Contingent Payment Sample Clauses
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Contingent Payment. (a) In the event that Purchaser consummates a Change of Control Transaction prior to the second anniversary of the Closing Date (a “Qualifying Sale Transaction”), then Seller shall be entitled to receive a payment in an amount equal to twenty percent (20%) of the Net Sale Proceeds, valuing any non-cash consideration included in the Net Sale Proceeds at fair market value (as determined in good faith by the board of directors of Purchaser) (such payment, the “Contingent Payment”), payable in accordance with the provisions of this Section 2.7.
(b) No later than five (5) days following the final determination of the Qualifying Sale Proceeds pursuant to the post-closing purchase price adjustment provisions of the definitive agreement for such Qualifying Sale Transaction (the “Qualifying Sale Agreement”) Purchaser shall deliver to Seller, along with reasonable supporting documentation, a statement setting forth in reasonable detail Purchaser’s good faith calculation of the Net Sale Proceeds and the resulting Contingent Payment (the “Contingent Payment Statement”). Purchaser’s calculation of the Contingent Payment set forth in the Contingent Payment Statement shall be final and binding for all purposes of this Agreement unless Seller delivers to Purchaser a written objection to such calculation within twenty (20) days following the date of delivery of the Contingent Payment Statement setting forth in reasonable detail Seller’s basis for its objection. In the event that Seller timely submits any such written objection, then Purchaser and Seller shall negotiate in good faith to resolve their dispute with respect to the calculation of the Contingent Payment; provided, that if such dispute is not resolved within twenty (20) days after delivery of such written objection, then the dispute resolution provisions of Section 2.4(b) shall apply, mutatis mutandis.
(c) No later than three (3) Business Days after final determination of the amount of the Contingent Payment pursuant to Section 2.7(b), Purchaser shall pay to Seller the Contingent Payment by wire transfer of immediately available funds to the bank account designated by Seller at least one (1) Business Day prior to the end of such three (3) Business Day period; provided, that in the event that any portion of the consideration to be received by Cerberus pursuant to such Qualifying Sale Transaction (i) is subject to any escrow, holdback or other contingency, then the proportionate amount of the Contingent Payment sha...
Contingent Payment. Contractor acknowledges and accepts that all payments to Contractor under this Agreement by District are contingent upon funding availability as provided by the Grant Agreement between the Department of Water Resources of the State of California and District (Grant Agreement), attached hereto as Exhibit D. If, for any reason, the Grant Agreement is terminated, rescinded, or void, or funding is otherwise unavailable to the District, the District shall not have any obligation to make payments to Contractor under this Agreement.
Contingent Payment. 16 Section 2.13
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 Payment. If Executive is employed at the Company at the time of the Contingent Payment described in Section 2.7 of the Purchase Agreement, Executive shall be paid an allocation under the Bonus Pool contemplated by the Management Incentive Plan (as defined in the Purchase Agreement) that is greater than or equal to the highest Bonus Pool Percentage granted to any other executive of the Company; provided, however, that Executive shall have first executed a Participation Agreement in the form attached to the Management Incentive Plan.
Contingent Payment. Subject to your continued employment through the Closing, you will be eligible to receive a lump sum cash payment (the “Contingent Additional Payment”) in a pre-tax amount equal to 10.50% of the amount of the Available Pool. For purposes of this letter, “Available Pool” means an amount not in excess of $2,500,000, as determined by the persons who are members on the date hereof of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), in their sole discretion, based on (1) the achievement of the Company’s financial budget for the 2010 fiscal year during the period from the beginning of the 2010 fiscal year through the Closing and (2) in connection with the transactions contemplated by the Purchase Agreement, (A) successful resolution for the account of both Buyer and Sellers of the following matters described in the Company Disclosure Letter (as defined in the Purchase Agreement): (a) Item 3 of Schedule 3.9(a), Item 1 of Schedule A(ii), Item 1 of Schedule 8.3(c)(ii)(A) and Item 1 of Schedule 9.12(i); (b) Item 14 of Schedule 3.12; (c) Item 7 of Schedule 3.16(a), Item 1 of Schedule A(i) and Items 1 and 2 of Schedule 9.13; and (d) Item 3 of Schedule 3.16(a), Item 2 of Schedule A(ii) and Item 2 of Schedule 9.12(ii) and (B) release of all indemnities without cost to Sellers. The Contingent Additional Payment, if any, shall be paid promptly following (but in no event more than 75 days after) the final determination of indemnification obligations relating to the representations and warranties under the Purchase Agreement.
