Guaranteed Return Sample Clauses

Guaranteed Return. In the event that Merchant elects the ----------------- option set forth in Section 15.1 above, but does not provide Agent with the written request within the time period specified in Section 15.1 above, following Agent's full inspection of the FF&E (whether located in the Stores, stockrooms, Warehouses or offices or otherwise), Agent will provide Merchant, with a written offer to sell the FF&E with a guaranteed return to Merchant specified therein.

Guaranteed Return. 5.1 The Vendor hereby agrees and undertakes to, as from the date of Completion of the Share Purchase Agreement to the end of the three (3) calendar years thereafter (i.e. [14] September 2007), guarantee and procure a return at the annual rate of 14.5% on the amount of the Purchase Consideration, being a sum of US$2,734,963 for each such calendar year. 5.2 The guaranteed return under clause 5.1 above shall be paid by the Vendor to the Purchaser on a half-yearly basis with a sum of HK$1,367,481.50 ("HALF-YEARLY GUARANTEED RETURN") payable at the end of each six (6) month period from the date of Completion of the Agreement (i.e. on [14] March and [14] September of each year) in immediately available funds by depositing such amount to a bank account to be designated by the Purchaser from time to time, until and unless any of the Options is exercised and completed, in which case clause 5.4 below will apply. 5.3 In the event that the Vendor fails to pay any of the Half-yearly Guaranteed Return due at the end of any such six (6) month period in accordance with clause 5.1 above, the number of Option Shares shall be reduced by 529,827 shares upon each time of such failure (and if such Half-yearly Guaranteed Return is paid only in part, the number of Option Shares shall be reduced on a basis pro rata to the ratio of the unpaid amount as against the amount of the Half-yearly Guaranteed Return). 5.4 In the event that completion of an exercise of an Option has taken place in accordance with Clause 4, the Half-yearly Guaranteed Return shall cease to accrue from the date of such Option Date on which completion takes place and the Half-yearly Guaranteed Return shall be calculated on a pro rata basis (based on the days elapsed until such Option Date and on a 365 day year basis). Such pro rata amount of the Half-yearly Guaranteed Return shall be payable by the Vendor to the Purchaser simultaneously with completion of the exercise of the relevant Option in a manner to be specified by the Purchaser.

Guaranteed Return. As an inducement to McKesson to convert the payment obligations under the BDA into equity on the terms and conditions set forth in this Agreement, Accentia hereby guarantees to McKesson that by the date that is the first anniversary of the Closing Date, McKesson will receive proceeds from the disposition of the Converted Stock (which term includes all Additional Stock issued or required to be issued to McKesson under this Agreement) equal to the “Guaranteed Return” described below. This guaranty shall be effectuated through the “Put” right described below, but it is a guaranty. The amount of the “Guaranteed Return” is as follows: a. On the Closing Date, the amount of the “Guaranteed Return” for the Converted Stock shall be $4,000,000. b. Each time that Additional Stock is delivered to McKesson or is required to be delivered to McKesson pursuant to the provisions of Paragraph 3 thereof due to the continued failure of Accentia to complete a Saleability Step in a particular time frame as set forth in this Agreement, the “Guaranteed Return” shall increase by an amount equal to the “Defined Dollar Equivalent” used to calculate the amount of Additional Stock issued and delivered (or required to be issued and delivered) to McKesson as of such date. Using the example set forth on Exhibit C, on the first anniversary of the Closing Date if no Saleability Steps have been completed by Accentia, the Guaranteed Return would be $4,000,000 plus $875,000. If on the other hand, a Saleability Step with regard to the Converted Stock is completed by the date that is 140 days after the Closing Date (i.e., 20 days after the Registration Deadline), the Guaranteed Return on the first anniversary of the Closing Date would be $4,000,000 plus $25,000. In addition, if the Saleability Step that is ultimately completed by Accentia (if any) is the Saleability Step described in Paragraph 3(b), and if at the time such Saleability Step is completed McKesson is holding Additional Stock that would have been readily saleable to the public as represented in the opinion delivered to McKesson pursuant to said Paragraph 3(b) but for the fact that the Additional Stock has not been held by McKesson for the applicable holding period under applicable law, the fact that the Additional Stock though issued may or may not be saleable to the public at the time will not reduce the amount of the Guaranteed Return that McKesson is entitled to on the first anniversary of the Closing Date.

Guaranteed Return. Pursuant to the MOA, it is proposed that the Company will be entitled to the Guaranteed Return provided by CMA CGM which will be determined in accordance with terms of the MOA and further set out in the Formal Agreements.

Guaranteed Return. A. JNA hereby warrants by way of financial accom- modation to the Debtors that, in consideration of the right to act as agent for the Debtors in the sale of the Merchandise, JNA, regardless of the Proceeds realized therefrom shall guarantee to the Debtors that the Debtors shall receive an aggregate amount equal to twenty-two percent (22%) of the Retail Value (hereafter referred to as the "Guaranteed Return"). As security for the performance of its obligations in respect of the Guaranteed Return, JNA shall, within seventy-two (72) hours after entry of the Approval Order provide to the Debtors an irrevocable, absolute, standby letter of credit issued by ▇▇▇▇▇ Fargo Bank, N.A., Chemical Bank, or another bank(s) or financial institution(s) acceptable to the Debtors (the "Issuing Bank") in an aggregate amount equal to the product of (a) twenty-two percent (22%) and (b) of the sum of (i) the aggregate Gross Rings from the Stores during the period from the Sale Commencement Date to the date of the entry of the Approval Order and (ii) eighty percent (80%) of the book value of the Merchandise remaining on hand on the date of entry of the Approval Order. Within twenty- four (24) hours after completion and receipt of a final certification of the Inventory, JNA shall cause the aggregate amount of such letter of credit to be amended so that it then equals the Guaranteed Return, less 67% of the Proceeds realized from the Sale from the Sale Commencement Date to the date immediately preceding the amendment of the letter of credit. In either case the letter of credit shall: (1) be presentable on or after April 20, 1996; (2)expire if not presented on or before May 31, 1996; (3)be presentable only at an office of the Issuing Bank in St. Louis, Missouri or New York, New York; (4)be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 and governed and construed under the laws of the State of New York or California;

Guaranteed Return. In the event that by the Anniversary Date, the Holder shall not have received the minimum Guaranteed Return specified in Section 4.8 of this Note.

Guaranteed Return. (a) If after the completion of an IPO, the Internal Rate of Return (“IRR”) of the Holder exercising the Conversion Rights (the “Exercising Holder”) over the Unpaid Amount that the Exercising Holder has elected to be converted into the Ordinary Shares of the Payor (“Elected Amount”, which does not include the Non-conversion Amount) upon the occurrence of Exit is below 25%, Key Founder shall compensate the Exercising Holder in cash until and only to the extent that the aggregate proceeds received by Exercising Holder upon the occurrence of Exit (including the proceeds received by Exercising Holder by sale of the equity interests in the Payor held by the Exercising Holder in the market) reach the less of (i) an amount reflecting an IRR of 25% over the Elected Amount as of the occurrence of Exit; or (ii) 3.052 times the Elected Amount, provided however that in the event (i) after the expiration of any lock-up period applicable to the shares or equity security held by the Holder, the daily volume weighted average trading price per share (or in the event of any shares represented by ADSs or ADRs, the per share price derived by dividing the price of such ADSs or ADRs by the number of shares that such ADSs or ADRs represent) that the Holder holds in the Payor is not less than the per share price calculated pursuant to the formula below (such price, the “Qualified Stock Price”) for thirty (30) consecutive trading days of the Company on each and any of such day, and (ii) the daily turnover rate of the Company’s shares during such consecutive thirty (30) trading days is above 5‰ on each and any of such day, then neither the Key Founder nor his Holding Company shall have any payment obligation with respect to such guaranteed return under this Clause 12: Where, For the avoidance of doubt, daily turnover rate shall be calculated pursuant to the following formula: (l) Section 12(c) of the Schedule B to the Note shall be deleted in its entirety and replaced by the following:

Guaranteed Return. FUND ACCOUNTS 6 Definition of Guaranteed Return Fund (GRF) Account and GRF Account Accumulation Value. Maturity of amounts in a GRF Account. GRF Accounts Maximum. Market Value Adjustment.