First Anniversary Payment Sample Clauses

First Anniversary Payment. Provided the Company Revenue is achieved during the First Earn Out Period, KIT shall cause to be issued and delivered promptly to the Company (or its designated successor), or as directed in writing by the Company (or its designated successor), in accordance with Section 2.11, subject to clauses (d) through (f) of this Section 2.6, a dollar value (payable in KIT Common Shares) equal to (X*Y)-Z, where “X” is equal to 1.0 (the “First Period Multiplier”), “Y” is equal to (i) the Company Revenue minus (ii) $2,247,000, and “Z” is equal to US$4,000,000 (the “Advance”), which dollar value for the First Earn Out Period will not exceed US$40,000,000 (the “First Anniversary Earn Out”). The number of KIT Common Shares payable in respect of the First Anniversary Earn Out shall be determined by dividing (x) the First Anniversary Earn Out by (y) the Weighted Average Price for the 20 trading days immediately preceding the First Anniversary Date. If the Company Revenue is not achieved during the First Earn Out Period, the First Period Multiplier shall be reduced to 0.2 and references to the “Company Revenue” in this clause (b)(i) shall instead be deemed to be references to “Earn Out Revenue.” To the extent the Company Revenue cannot support the deduction of the Advance, any portion of the Advance not deducted from the First Anniversary Earn Out (such reduced amount, the “Advance Balance”) shall be carried forward to the Second Earn Out Period (and Third Earn Out Period, if necessary) and shall be deducted from the Company Revenue in accordance with the formula set out in this clause 2.3(b)(i) until the Advance Balance, as adjusted, has been deducted in full.
Sample 1
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First Anniversary Payment. No later than the ninety- ------------------------- fifth (95th) day following the first anniversary of the Closing Date, Suburban and Purchaser, jointly and severally, shall deliver the First Anniversary Payment, if due. The "FIRST ANNIVERSARY PAYMENT" shall be One Million Dollars ($1,000,000). Subject to SECTION 2.1.1(g), Suburban and Purchaser shall only deliver, and the Company shall only be entitled to receive, the First Anniversary Payment if and only if:
Sample 1
First Anniversary Payment. If the [**] is greater than [**], then the “First Anniversary Payment” shall be an amount equal to the lesser of (i) $15,100,000, or (ii) $15,100,000 multiplied by [**] of which amount (A) ten percent (10%) in shares of CBIZ Stock valued at a price per share equal to the CBIZ Stock Price shall be issued to Sellers (the “FAP Stock Portion”), and (B) the remaining amount, less (I) the amount of the MHM First Anniversary Payment (as defined in the MHM Purchase Agreement) and (II) the amount of the First Year Stay Bonus Pool (as defined in Section 5.3(f) hereof), shall be paid to the Sellers in cash (the “FAP Cash Portion”). If [**] is equal to or less than [**], then no First Anniversary Payment shall be owed to the Sellers. The First Anniversary Payment shall be paid as follows: (x) an amount equal to fifty percent (50%) of Buyer’s good faith estimate of the FAP Cash Portion shall be paid in cash via wire transfer of immediately available funds within thirty (30) days after the first anniversary of the Earnout Commencement Date to the Designated Seller Account; (y) an amount equal to the FAP Cash Portion less the amount paid to Sellers pursuant to clause (x) above shall be paid in cash via wire transfer of immediately available funds within ninety (90) days after the first anniversary of the Earnout Commencement Date to the Designated Seller Account; and (z) the FAP Stock Portion shall be issued to Sellers within ninety (90) days after the first anniversary of the Earnout Commencement Date. [**] denotes confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment
Sample 1
First Anniversary Payment. Subject to Closing occurring, Buyer further agrees to issue Seller an additional 100,000 Common Shares on the date which is the first anniversary of the Closing for which Buyer will file a registration statement with the SEC within 28 days of such date.
Sample 1
First Anniversary Payment. On the first anniversary of the Closing Date, Purchaser will pay each Founder for each Company Share sold by each Founder pursuant to this Section 1.3(a) and listed under the heading “Company Shares Exchanged for Cash” in Schedule II hereto, an amount equal to up to (i) the sum of (a) $*** multiplied by the number of the Company’s Employees and Founders employed on the date hereof that are still employed, by the Company, Purchaser or a Subsidiary of Purchaser (a “Subsidiary” of Purchaser shall mean a subsidiary whose financial statements are required to be consolidated with the financial statements of Purchaser under generally accepted accounting principles), and the number of the Company’s Employees and Founders employed on the date hereof that are not employed, if the employment has been terminated by the Company or Purchaser other than on grounds that would qualify as grounds for termination for personal reasons (Sw: “personliga skäl”) or dismissal (Sw: “avsked”) under the Swedish Act on Employment Protection (Sw: “Lagen om anställningsskydd”), which grounds, for the avoidance of doubt, shall not include redundancy (Sw: “arbetsbrist”), on such first anniversary of the Closing Date and (b) an amount equal to ***% of the *** revenue recognized by the Company during the first 12-month period ending on the first anniversary of the Closing Date, provided that such revenue is derived from *** of at least *** of the Company’s *** that are working on projects for “*** customers” and *** projects, and in the event that less than *** of the Company’s *** are available for *** customers, the *** revenue will be deemed to include *** revenue received by the Company from *** customers plus *** revenue received from *** calculated at the rate of $*** per man day per *** for the number of *** working on *** projects that exceeds ***, divided by (ii) the aggregate number of Company Shares held by the Founders listed under the heading “Company Shares Exchanged for Cash” Schedule II hereto; and
Sample 1
First Anniversary Payment. Section 1 .2(b)(ii) of the Agreement is hereby amended to replace the phrase “subject to Section 1.12 below, $1,000,000 payable on the earlier of (A) the first anniversary of Closing or (B) consummation of a Public Offering (as defined below) by the Purchaser (the “First Anniversary Payment”)…” with the following: “subject to Section 1.12 below from the date hereof through and including September 24, 2008 but not thereafter, $1,000,000, payable on the earlier of (A) March 24, 2009 or (B) consummation of a Public Offering (as defined below) by the Purchaser (the “First Anniversary Payment”)…” Purchaser hereby confirms its obligation, under Section 1.2(a)(iii) of the Agreement, to release an aggregate of 500,000 shares of Purchaser Common Stock, referred to as the “Base Stock Consideration” to the Sellers on the first anniversary of the Closing (which is September 24, 2008).
Sample 1
First Anniversary Payment. On the first business day after the first anniversary of the Closing Date, PNA shall pay or cause to be paid to Sellers an aggregate amount equal to Five Million Three Hundred Thousand Dollars ($5,300,000), such amount to be paid at the direction of Diamond by wire transfer of immediately available funds to the account set forth on Schedule 2.2 attached hereto (subject to Diamond’s right to designate one or more different accounts by written notice to PNA prior to the first anniversary of the Closing Date).
Sample 1
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Related to First Anniversary Payment

  • Anniversary Fee A fully earned, non-refundable fee of $33,750, on the first anniversary of the Effective Date; and if this Agreement is terminated prior to the first anniversary of the Effective Date, either by Borrower or Bank, Borrower shall pay such Anniversary Fee to Bank in addition to any Termination Fee.

  • Lump Sum Payment NewMil Bancorp shall make a lump sum payment to the Executive in an amount in cash equal to one times the Executive’s annual compensation. For purposes of this Agreement, annual compensation means (a) the Executive’s annual base salary on the date of the Change in Control or the Executive’s termination of employment, whichever amount is greater, plus (b) any bonuses or incentive compensation earned for the calendar year immediately before the year in which the Change in Control occurred or immediately before the year in which termination of employment occurred, whichever amount is greater, regardless of when the bonus or incentive compensation is or was paid. NewMil Bancorp recognizes that the bonus and incentive compensation earned by the Executive for a particular year’s service might be paid in the year after the calendar year in which the bonus or incentive compensation is earned. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this Section 2(a)(1) is payable no later than 5 business days after the date the Executive’s employment terminates. If the Executive terminates employment for Good Reason, the date of termination shall be the date specified by the Executive in his notice of termination.

  • Over-Allowance Amount On the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance Amount. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

  • Quarterly Payments If Tenant during any six (6) month period shall be more than five (5) days delinquent in the payment of any rent or other amount payable by Tenant hereunder on three (3) or more occasions, then, notwithstanding anything herein to the contrary, Landlord may, by written notice to Tenant, elect to require Tenant to pay all Base Monthly Rent and Additional Rent quarterly in advance. Such right shall be in addition to and not in lieu of any other right or remedy available to Landlord hereunder or at law on account of Tenant's default hereunder

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Lump Sum Payments If, during the Employment Period, the Company terminates the Executive's employment other than for Cause, or the Executive terminates employment for Good Reason, the Company shall pay to the Executive the following amounts:

  • Xxxxx Date [Grant Date]

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

  • Interim Payment Unless the Funding Date for a Loan is the first day of a calendar month, Borrower shall pay the per diem interest (accruing at the Loan Rate from the Funding Date through the last day of that month) payable with respect to such Loan on the first Business Day of the next calendar month.

  • Make-Whole Payments A Make-Whole Payment will be due in connection with the Optional Redemption of the Notes on any date on or after the Earliest Redemption Date but prior to the First Par Redemption Date, as described in Section 8.2, solely to the extent funds are available therefor. Any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the earlier of the Redemption Date or the applicable Final Maturity Date. In addition, any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the date the Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a). For the avoidance of doubt, no Make-Whole Payment will be payable in connection with an Optional Redemption of the Notes on or after the First Par Redemption Date.

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