Synacor Payments Sample Clauses

Synacor Payments. (i) Synacor shall pay to Qumu a fee equal to $2,000,000 (the “Synacor Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Qumu, within one business day after demand by Qumu, in the event that (A) following the execution and delivery of this Agreement and prior to the Synacor Shareholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Synacor Voting Proposal, an Acquisition Proposal in respect of Synacor shall have been publicly announced or shall have become publicly known, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal in respect of Synacor, in each case, which has not been publicly withdrawn at least five (5) business days prior to the Termination Date (in the case of a termination pursuant to Section 9.1(c)), or at least five (5) business days prior to the date of the Synacor Shareholder Meeting (in the case of a termination pursuant to Section 9.1(d)(i)), (B) this Agreement is terminated pursuant to Section 9.1(c) or Section 9.1(d)(i), and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction in respect of Synacor (whether or not the Acquisition Transaction referenced in the preceding clause (A)) is consummated or Synacor enters into a binding Contract (other than a preliminary agreement, such as a confidentiality agreement, letter of intent or memorandum of understanding) providing for an Acquisition Transaction in respect of Synacor (whether or not the Acquisition Transaction referenced in the preceding clause (A)) and such Acquisition Transaction is ultimately consummated (whether or not during the foregoing twelve (12)-month period); provided, however, that for the purposes of this Section 9.3(c)(i), all references to fifteen percent (15%) or eighty-five percent (85%) in the definition of “Acquisition Transaction” shall be replaced by fifty percent (50%).
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Related to Synacor Payments

  • Other Payments You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

  • Improper Payments Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company Material Adverse Effect: (a) no funds, assets or properties of the Company or its Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of the Company or its Affiliates has been made without being properly accounted for in the financial books and records of the Company or its Affiliates; (c) all payments by or on behalf of the Company or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company and its Affiliates; (d) the Company has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company nor any of its Affiliates, nor any director, officer, agent, employee or other Person associated with or acting on behalf of the Company or its Affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the Company’s or its Affiliates’ businesses; (f) none of the Company, any of its Affiliates or any agent of any of them has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company has no Knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.

  • No Other Payments The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except according to the Transaction Documents.

  • Funds for Payments (a) All payments of principal, interest, facility fees, Letter of Credit fees, closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s Head Office, not later than 2:00 p.m. (Cleveland time) on the day when due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrower with KeyBank set forth on Schedule 4.3, on the dates when the amount thereof shall become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Lenders (including the Swing Loan Lender) under the Loan Documents. Subject to the foregoing, all payments made to the Agent on behalf of the Lenders, and actually received by the Agent, shall be deemed received by the Lenders on the date actually received by the Agent.

  • Progress Payments 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents.

  • FAILURE TO MAKE OTHER PAYMENTS The failure by the Borrower to pay when due (or upon demand, if payable on demand) any payment Liability other than under the Revolving Credit.

  • Upfront Payments Within ten (10) days of the Effective Date, Celgene shall pay Acceleron Twenty-Five Million U.S. Dollars ($25,000,000) as an upfront, non-creditable, nonrefundable fee, relating to the license grants set forth in Article 4.

  • Reimbursement Payments The Department shall, to the extent funds are available, reimburse the Grantee for eligible claims presented for payment if the Department determines the requirements for reimbursement have been met. Claims under this Contract can only be made for the period this Contract is in effect. Reimbursement programs include the following:

  • Contingent Payments The Unilever Stockholder shall have the right to receive the Contingent Payments, if any, on the terms and subject to the conditions set forth on Exhibit 9 in recognition of its period of ownership of the Class B Shares.

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