Contingent Payment. This Note will be issued with the support of a Convertibility Support and Escrow Agreement. Upon the occurrence of a default in payment by the Issuer of the Note, whether at the Note’s original Maturity or at an accelerated maturity as a result of the exercise of a Call/Put Option, as a result of a Convertibility Event where a “Convertibility Event” shall mean the failure of any Governmental Authority of Brazil, as defined in the Convertibility Support and Escrow Agreement, to approve or permit the exchange of Reais for U.S. Dollars to repay the Convertibility Enhanced Notes (including, without limitation, the inability to repay the Note due to the promulgation, operation or enforcement by any relevant Brazilian Governmental Authority of any law, act, decree, regulation, ordinance, order, policy or determination or modification of, or change in the interpretation of any the foregoing, an effect of which (i) restricts the exchange of Reais for U.S. Dollars, (ii) prevents the transfer of U.S. Dollars outside of Brazil or (iii) makes U.S. Dollars generally unavailable in any legal exchange market in Brazil), the Note will be repaid through the collection of export receivables in an offshore escrow account to be opened and maintained with an escrow agent. Exclusively upon the occurrence of a Convertibility Event and the receipt of a written request from the Agent, Issuer will conclude a Convertibility Support and Escrow Agreement with Cargill Financial Services International, Inc. as the Escrow Agent on behalf of the Note Purchasers under which agreement the Issuer unconditionally and irrevocably agrees that the proceeds of its Export Receivables under an Off-take Contract with a designated buyer will be assigned and pledged to the Escrow Agent on behalf of the Note Purchasers and will be paid by the designated buyer to an Escrow Account with the Escrow Agent for repayment of the Note in accordance with Central Bank’s regulation. The original Maturity or accelerated maturity of the Notes as a result of the exercise of a Call/Put Option shall be extended upon the occurrence of a Convertibility Event as deemed reasonably necessary by the Agent to enable Issuer to fulfill its payment obligations under the Note through the export of goods during shipment windows designated by the Agent.
Contingent Payment. Financial Statements and Contingent Payment Report................. 5 -------------------------------------------------- 2.
Contingent Payment. (a) If, as of the date of the closing of any Sale of the Company (the "SALE DATE"), the Total Rate of Return (as defined below) realized by Seaview, determined without taking into account any payment or issuance of shares of Company Common Stock made pursuant to the provisions of this Section 2.4(a), shall be less than 25.0% per annum, then on the Payment Date (as defined below) the Company shall pay to Seaview, in addition to all other amounts payable under this Agreement, an amount (the "MAKE-WHOLE AMOUNT") such that, if such amount had been paid to Seaview on the Sale Date and had been taken into account in determining the Total Rate of Return as of such date, would have resulted in a Total Rate of Return of 25.0%. The Make-Whole Amount shall be paid in cash or, at the option of the Company, in shares of Company Common Stock valued at the Market Price (as defined below) thereof as of the Sale Date.
(b) For the purposes hereof, the "TOTAL RATE OF RETURN" shall be equal to the internal rate of return per annum, compounded annually, realized or deemed realized by Seaview on its investment in the Company represented by the Preferred Shares, and the shares of Company Common Stock received by the Purchasers upon conversion of the Preferred Shares or otherwise pursuant to the provisions of this Agreement (the "PREFERRED STOCK INVESTMENT"), and shall be computed on the basis of the following:
(i) except as otherwise provided in Section 2.4(b)(ii), the computation of the Total Rate of Return shall be made for the period from and including the Closing Date to and including the Sale Date;
(ii) the following assumptions shall be made in computing the Total Rate of Return: (A) in the event that on the Sale Date Seaview shall hold any shares of Company Common Stock issued upon conversion of the Preferred Shares, the computation shall be made based on the assumption that all such Preferred Shares were exercised on the Sale Date and all shares of Company Common Stock received by Seaview upon such conversion and any other shares of Company Common Stock previously received by Seaview upon the conversion of Preferred Shares were sold by it on the Sale Date for a price per share in cash equal to the Market Price as of such date (whether or not such Preferred Shares are actually converted or such shares of Company Common Stock are actually sold on such date); and (B) solely for purposes of computing the Total Rate of Return after giving effect to any Make-Whole Amount payab...
Contingent Payment. If during the last ten (10) consecutive trading days before (i) the expiry of eighteen (18) months, or (ii) the expiry of twenty four (24) months, or (iii) the expiry of thirty (30) months, or (iv) the expiry of thirty six (36) months since the Closing Date (each such date is hereinafter referred to as a "Qualifying Date") the Average Qualifying Date TEREX Common Stock Price (as defined below) of one (1) share of TEREX Common Stock in Euro during such ten (10) trading day period is less than the 1.28 times multiple of the Average TEREX Common Stock Price in Euro (as calculated in accordance with Section 2.1 above) (hereinafter referred to as the "TEREX Common Stock Guaranteed Value"), Seller will, in each case, make a payment in immediately available funds in Euro to a bank account designated by the Buyers in writing (each of which is hereinafter referred to as a "Contingent Payment") within thirty (30) days after receipt of Buyers' or a Buyers' representative written notice of a claim for a Contingent Payment (hereinafter referred to as the "Contingent Payment Notice"). The Contingent Payment will, in each case, be calculated in four (4) consecutive steps as follows:
(a) The average price of one share of TEREX Common Stock in United States dollars will be determined for each Qualifying Date by calculating the average of the daily closing sale prices of TEREX Common Stock on the consolidated report of trading of the NYSE issued for the ten (10) consecutive trading days before each Qualifying Date (hereinafter the "Average Qualifying Date TEREX Common Stock Price").
(b) The Average Qualifying Date TEREX Common Stock Price for each Qualifying Date shall then be converted into Euro on the basis of the official Euro Foreign Exchange Reference Rates between central banks within and outside the European System of Central Banks issued and published on a daily basis by the European Central Bank for the ten (10) consecutive trading days ending before the respective Qualifying Date. Stock Purchase Agreement as of November 26, 2001 Page -23- ________________________________________________________________________________
(c) The Average Qualifying Date TEREX Common Stock Price in Euro shall be divided by the Average Common Stock Price in Euro, thereby obtaining the "Qualifying Date Multiple" (hereinafter also referred to as "QDM").
(d) Dependent on the Qualifying Date Multiple, the respective Contingent Payment shall be determined as follows:
(i) If the Qualifying Da...