Deferred Installment definition
Examples of Deferred Installment in a sentence
Solely for U.S. federal income tax purposes, the Parties agree that (a) the right to receive the Deferred First Installment Payment, (b) the right to receive the portion of the Additional Deferred Installment Payments that can be converted into shares of Parent Common Stock by reason of the Option (as defined below), and (c) the right to receive the remainder of the Additional Deferred Installment Payments shall be treated as separate debt instruments issued to the Equityholders.
The Deferred Installment Amounts shall be due in full on the date on which the next Installment Amount is payable pursuant to the April Convertible Note, provided that the deferral shall no longer apply, and the Deferred Installment Amounts shall become immediately due and payable, upon the occurrence of an Event of Default under the Financing Documents.
At Seller's option, Buyer shall execute and deliver to Seller at Closing, or at any time thereafter, a promissory note in form and substance reasonably acceptable to Seller and Buyer setting forth Buyer's Deferred Installment payment obligations, interest obligations and prepayment rights, and such other terms as the parties shall reasonably agree.
Missed Installment Payments and Deferred Installment Payments shall not accrue interest or penalties.
Any and all references in the Conveyance Agreement to "Deferred Value" and the "Deferred Installment Note" are hereby deleted, same being null, void and of no further force or effect.
Prior to the exercise of the Option by a given Equityholder, Parent may provide the Stockholders’ Representative with a request to prepay the Deferred First Installment Payment and each Additional Deferred Installment (each such request, a “Prepayment Request”).
Notwithstanding any limitation otherwise set forth in this Agreement, the Operating Partnership or the Grove Companies shall be entitled to offset the amount of any Indemnified Liabilities described in clause (ii) of the preceding sentence against any monies or OP Units due under the Deferred Installment Note or with respect to the Contingent Value Distribution.
At all times until the payment of the Second Deferred Installment, the Seller shall have a security interest equal to such number of Shares as shall be equal to the lesser of (1) the 1,436,179 Shares of Common Stock of the Company transferred hereunder, and (2) such number of Shares, other marketable securities or cash as are equivalent to the fair market value of any amounts which are unpaid pursuant to Paragraph 2(d) above.
For the avoidance of doubt, the Investor shall retain its right to elect an Installment Conversion with respect to all or any portion of the Deferred Installment Amounts.
The Deferred Value is $4,500,000, is allocated among the Properties in the manner set forth on Schedule 3.1 and subject to adjustment as indicated thereon, shall be evidenced by the Deferred Installment Note in the form attached hereto as Exhibit P (the "Deferred Installment Note"), which Note shall be issued by a Grove Company and the Operating Partnership.