Management Consideration Sample Clauses

The Management Consideration clause outlines the specific obligations or benefits that one party must provide to the other in exchange for management services. Typically, this clause details the form and timing of compensation, such as fixed fees, performance-based payments, or reimbursement of expenses, and may also address non-monetary considerations like access to resources or information. Its core function is to clearly define the value exchanged for management activities, ensuring both parties understand their rights and responsibilities and reducing the risk of disputes over compensation or deliverables.
Management Consideration. At the Effective Time, the officers and consultants of the Company set forth on Schedule 2.6, hereto, shall be issued Four Million Nine Hundred and Fifty Thousand (4,950,000) shares of Common Stock, in such amounts as are set forth on Schedule 2.6 (the “Management Shares”) pursuant to Parent’s Equity Incentive Plan. The issuance of the Management Shares shall be subject to the execution by such officer or consultant of a two year lockup agreement, the form of which is attached hereto as Exhibit C (the “Lockup Agreement”).
View SourceView Similar (3)
Management Consideration. Except as set forth in Section 2.21 of the Company Disclosure Letter, no employee of the Company shall receive any amount of consideration, bonus or other payment in excess of $10,000 from any Person in connection with the transactions contemplated hereby.
View Source
Management Consideration. Payment of the Manager Consideration is not intended to be and shall not be interpreted or implied as permitting Manager to share in Company’s fees for Professional Services, but is acknowledged as the Parties’ negotiated agreement as to the reasonable fair market value of the services furnished by Manager to Practice pursuant to this Agreement, considering the risks undertaken and assumed by Manager. The Parties acknowledge that Manager will incur substantial costs and business risks in providing services to Company pursuant to this Agreement. The Parties also acknowledge that such costs and business risks can vary to a considerable degree according to the extent of Company’s business and services. The Parties agree that the Manager Consideration has been determined in arm’s-length bargaining, and is consistent with fair market value in arm’s-length transactions. Manager and Company acknowledge and agree that (a) Manager’s administrative expertise will contribute great value to Company’s performance, and (b) Manager has incurred and will continue to incur substantial costs and business risks in arranging for Company’s use of facilities and services that are the subject matter of this Agreement.
View Source

Related to Management Consideration

  • Settlement Consideration 4.1 Subject to the procedures in Sections 6 and 7 below, and in compromise of disputed claims and in consideration of this Agreement, as well as additional consideration described in this Agreement, the Parties have agreed that in exchange for a release by the Releasing Persons of the Released Persons of Released Claims, entry of Final Judgment as contemplated herein, and dismissal with prejudice of the Action, Defendant shall make the following payments: 4.1.1 Subject to the terms, limits, conditions, coverage limits, and deductibles of policies, Class Members who timely file valid Claim Forms by the Claims Deadline will be paid Claim Settlement Payments in an amount equal to the Nonmaterial Depreciation that was withheld from ACV Payments and not subsequently paid; 4.1.2 For Class Members identified under subsections 4.1.1 above, simple interest at the rate of 6% per annum on the Nonmaterial Depreciation determined under subsections 4.1.1, from the date of each respective ACV Payment to the Effective Date; 4.1.3 For Class Members identified under subsections 4.1.1 and for whom all Nonmaterial Depreciation that was withheld from ACV Payments was subsequently paid, simple interest at the rate of 6% per annum on Nonmaterial Depreciation that was initially withheld from ACV payments, from the date of each ACV Payment from which Nonmaterial Depreciation was withheld to the date all Nonmaterial Depreciation was paid; 4.1.4 Subject to the conditions set forth in this Agreement, attorneys’ fees and expenses that are awarded by the Court to Class Counsel; 4.1.5 Subject to the conditions set forth in this Agreement, service awards that are awarded by the Court to the Representative Plaintiffs. 4.1.6 The costs of Class Notice and settlement administration, as provided in this Agreement; and 4.1.7 The reasonable fees incurred by the Neutral Evaluator, as provided in this Agreement. 4.2 Until such time as the foregoing payments are made, all sums to be paid by Defendant shall remain under the control and ownership of Defendant or Defendant’s independent contractors. Neither Class Members nor any other Person shall have any right to or ownership or expectation interest in Claim Settlement Payments or any other sums unless and until timely and eligible claims of Class Members have been submitted and checks in payment of same have been issued and timely negotiated by Class Members, as described in this Agreement. For any payment that has not been timely negotiated by a Class Member, that Class Member’s rights to that payment shall be forfeited by the Class Member, and all rights to any such payments shall be governed by the Defendant’s general escheatment procedures and in accordance with the laws of the applicable states.

  • First Consideration The Employer agrees that when a vacancy occurs or a new position is created at the worksite which is within the Union bargaining unit, the Employer shall give its employees, provided there are no employees currently on lay-off, first notice and first consideration in filling the vacancy or new position. Each employee who applies for the vacancy or new position shall be given equal opportunity to demonstrate fitness for the position by formal interview and/or assessment. Where an employee within the bargaining unit is not appointed to fill the vacancy or new position, she shall be given, upon request, an explanation as to why her application was not accepted. The request for reasons must be made within fourteen (14) calendar days of becoming aware that the employee is not the successful candidate, pursuant to Article

  • Independent Consideration Contemporaneously with the execution and delivery of this Agreement, Buyer has paid to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances.

  • Contingent Consideration (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

  • OPTION CONSIDERATION As consideration for this Option to Purchase Agreement, the Buyer/ Tenant shall pay the Seller/Landlord a non-refundable fee of Dollars ($ ), receipt of which is hereby acknowledged by the Seller/Landlord. This amount shall be credited to the purchase price at closing if the Buyer/Tenant timely exercises the option to purchase, provided that the Buyer/Tenant: (a) is not in default of the Lease Agreement, and (b) closes the conveyance of the Property. The Seller/Landlord shall not refund the fee if the Buyer/Tenant defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase.