NET CASH PAYMENT Sample Clauses

NET CASH PAYMENT. On the 15th Business Day after the final determination of the Final Closing Balance Sheet in accordance with section 2.13:
Sample 1
AutoNDA by SimpleDocs
NET CASH PAYMENT. On the 15th Business Day after the final determination of the Final Closing Balance Sheet in accordance with the Principal Purchase Agreement, if the Net Cash as set out in the Final Closing Balance Sheet is a positive number, the Purchaser shall issue to the Vendor on such date (the "SPECIAL REDEMPTION DATE") such number of Class 3 Preferred Shares (rounded upwards to the nearest whole share) with an aggregate Redemption Price equal to the amount of such Net Cash, converted to U.S. Dollars at the Conversion Rate as at the Principal Date of Closing, multiplied by a fraction, (i) the numerator of which is the aggregate of the number of Class 3 Preferred Shares owned by the Vendor on the Special Redemption Date and (ii) the denominator of which is the aggregate of all Class 3 Preferred Shares outstanding on the Special Redemption Date and of all Class 4 Preferred Shares issuable upon exercise of all options outstanding on the Special Redemption Date. Such Class 3 Preferred Shares issuable to the Vendor shall be credited as paid in full, and delivered by the Purchaser to the Vendors' Representative, on behalf of the Vendor, in certificated form.
Sample 1
NET CASH PAYMENT. On the 15th Business Day after the final determination of the Final Closing Balance Sheet in accordance with the Principal Purchase Agreement, if the Net Cash as set out in the Final Closing Balance Sheet is a positive number, the Purchaser shall issue to the Vendors on such date (the "SPECIAL REDEMPTION DATE") such number of Class 3 Preferred Shares (in the case of Shareholders) and Class 4 Preferred Shares (in the case of Optionholders) with an aggregate Redemption Price equal to the amount of such Net Cash, converted to U.S. Dollars at the Conversion Rate as at the Closing Date, multiplied by a fraction, (i) the numerator of which is the aggregate of the number of Class 3 Preferred Shares owned by the Vendors on the Special Redemption Date and the number of Class 4 Preferred Share Options held by the Vendors on the Special Redemption Date and (ii) the denominator of which is the aggregate number of all Class 3 Preferred Shares outstanding on the Special Redemption Date and the number of all Class 4 Preferred Share Options outstanding on the Special Redemption Date. Such Class 3 Preferred Shares and Class 4 Preferred Shares issuable to such Vendors shall be credited as paid in full, and delivered by the Purchaser to the Vendors' Representative, on behalf of the Vendors, in certificated form, each Vendor being entitled to such number of such Class 3 Preferred Shares or Class 4 Preferred Shares, as the case may be (rounded upwards to the nearest whole share), based on its pro rata holding of Class 3 Preferred Shares or Class 4 Preferred Share Options, relative to all Shareholders or Optionholders, respectively.
Sample 1
NET CASH PAYMENT. At the Closing and deemed to be effective as of the time immediately prior to the Effective Time (after giving effect to all (i) exercises of Company Options, (ii) exercises of warrants to purchase Company Common Stock and Company Preferred Stock and (iii) conversions of Company Preferred Stock into Company Common Stock, that are elected by the holders thereof to be made prior to the Effective Time), the Company shall make a payment (the “Net Cash Payment”) allocated among the Company Stockholders in accordance with the terms of the Company’s Certificate of Incorporation as in effect as of the earlier of the time of such Net Cash Payment or the time immediately prior to the Effective Time, and among the holders of outstanding unexercised Company Options (assuming the exercise of all of such Company Options for cash immediately prior to such Net Cash Payment, whether or not such exercise is actually elected by the holder thereof prior to the Effective Time), an amount in cash (the “Net Cash Amount”), if any, equal to the amount, if any, by which (i) the Cash On-Hand Amount set forth in the Capitalization and Closing Payment Amount Certificate, exceeds (ii) the sum of the Indebtedness Amount, the Transaction Costs, the Company Payables Amount and the Accrued Vacation Amount, each as set forth in the Capitalization and Closing Payment Amount Certificate. The Net Cash Payment to the Company Stockholders shall be characterized as a dividend, and the Net Cash Payment in respect of outstanding unexercised Company Options shall be characterized as a one-time bonus and, to the extent held by employees of the Company, shall be made through the Company’s payroll system, subject to all applicable Tax withholding obligations of the Company. The Net Cash Payment shall be paid as promptly as practicable following the Effective Time.
Sample 1

Related to NET CASH PAYMENT

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Cash Payments Merchant may not receive any payments from a Cardholder for charges included in any Transaction resulting from the use of any Card nor receive any payment from a Cardholder to prepare and present a Transaction for the purpose of affecting a deposit to the Cardholder's Card account.

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • XXXXX CASH 25 CONTRACTOR is authorized to establish a xxxxx cash fund in an amount not 26 to exceed one thousand dollars ($1,000).

  • Earn-Out Payment If, during the period beginning January 1, 2022 and ending on December 31, 2022 (the “Earn-Out Period”), the Group Companies achieve certain Adjusted EBITDA targets as set forth in this Section 2.6.1 (the “Earn-Out Milestone”), then Buyer shall pay, or cause to be paid, to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) (the “Earn-Out Payment”), which shall be payable in accordance with Section 2.6.2. The Earn-Out Payment shall be calculated as follows:

  • Compensatory Time Cash Out All compensatory time must be used by June 30th of each year. If compensatory time balances are not scheduled to be used by the employee by April of each year, the supervisor will contact the employee to review their schedule. The employee’s compensatory time balance will be cashed out every June 30th or when the employee:

  • Net Cash Flow The term “Net Cash Flow” shall mean all cash and cash equivalents from all sources on hand as of the last day of the measurement period prior to any distributions to the Partners, and after the payment of all then due expenses of operating and managing the Restaurants, and after payment of all debts and liabilities and after any prepayments of any debts and liabilities that the General Partner, in its reasonable and good faith discretion, elects to cause to be made, and after the establishment of any reserves reasonably deemed necessary by the General Partner for (i) the repayment of any due debts or liabilities, including debts owed to the General Partner; (ii) the working capital requirements; (iii) capital improvements and replacement of furniture, fixtures or equipment; and (iv) any contingent or unforeseen liabilities. In determining Net Cash Flow of each Restaurant there shall be deducted the Supervision Fee and the Accounting Fee as provided in Section 4.7, the Advertising Payment and the Insurance Payment as provided in Section 4.8, and the OSRS Charges as provided in Section 4.2.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

Time is Money Join Law Insider Premium to draft better contracts faster.