REVENUE SHORTFALL Sample Clauses

REVENUE SHORTFALL. (a) Annual Project Sum commitment minus all amounts paid, invoiced or otherwise due by Owner to Contractor for completed portions of Work Orders and/or agreements for Other Work during a Contract Year; and /or (b) Aggregate Project Sum commitment minus all amounts paid, invoiced or otherwise due by Owner to Contractor during the Term minus any amounts for Work in progress at the end of the Term which Work is performed and payment is made or due within twelve (12) months after the end of the Term.

REVENUE SHORTFALL. StatusOne and the Principal Stockholders agree that, in the event that on or prior to the one (1) year anniversary date of the Closing Date (the "Measurement Date"), any customer set forth on Exhibit G hereto terminates or gives written notice (the "Termination Notice") of its intention to terminate its relationship with StatusOne (each, a "Terminating Customer") (for any reason whatsoever, including StatusOne's default under its contract with such customer), American Healthways shall be entitled to reduce the Class A/B Merger Consideration, and to receive from the Escrow Amount, an amount equal to the amount of projected revenues for each such Terminating Customer, as set forth on Exhibit G hereto (such amount to be referred to as the "Revenue Shortfall"); provided that, if both StatusOne and the Terminating Customer continue to fully perform pursuant to the terms of the Terminating Customer's existing contract and StatusOne receives written notice by the Terminating Customer of revocation of its Termination Notice within 90 days following the termination date set forth in the Termination Notice, American Healthways shall pay to the Stockholder Representative on behalf of the StatusOne Stockholders and holders of Options the amount paid from the Escrow to American Healthways with respect to such Terminating Customer. The combined Revenue Shortfall for all Terminating Customers paid to American Healthways from the Escrow shall be referred to as the "Escrow Payout".

REVENUE SHORTFALL. If the Final Annual Revenues (as hereinafter defined) of ECCO determined as provided herein for the twelve (12) calendar month period immediately following the Closing (the "Adjustment Period") are less than [INFORMATION OMITTED; FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] Dollars, then the Purchase Price shall be reduced by an amount equal to the shortfall (the "Revenue Shortfall"). Purchaser shall recover the Revenue Shortfall from Sellers in the following manner: (i) First, Sellers shall deliver to the Purchaser for cancellation, that number of shares of the Purchaser's Stock having a value (computed in accordance with the provisions of this Paragraph 2.8(a)(i)) equal to the Revenue Shortfall. For the purposes of this Paragraph 2.8, the "value" of the Purchaser's Stock shall be computed on the basis of the average of the daily closing prices for the Purchaser's common stock on NASDAQ for the thirty (30) consecutive business days on which NASDAQ was open for trading immediately preceding the first anniversary of the Closing Date. The Revenue Shortfall reductions in the Purchaser's Stock shall be applied pro rata to each of the Sellers to reduce their shares of the Purchaser's Stock; (ii) Second, if the Revenue Shortfall exceeds the aggregate value (as computed pursuant to Paragraph 2.8(a)(i)) of the Purchaser's Stock held by the Pledgeholder, the principal amount of the Notes shall be reduced by the balance of the Revenue Shortfall. The outstanding principal amounts of the Notes shall be reduced on a pro rata basis, and the annual payments due under the Notes shall be recalculated over the balance of the term of the Notes; and (iii) Third, if the Revenue Shortfall exceeds the value (as computed pursuant to Paragraph 2.8(a)(i)) of the Purchaser's Stock and the Notes, then the balance of the Revenue Shortfall shall be the joint and several obligation of the Sellers, which shall be due and payable by Sellers to Purchaser within ten (10) days after a written request therefor from Purchaser.

REVENUE SHORTFALL. 3.1 If the Cash Manager determines on the Calculation Date that there will be a Revenue Shortfall, the Cash Manager, on behalf of the Issuer, shall pay or provide for such Revenue Shortfall by applying amounts standing to the credit of the General Reserve Fund as Available Revenue Receipts on the immediately following Interest Payment Date to pay the amounts due and payable to items (A) to (E) inclusive of the Pre-Enforcement Revenue Priority of Payments. 3.2 If the Cash Manager makes any payment or provision pursuant to Paragraph 3.1, the Cash Manager shall debit the General Reserve Ledger in accordance with Paragraph 4 of Schedule 3 (General Reserve Ledger) below.

REVENUE SHORTFALL. 18.6.1 [**] Look-Back. In the event that, as of the [**] anniversary of the Effective Date, Directory Advertising Revenues generated during the prior [**] period are less than [**] Dollars (US $[**]), then this Agreement shall terminate on the [**] anniversary of the Effective Date and proceed to the Wind-Down Period in accordance with Section 20.7 below; provided, however, that either Party shall have the right to override such termination by providing notice (no later than the [**] anniversary of the Effective Date) to the other Party (which such notice shall be binding on both Parties) of its intent to override such termination and by paying, no later than the [**] anniversary of the Effective Date, (a) in the case of SB, [**] Dollars (US $[**]) to AOL to extend the Agreement for an additional [**] period (the "Year [**] SB Extension Payment") or (b) in the case of AOL, an amount equal to the difference between (x) [**] Dollars minus (y) the share of the Directory Advertisement Revenues earned by SB pursuant to Section 18.2 during the prior [**] period plus any [**] paid by AOL to SB during such period. In the event SB elects to continue this Agreement in accordance with this Section 18.6.1, the share of Directory Advertisement Revenues (as set forth in Section 18.2 above) shall be shared in accordance with Section 18.2.1 until such time as SB earns back an amount (when Directory Advertisement Revenues earned by SB during such Year are added to any [**] earned by SB during such Year) equal to the Year [**] SB Extension Payment (collectively, the "Year [**] Extension Payment Earn-Back"). Upon the completion of the Year [**] Extension Payment Earn- Back, the Directory Advertisement Revenue share shall be paid in accordance with Section 18.2.2. 18.6.2 [**] Look-Back.

REVENUE SHORTFALL. 6 2.7 Earn-Out Consideration.........................................................................7 2.8 Procedures.....................................................................................8 2.9 StatusOne Options, Warrants, and Convertible Securities........................................8

REVENUE SHORTFALL. (a) Annual Project Sum commitment minus all amounts paid, invoiced or otherwise due by Owner to Contractor for completed portions of Work Orders and/or agreements for Other Work during a Contract Year; and/or (b) Aggregate Project Sum commitment minus all amounts paid, invoiced or otherwise due by Owner to Contractor during the Term minus any amounts for Work in progress at the end of the Term which Work is performed and payment is made or due within twelve (12) months after the end of the Term. (c) For purposes of computing Revenue Shortfall, Revenue Shortfall shall equal X, and Contractor's Fee Trueup shall equal .12X.