Contingent Payment Right definition

Contingent Payment Right has the meaning set forth in the Recitals.

Contingent Payment Right has the meaning set forth in Section 2.3(a).

Contingent Payment Right means this Contingent Payment Right and any other contingent payment rights of like tenor issued in substitution or exchange for any thereof pursuant to the provisions of Section 2(f) hereof.

Examples of Contingent Payment Right in a sentence

• The Purchased Securities and the shares of Common Stock to be issued pursuant to the Contingent Payment Right Agreement, when issued, sold, and delivered in accordance with the terms of this Agreement and the other Transaction Documents, will be duly and validly issued, fully paid, and nonassessable, and will be free of any Liens or restrictions on transfer other than restrictions under this Agreement, the Governance Agreement and under applicable state and federal securities Laws.

• In the event that this Contingent Payment Right has not been exercised in full as of the last business day during the Term, the right to receive the Cash Payment shall be deemed to be automatically exercised in full by the Holder as of such last business day.

• This Contingent Payment Right is issued pursuant to that certain Investment Agreement, dated as of September 13, 2020, by and between the Company and the Investor (the “Investment Agreement”).

• In lieu of any fractional Contingent Payment Right Share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Fair Market Value of one Contingent Payment Right Share multiplied by such fraction.

• The sale of the Purchased Securities is not, and the subsequent conversion of the Note into the Converted Preferred Shares and the subsequent conversion of the Contingent Payment Right into shares of Common Stock (in each case, if any) will not be, subject to any preemptive rights, rights of first offer or any anti-dilution provisions contained in the Company Charter Documents.

More Definitions of Contingent Payment Right

Contingent Payment Right shall have the meaning set forth in Section 3(c) below.

Contingent Payment Right means the contingent payment right substantially in the form attached as Exhibit H hereto, such contingent payment rights to be issued by Parent at the Merger Effective Time.

Contingent Payment Right means the right to receive an amount equal to (i) the Contingent Payment divided by (ii) (x) the Number of Shares and Options Outstanding less (y) the number of Specified Rollover Options, which right shall not be assignable or otherwise transferable except by operation of law (including the laws of descent and distribution) or by intestacy and shall otherwise be subject to the terms of the Escrow Agreement.

Contingent Payment Right. A membership interest in the SPIP LLC which is entitled to distributions of any revenue with respect to the Current Patent Portfolio reasonably promptly following the receipt of such revenue equal to 22% of any Net Recovery. For the sake of clarity, in the event of a sale or assignment of IDTs interest in New SPIP or SPIP LLC, the proceeds of such sale or assignment shall belong entirely to IDT, and the parties hereto have no Contingent Payment Right with respect to such proceeds. Net Recovery means all revenue received by SPIP LLC as the result of any license, transfer, or assignment of any part of the Current Patent Portfolio, or any settlement, award, or judgment involving any part of the Current Patent Portfolio, less out-of-pocket third party fees, expenses and costs actually incurred by SPIP LLC or IDT, and the reasonable services provided by IDT its employees or executives, after the Effective Date (including any payment made to law firms and other vendors following the Effective Date regardless of when those payments were earned) in patent prosecution or patent litigation (if any) related to the settlement award or judgment resulting in such revenue, including but not limited to any attorneys fees, consultant or court costs, fees of experts and other costs and expenses related to the assertion of the patent rights. Net Recovery to be subject to verification through an audit procedure, not to be exercised more than once per year (the cost of which shall be paid by the Trust). Trust:2 Straight Path to form a trust (the Trust) and transfer the Contingent Payment Right to such trust in exchange for a single class of beneficial interests in such trust. If the independent directors of Straight Path immediately prior to the Effective Time are not the initial trustees of such trust, any replacement trustees must be third parties who had no involvement whatsoever in resolving the disputes underlying this settlement agreement and must be approved by IDT, such consent not to be unreasonably withheld, delayed or conditioned. The trust interests will be non-transferable and non-assignable, in whole or in part. The interests will not be registered as securities under the U.S. Securities Exchange Act of 1934, as amended. Straight Path to fund the trust in the amount of $4.5 million to pay all expenses of the trust, including administration expenses, compensation, fees and expenses of the trustees, indemnification amounts, insurance premiums, and fees and expenses...

Contingent Payment Right means the contingent payment right pursuant to the Contingent Payment Right Agreement. “Contingent Payment Right Agreement” means that certain Contingent Payment Right Agreement in the form attached as Exhibit B.

Contingent Payment Right means the right to receive from Reorganized Avianca S.A. on each Contingent Payment Date the share of the Contingent Principal Amount, if any, for such Contingent Payment Date, as specified in Section 5.1.7 or Section 5.1.8, as the case may be, of the Plan, payable, in the case of a Contingent Payment Right evidenced by a Dollar Note, in U.S. Dollars and payable, in the case of a Contingent Payment Right evidenced by a Peso Note, in Colombian pesos, based upon the exchange rate in effect on the Business Day immediately before the payment is due.

Contingent Payment Right. A membership interest in the SPIP LLC which is entitled to distributions of any revenue with respect to the Current Patent Portfolio reasonably promptly following the receipt of such revenue equal to 22% of any “Net Recovery.” For the sake of clarity, in the event of a sale or assignment of IDT’s interest in New SPIP or SPIP LLC, the proceeds of such sale or assignment shall belong entirely to IDT, and the parties hereto have no Contingent Payment Right with respect to such proceeds. “Net Recovery” means all revenue received by SPIP LLC as the result of any license, transfer, or assignment of any part of the Current Patent Portfolio, or any settlement, award, or judgment involving any part of the Current Patent Portfolio, less out-of-pocket third party fees, expenses and costs actually incurred by SPIP LLC or IDT, and the reasonable services provided by IDT its employees or executives, after the Effective Date (including any payment made to law firms and other vendors following the Effective Date regardless of when those payments were earned) in patent prosecution or patent litigation (if any) related to the settlement award or judgment resulting in such revenue, including but not limited to any attorneys’ fees, consultant or court costs, fees of experts and other costs and expenses related to the assertion of the patent rights. Net Recovery to be subject to verification through an audit procedure, not to be exercised more than once per year (the cost of which shall be paid by the Trust).