Additional Payment Amounts Sample Clauses
Additional Payment Amounts. The Company and the Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
(i) a Registration Statement is not filed with the Commission on or before the applicable Filing Deadline;
(ii) a Registration Statement is not declared effective by the Commission on or before the applicable Effectiveness Deadline;
(iii) a Registration Statement is filed and declared effective but, during the applicable Effectiveness Period, shall cease to be effective, including by reason of its withdrawal or termination pursuant to Section 3(g), or, other than by reason of a Suspension Period as provided in Section 2(c), shall fail to be usable for its intended purpose without such disability being cured within ten Business Days by an effective post-effective amendment to such Registration Statement, a supplement to the Prospectus, a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure or the effectiveness of a Subsequent Form S-3; or
(iv) (A) prior to or on the 30th or 45th day, as may be permitted under Section 2(c), of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 30 or 45 days, as may be permitted under Section 2(c), in any 90-day period or an aggregate of 60 days in any 360-day period, (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), then in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities and not as a penalty (which remedy shall constitute liquidated damages, but not be exclusive of any other remedies available at law or equity), the Company hereby agrees to pay to each Holder, subject to Section 2(e), an amount in cash equal to 1.0% of the product obtained by multiplying (x) the number of Registrable Securities held by such Holder as of the date of the Registration Default, by (y) the Closing Price as of the date of the Registration Default (such product, the “Registrable’ Securities Value”), for each 30-day period (prorated for periods totaling less than 30 days) following the Registration Default during which such Registration Default remains uncured, up to an aggregate maximum of 10.0% of the Registrable Securities’ V...
Additional Payment Amounts. To the extent that the Repurchase Price was less than the per Common Unit purchase price paid by the TPC Member to the BR Member for the Common Units acquired by the TPC Member at the Closing (as defined in the Acquisition Agreement), the terms of Section 9.7(f) with respect to the additional payments made in connection with the closing of the purchase of Units pursuant to any Call Option shall apply equally to any purchase of Units from a BR Equityholder Employee pursuant to this Section 9.11; provided, however under no circumstances will the Repurchase Price exceed the per Common Unit purchase price paid by the TPC Member to the BR Member for the Common Units acquired by the TPC Member at the Closing (as defined in the Acquisition Agreement). This Section 9.11(h) shall survive any Sale of the Company.
Additional Payment Amounts. The terms of Section 9.7(f) with respect to the additional payments made in connection with the closing of the purchase of Units pursuant to any Call Option shall apply equally to the closing of the purchase of Units pursuant to any Put Option pursuant to this Section 9.8. This Section 9.8(g) shall survive any Sale of the Company. 50 9.9
Additional Payment Amounts. At the closing of the purchase of Units pursuant to the Call Option, in addition to the payment of the Put and Call Price to each Call Seller by the Call Purchaser, the Company shall also make the following payments in cash to each Call Seller with respect to the Call Units to be purchased from each such Call Seller pursuant to the Call Option: (i) such Call Unit’s pro rata share of the then existing Excess Available Cash at the time of the closing of the purchase of Units pursuant to the Call Option; and (ii) such Call Unit’s pro rata share of all reserves established by the Company (in accordance with GAAP or otherwise) then existing at the time of the closing of the purchase of Units pursuant to the Call Option to the extent the aggregate amount of such reserves is equal to or less than twenty percent (20%) of the Company’s EBITDA for the trailing twelve (12) months. In addition, if the reserve amounts established by the Company (in accordance with GAAP or otherwise) then existing at the time of the closing of the purchase of Units pursuant to the Call Option are in excess of twenty percent (20%) of the Company’s EBITDA for the trailing twelve (12) months (such excess reserve amounts, the “Excess Reserves”), then to the extent the Board or the Company’s auditors subsequently determine that the amount of any such Excess Reserve exceeds the amount of the obligation, liability or other contingency of the Company that was the basis for establishing the Excess Reserve (e.g., all or a portion of such Excess Reserve is reversed), then the Company shall pay the Call Sellers with respect to each Call Unit purchased pursuant to the Call Option such Call Seller’s pro rata share of the amount by which the Excess Reserves have been determined by the Board or the Company’s auditors to exceed such obligations, liabilities or other contingencies. Such payment with respect to Excess Reserve amounts shall be made within ten (10) calendar days of the date on which the Board or the Company’s auditors makes such determination that the Excess Reserve exceeded the Company’s obligations, liabilities or other contingencies to which the Excess Reserve relates. Each Call Seller’s “pro rata share” of the amounts set forth in this Section 9.7(f) shall be based on the number of outstanding 47 Common Units held by each Call Seller immediately prior to the closing of the purchase of Units pursuant to the Call Option as a percentage of the total outstanding Common Units at such time. T...
Additional Payment Amounts. On each of the first, second and third anniversary of the Initial Closing Date, the Company shall deliver to the Purchaser, in immediately available funds, the applicable portion of the Additional Payment Amounts to such account as the Purchaser shall have confirmed in writing to the Company no later than two (2) Business Days prior to such date.
Additional Payment Amounts payable to the Station hereunder shall be due and payable at the same time as compensation is payable to the Station.