Deferred Payment Obligations Sample Clauses
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Deferred Payment Obligations. (a) The obligation to issue the Section 524(g) Shares shall secure and serve as support and credit enhancement for the prompt and complete payment when due (whether by acceleration or otherwise) of each Deferred Payment (including interest thereon, if any) to the Trusts under and pursuant to the Deferred Payment Agreements, each as the same may from time to time be amended, modified, supplemented, extended, renewed, deferred, refinanced, replaced, refunded or restated, in whole or in part, in accordance with the terms and conditions thereof, by operation of Law or otherwise, in each case, with the consent of Parent and the applicable Trust (collectively, the “Deferred Payment Obligations”).
(b) To the extent that the Trusts’ Representative exercises its rights on behalf of the Trust (PI) under this Share Issuance Agreement and the Section 524(g) Shares are issued and delivered to it on behalf of the Trusts, the amount of the remaining Deferred Payments shall be reduced by the Fair Market Value of the Section 524(g) Shares allocated to the Trusts in the manner set forth in Section 4 of the Intercreditor Agreement (as such Section 4 of the Intercreditor Agreement, together with any defined terms used (directly or indirectly) in such Section 4 are in effect as of the date hereof, or as amended or modified from time to time with the consent (not to be unreasonably withheld) of Grace and Parent Guarantor after the date hereof.
Deferred Payment Obligations. Deferred Payment Obligations shall mean those payment obligations of the Purchaser arising from the Agreed Purchase Price and the Development Cost Obligations that are satisfied in deferred form in accordance with the payment schedule in Section A.2 and the financial terms agreed in the Principal SPA. The aggregate obligations of EDGM are capped at a máximum of $8,750,000 for purposes of the Pledge. The agreed Budget is attached as ▇▇▇▇▇ ▇ The Deferred Payment Obligations:
a) Constitute essential obligations of EDGM. b) Are subject to the SPA and Agreement.
Deferred Payment Obligations. (a) If:
(i) an Alternative Offer is announced by any Third Person;
(ii) a Sale is completed; and
(iii) after a Sale, the Optionholder Matches the Proposal (Counter Proposal), the Optionholder must, upon implementation of the Scheme, pay to the Shareholder the amount calculated in accordance with the following formula: 𝐴 = (𝐵 − 𝐶) × 𝑆 where: A = the amount payable to the Shareholder; B = the Initial Exercise Price under the Scheme after being amended to give effect to the Counter Proposal; C = the Initial Exercise Price; and S = the number of Relevant Shares the subject of the prior Sale. The Shareholder may elect to receive the amount payable under clause 3.5(a)(iii) as cash or non-cash consideration on the same basis as any other holder of Shares may elect to receive consideration under the Scheme.
Deferred Payment Obligations. No Loan Party shall pay any earnouts, holdbacks or other similar deferred payment obligations unless (x) such payment is due and owing, (y) no Default or Event of Default then exists, and (z) the Borrower will be in compliance with the financial covenants set forth in Section 6.26 as of the most recently ended Fiscal Quarter on a pro-forma basis after giving effect to such payment (assuming, solely for such determination, that any such payment was made on the last day of such Fiscal Quarter).