Contingent Payment Right Sample Clauses

Contingent Payment Right. The Company and the applicable Purchaser shall have consummated the transactions described in Sections 2.3(a) and 2.3(b) of this Agreement.
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Contingent Payment Right. In reliance upon the representations, warranties and covenants of the Parties set forth herein, effective as of the date hereof, Affiliates of Cartesian shall acquire and the Company, on behalf of itself and its applicable Affiliates, shall grant to such Purchaser the right to receive: (i) from January 1, 2016 through December 31, 2021, the [Redacted: relates to the identification of a third party in violation of confidentiality provisions or is otherwise seriously prejudicial to the interests of the issuer] Contingent Payment Amount; and (ii) from January 1, 2016 through December 31, 2025, the [Redacted: relates to the identification of a third party in violation of confidentiality provisions or is otherwise seriously prejudicial to the interests of the issuer] Contingent Payment Amount, (collectively, the “Contingent Payment Right”). The purchase price for the Contingent Payment Right shall be Seventeen Million Five Hundred Thousand U.S. Dollars ($17,500,000) (the “Contingent Payment Right Purchase Price”), which amount shall be paid to the Company concurrently with the execution hereof. The names of the acquiring Cartesian Affiliates and the percentage of the Contingent Payment Rights to be acquired, and the Contingent Payment Right Purchase Price to be paid, by each such Affiliate is set forth on Schedule 2.3(a) hereto.
Sample 1
Contingent Payment Right. On the conditions (which conditions Landlord may waive by written notice to Tenant at any time) that, at the time of a Qualifying Capital Transaction (as hereinafter defined): (i) this Lease is in full force and effect, and (ii) there exists no monetary or material non-monetary Event of Default by Tenant, then, in the event of a Qualifying Capital Transaction between the Effective Date and the Expiration Date of the Original Term (the “Contingent Payment Period”), Landlord will pay to Tenant, as part, and directly out, of the settlement of proceeds at the closing of the Qualifying Capital Transaction, a contingent payment (the “Contingent Payment”) in an amount equal to Fourteen and One-Half Percent (14.5%) multiplied by the Applicable Share of Office Building Profit (as hereinafter defined). Notwithstanding the foregoing, the Contingent Payment made in connection with any Sale shall be reduced by the amount of any Contingent Payments made to Tenant in connection with any Refinancings or Re-Capitalizations prior to the date of such Sale. Landlord shall notify Tenant of Landlord’s intent to engage in a Qualifying Capital Transaction not less than thirty (30) days prior to the anticipated closing of such Qualifying Capital Transaction. In determining the amount of the Contingent Payment, the following definitions shall apply:
Sample 1
Contingent Payment Right. In reliance upon the representations, warranties and covenants of the Parties set forth herein, effective as of the date hereof, Affiliates of Cartesian shall acquire and the Company, on behalf of itself and its applicable Affiliates, shall grant to such Purchaser the right to receive: (i) from January 1, 2016 through December 31, 2021, the CWI Contingent Payment Amount; and (ii) from January 1, 2016 through December 31, 2025, the Volvo Contingent Payment Amount, (collectively, the “Contingent Payment Right”). The purchase price for the Contingent Payment Right shall be Seventeen Million Five Hundred Thousand U.S. Dollars ($17,500,000) (the “Contingent Payment Right Purchase Price”), which amount shall be paid to the Company concurrently with the execution hereof. The names of the acquiring Cartesian Affiliates and the percentage of the Contingent Payment Rights to be acquired, and the Contingent Payment Right Purchase Price to be paid, by each such Affiliate is set forth on Schedule 2.3(a) hereto.
Sample 1
Contingent Payment Right 
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Related to Contingent Payment Right

  • Contingent Payment Notwithstanding anything in this Agreement to the contrary, if any of the Properties are sold by Buyer within twelve (12) months after the Closing Date, Buyer shall pay to Seller an amount equal to five percent (5%) of the Consideration allocated to such Property. The Deeds shall contain a deed restriction granting Seller the right to receive such additional sum from Buyer.

  • Contingent Payments The Unilever Stockholder shall have the right to receive the Contingent Payments, if any, on the terms and subject to the conditions set forth on Exhibit 9 in recognition of its period of ownership of the Class B Shares.

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Earn-Out Payment As part of the Consideration, the Acquirer shall cause the REIT to pay to the Contributor (or its designee), within sixty (60) days after the "Calculation Date" (as defined below), an amount equal to the Earn-Out Payment (as calculated below); provided, however, that the amount of the Earn-Out Payment shall not exceed $1,800,000. If during the period beginning on the date on which the Project is open for business and available for use by paying overnight guests and ending on the date which is thirty-six (36) full calendar months after the last day of the month in which such opening date occurs (the "Calculation Date") the cumulative "Operating Profit" for the Project (as that term is defined in that certain Management Agreement to be entered into as of Closing (the "Management Agreement") between the TRS Affiliate (as defined below) and Crestline Hotels & Resorts, Inc.) is more than $9,500,000, then the Earn-Out Payment shall be equal to fifty percent (50%) of the difference between (a) the actual amount of the cumulative Operating Profit (as of the Calculation Date) for such 3-year period, and (b) $9,500,000. In the event the cumulative Operating Profit for such 3-year period is $9,500,000 or less, then no Earn-Out Payment shall be payable. If the Contributor is entitled to the Earn-Out Payment pursuant to this Section 1.3, then the Contributor (or its designee) shall receive the Earn-Out Payment in the form of Units, provided the Contributor (or its designee) continues to be an "accredited investor" as described herein. The number of Units delivered to the Contributor (or its designee) shall be equal to the calculated amount of the Earn-Out Payment divided by the average closing price per Common Share of the REIT for the twenty (20) trading days immediately preceding the Calculation Date.

  • Contingent Value Rights 2.1 CVRs.

  • Contingent Consideration The Contingent Consideration shall become payable and/or issuable to each Selling Securityholder within 10 Business Days of the Contingent Consideration Date in accordance with this Section 1.5(c) (and subject to Section 1.5(a)), subject to and in accordance with Section 1.6, including any reduction for an amount of cash up to such Selling Securityholder’s Pro Rata Share of the Holdback Amount withheld pursuant to Section 1.6(b), with each Selling Securityholder receiving an amount of cash and/or stock equal to (a) the percentage set forth in the Spreadsheet opposite such Selling Securityholder’s name under the heading “Contingent Consideration Percentage” multiplied by (b) the Contingent Consideration. The “Contingent Consideration Date” shall mean the earlier of (i) the date that is 30 months following the Closing Date and (ii) the date upon which $50 million in gross proceeds (net of transaction fees and expenses, including any broker fees, the “Contingent Threshold Amount”) is received by Purchaser from investors pursuant to bona fide equity financings in exchange for the issuance of Purchaser Series B Stock. If the Contingent Threshold Amount (A) is met prior to the Contingent Consideration Date, then the Contingent Consideration shall be an amount payable in cash equal to $50 million, or (B) is not met prior to the Contingent Consideration Date, then the Contingent Consideration shall be (I) an amount payable in cash equal to the gross proceeds (net of transaction fees and expenses, including any broker fees) received by Purchaser from investors pursuant to bona fide equity financings during such 30-month period in exchange for the issuance of Purchaser Series B Stock (the “Actual Financing Proceeds”), plus (II) a number of shares of Purchaser Series B Stock equal to (x) two multiplied by (y) (i) (1) the Contingent Threshold Amount minus (2) the Actual Financing Proceeds, divided by (ii) the Purchaser Series B Stock Price (such amount of cash paid and/or shares issued, the “Contingent Consideration”). Notwithstanding anything to the contrary in the foregoing, to the extent any such Selling Securityholder is not able to provide evidence satisfactory to Purchaser that such Selling Securityholder is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act (or otherwise provide evidence satisfactory to Purchaser that another applicable exemption under the Securities Act is available to rely upon), then Purchaser reserves the right, in its sole discretion, to replace the share issuance to such Selling Securityholder pursuant to clause (II) of the prior sentence with a payment in cash equal to (x) the Purchaser Series B Stock Price multiplied by (y) the number of shares that otherwise would have been issuable to such Selling Securityholder pursuant to clause (II) of the prior sentence (rounded down to the nearest cent).

  • Settlement Payment If the resulting net amount is positive, it shall be payable by the Defaulting Party to the Non-Defaulting Party, and if it is negative, then the absolute value of such amount shall be payable by the Non-Defaulting Party to the Defaulting Party.

  • Pre-Payment The Borrower may pre-pay all or any portion of the loan at any time.

  • Adjustment Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

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