideration for the Executive to enter into this Agreement and its attachments, appendices and exhibits, to terminate Executive’s Employment Agreement with Wolverine Bank, Wolverine Bank or Horizon Bank, as successor, shall pay to the Executive an amount equal to $1,037,218 (the “Amount”), less any withholdings for applicable taxes required by law. Subject to the foregoing, Wolverine Bank or Horizon, as successor, shall pay the Amount through its payroll system to the Executive in a lump sum at the first regular or special payroll date after the Release at Appendix A is executed and the waiting period has passed without revocation. Notwithstanding the foregoing, the payment set forth in this subsection 2(a) will be made within 60 days of satisfaction of the final condition for payment in this Section 2, provided that the Release at Appendix A is effective on such date, and provided further that if the 60-day period spans two calendar years, payment will be made in the second calendar year (the “Normal Payment Date”).
(b) Notwithstanding the foregoing, to the extent any portion of the Amount (the “Non-Exempt Amount”) is considered to be deferred compensation that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Non-Exempt Amount shall be paid in a lump sum upon the later of: (1) the Normal Payment Date; or (2) date of Executive’s “separation from service” within the meaning of Section 409A of the Code (“Separation from Service”), provided, however, that if Executive is a “specified employee” (within the meaning of Section 409A of the Code), then payment of the Non-Exempt Amount shall be made to Executive in a lump sum on the first day of the seventh month following such Separation from Service.
(c) The Executive hereby acknowledges and agrees that: (i) the Amount is a sum which is equivalent to the sum to which the Executive would otherwise be entitled under the Employment Agreement in the event of a qualifying termination of the Executive’s employment after a Change of Control; (ii) without executing this Agreement, the Executive would no...
Consideration. In consideration of the mutual covenants and agreements contained in the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Province and the Recipient agree as follows:
Consideration. The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company.
Consideration. The Parties agree that the Publisher’s agreement to its contractual obligations in this Agreement in respect of its efforts in considering publishing and promoting the Contribution and the Work is good and valuable consideration for the rights granted and obligations undertaken by the Author under this Agreement, the receipt, validity and sufficiency of which is hereby acknowledged by the Author. The Parties expressly agree that no royalty, remuneration, licence fee, costs or other moneys whatsoever shall be payable to the Author. The Publisher and the Author each have the right to authorise collective management organisations (“CMOs”) of their choice to manage some of their rights. Reprographic and other collectively managed rights in the Contribution (“Collective Rights”) have been or may be licensed on a non-exclusive basis by each of the Publisher and the Author to their respective CMOs to administer the Collective Rights under their reprographic and other collective licensing schemes (“Collective Licences”). Notwithstanding the other provisions of this Clause, the Publisher and the Author shall each receive and retain their share of revenue from use of the Contribution under Collective Licences from, and in accordance with, the distribution terms of their respective CMOs. To the fullest extent permitted by law, any such revenue is the sole property of the Publisher and the Author respectively and, if applicable, the registration and taxation of that revenue is the sole responsibility of the respective recipient party. The Publisher and the Author shall cooperate as necessary in the event of any change to the licensing arrangements set out in this Clause. The Publisher has the sole right to determine whether to publish any subsequent edition of the Work containing an updated version of the Contribution, but only after reasonable consultation with the Author. Once notified by the Publisher that an update of the Contribution is deemed necessary, the Author agrees to deliver an updated manuscript in accordance with the terms of the Clause "The Author's Responsibilities" and the other relevant provisions of this Agreement, together with the material for any new illustrations and any other supporting content including media enhancements, within a reasonable period of time (as determined by the Publisher) after such notification. Substantial changes in the nature or size of the Contribution require the written approval of the Publisher at its sole discretion...
Consideration. In consideration of the foregoing, and of the promises and facts set forth herein, the Parties desire to settle and resolve all claims, disputes, and obligations relating to the above-listed alleged violations and voluntarily agree to resolve this matter by means of this Settlement Agreement. In order to resolve the violations described herein, ▇▇▇▇▇▇▇ has taken, or agrees to take, the actions enumerated below within the Terms and Conditions. Further, CARB accepts this Settlement Agreement in termination and full settlement of this matter.
Consideration a. Per the Interlocal Cooperation Act, Texas Government Code, § 791.025, or other applicable law, the DIR Customer satisfies the requirement to seek competitive bids for the purchase of goods and/or services.
b. DIR agrees to allow DIR Customer to procure information resources technologies through existing Vendor contracts and Vendor contracts that DIR may enter into during the term of this interlocal cooperation contract, in accordance with specifications submitted through purchase orders from Customer. All DIR Vendor contracts shall be made available to the DIR Customer via the DIR Internet web site. DIR Customers utilizing the Cooperative Contracts shall issue a Purchase Order directly to the relevant Vendor. DIR Customers utilizing a DIR Contract for which DIR is the fiscal agent, the DIR Customer’s Purchase Order shall be issued to DIR.
c. DIR Customer agrees to notify DIR of any substantial problems in quality or service in relations with a vendor under a DIR vendor contract.
Consideration. As consideration for the sale of the Enviro Shares by the Selling Shareholders to PGT, PGT shall allot and issue the PGT Shares to the Selling Shareholders in the amount set out opposite each Selling Shareholder’s name in Schedule 1. The Selling Shareholders acknowledge and agree that the PGT Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Selling Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the PGT Shares issued on Closing will be endorsed with one of the following legends pursuant to the Securities Act in order to reflect the fact that the PGT Shares will be issued to the Selling Shareholders pursuant to an exemption from the registration requirements of the Securities Act: For Selling Shareholders not resident in the United States: “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” For Selling Shareholders resident in the United States: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECT...
Consideration. The State will pay for all services performed by the Grantee under this grant agreement as follows:
Consideration. As consideration for the Acquired Assets, RS&T shall (i) assume the Assumed Liabilities and (ii) pay to UCC an amount equal to One Million Seven Hundred Twenty-Five Thousand Dollars ($1,725,000) plus the amount negotiated between UCC and RS&T for the purchase of Inventory included in the Acquired Assets (the “Consideration”), as follows:
(a) on or before December 15, 2016, RS&T shall pay a closing deposit of Eight Hundred Sixty-Two Thousand Five Hundred Dollars ($862,500) (“Closing Deposit”), representing fifty percent (50%) of the Consideration. For the Closing Deposit, UCC shall apply the cash deposit of Five Hundred Thousand Dollars ($500,000) that RS&T previously paid to UCC under that certain Deposit Agreement dated as of November 13, 2015, and RS&T shall pay Three Hundred Sixty-Two Thousand Five Hundred Dollars ($362,500) by wire transfer in Dollars in immediately available funds without any set-off, deduction or counterclaim whatsoever to an account designated in writing by UCC; and
(b) at the Closing, UCC shall apply the Closing Deposit, and RS&T shall pay the remaining balance of the Consideration in an amount equal to Eight Hundred Sixty-Two Thousand Five Hundred Dollars ($862,500) plus the amount negotiated between UCC and RS&T for the purchase of Inventory included in the Acquired Assets plus any Closing Delay Fee (as defined below) (collectively, the “Consideration Balance”) by wire transfer in Dollars in immediately available funds without any set-off, deduction or counterclaim whatsoever to an account designated in writing by UCC.”
Consideration. This Agreement is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed.