Acquisition Payment Sample Clauses

Acquisition Payment. The amount financed of each Contract will be discounted at a percentage rate to be agreed upon at the time of TFC's purchase of each Contract, by Dealer and TFC, which discount will be subtracted and withheld from the sums paid Dealer by TFC for the Contract. An additional discount in the amount of One Hundred Fifty Dollars ($150.00) will be subtracted and withheld from the sums paid Dealer by TFC for the Contract. Contracts purchased by, and assigned to, TFC shall be with recourse or without recourse to the Dealer, as defined in Section 6.1(d), below, as Dealer and TFC may agree with respect to specific Contracts at the time TFC purchases the same. Agreements between Dealer and TFC as to acceptable interest rates, discounts, processing charges, and recourse with respect to Contracts previously purchased shall not Revised February, 1998 5 thereafter be modified or changed except pursuant to the written consent of both Dealer and TFC; however, agreements with respect to previously purchased Contracts shall not be binding on either party with respect to Contracts thereafter offered and purchased by TFC unless the parties so agree, at the time of purchase, with respect to the Contracts then being purchased.

Acquisition Payment. In the event that Vertical is acquired or merged into anew, non-Affiliated company (for the purposes hereof, such company is hereby arbitrarily named “NEWCO”) within the First Position Commitment Period, NEWCO (and/or Vertical if Vertical remains as a operating entity) shall be responsible for carrying out all of the responsibilities of Vertical as set forth herein, however, NEWCO shall have the option to either (a) adhere to the First Position Commitment requirements as specified herein or (b) opt out of the First Position Commitment by making a one-time payment to Argent according to the schedule outlined in Sections 8.5.1, 8.5.2 or 8.5.3 below, all subject to Section 8.5.4 below. 8.5.1 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within the first twelve months of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Seven Hundred Fifty Thousand Dollars ($750,000). The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.1, shall only relieve NEWCO of the requirements under the First Position Commitment. All other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchanged. 8.5.2 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within months thirteen (13) to twenty four (24) of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Seven Hundred Fifty Thousand Dollars ($750,000). The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.2, shall only relieve NEWCO of the requirements under the First Position Commitment. All other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchanged. 8.5.3 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within months twenty-five (25) to thirty-six (36) of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Five Hundred Thousand Dollars ($500,000). The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.3, shall only relieve NEWCO of the requirements under the First Position Commitment. All other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchange...

Acquisition Payment. The Acquisition Fee shall be paid at the time the transaction closes directly out of escrow.

Acquisition Payment. Following Completion (as defined below) of each Component (as defined below) of the TBITEC-Procured Equipment, City shall pay TBITEC the Reimbursement Value of each component (“Component”) of the TBITEC-Procured Equipment on Exhibit A in separate payments (each separate payment, a “Component Payment”). The aggregate of the Component Payments shall be referred to herein as the “Acquisition Payment”. The Acquisition Payment shall not exceed Two Million Two Hundred Twenty-One Thousand Six Hundred Sixty-Seven Dollars ($2,221,667). 7.1. The Acquisition Payment will exclude costs for spare parts, tools and equipment purchases, and all other costs typically associated with the operations and maintenance of TBITEC-Procured Equipment.

Acquisition Payment. In the event of an Acquisition if the Aggregate Vested Percentage is less than one hundred percent (100%) as of the consummation of such Acquisition then, at the Company's election, the Company (or its successor or any successor to substantially all of the Company's assets) may (but shall not be required to), in lieu of any applicable obligations hereunder (x) pay the Holder the amount that would have been payable (at the implied value based on the Acquisition) with respect to the Warrant Shares that had not been issued in connection with such Acquisition within 60 days following the end of each Vesting Period with respect to the Post-Acquisition Vested Warrant Shares for such Vesting Period (provided that the Holder continues to fulfill its obligations under the SOW) from time to time following the Acquisition or (y) make a cash payment to the Holder calculated by multiplying (1) the excess of the proceeds payable with respect to each Warrant Share in connection with the consummation of such Acquisition over the Warrant Price by (2) the product of (i) 513,382.5, multiplied by (ii) the excess of one hundred percent (100%) over the Aggregate Vested Percentage as of the consummation of (and after giving effect to) such Acquisition.

Acquisition Payment. Upon consummation, prior to the eighth anniversary of the Closing Date, of: (i) an acquisition by any Company Entity of the Applied Technology Division of Litton Industries, Inc. ("ATD") whether by merger, acquisitio▇ ▇▇ ▇ll or substantially all the assets of ATD, or otherwise, the Company shall pay as compensation the Incentive Payment - Acquisition Amount in cash to the Persons set forth on Section 2.14 of the Disclosure Schedule, such amount to be paid among such Persons in accordance with the percentages set forth opposite the names of such Person; or (ii) an acquisition by any Company Entity of a business (other than ATD), whether by merger, acquisition of all or substantially all the assets of such business or otherwise (an "Acquisition"), and the cumulative Enterprise Value of all businesses (including ATD if consummated) which have been the subject of Acquisitions by Company Entities since the Effective Time equals or exceeds $100,000,000, then the Company shall pay as compensation the Incentive Payment - Acquisition Amount in cash to the Persons set forth on Section 2.14 of the Disclosure Schedule, such amount to be paid among such Persons in accordance with the percentages set forth opposite the names of such Person.

Acquisition Payment. Upon the consummation of any event by which substantially all of the stock and/or assets of Capital Corp of the West are acquired by a person, a group of persons, a financial institution or other entity, and as a result of which your duties, responsibilities and compensation are substantially changed, you shall receive an Acquisition payment in the amount equal to six (6) month's regular salary at your then current rate of compensation. By your signature below you understand and agree that under no circumstances would you be entitled to receive both the Acquisition Payment and the Severance Payment. If you agree to accept employment under these terms and conditions, please sign below where indicated. On behalf of Capital Corp of the West, I look forward to having you join our team. Sincerely, /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ------------------- ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Assistant Vice President Personnel Officer Capital Corp of the West, to include subsidiaries, is an at-will employer and employs the policy of allowing its employees to terminate their employment relationship at any time, for any reason, with or without notice. The company also reserves the right to terminate the relationship at any time, for any reason, with or without notice. Any deviation from this policy must be made in writing by the President of Board of Directors.