Disposition Payment definition
Examples of Disposition Payment in a sentence
Such payment shall be made on any date (the "Total Disposition Payment Date") established by the Company, which in no event shall be more than 30 days after the date on which the Total Disposition was consummated.
In the event that the Maturity Date, the Disposition Payment Date, or the Default Payment Date, as the case may be, shall not be a Business Day, then (notwithstanding any provision of this Agreement or the CVRs to the contrary) payment on the CVRs need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Maturity Date, the Disposition Payment Date, or the Default Payment Date, as the case may be.
To the extent not declined by the Bank, the then outstanding Commitments shall be automatically reduced on a dollar-by-dollar basis by the Disposition Payment Amount on such Mandatory Payment Date.
In case any such mutilated, destroyed, lost or stolen CVR has become or is to become due and payable within 15 days, the Company in its discretion may, instead of issuing a new CVR Certificate, pay such CVR on the Maturity Date, the Disposition Payment Date or the Default Payment Date, as the case may be.
Notwithstanding the foregoing, in the event of a QTE, the Cumulative Disposition Payment Amount shall be deemed to be equal to the greater of (x) the amount determined under the calculations set forth on Exhibit A hereto, and (y) the sum of (i) $50 million plus (ii) 1.5% multiplied by Cumulative Proceeds in excess of $500 million.
Such payment shall be made in (i) Cash (as defined below) or (ii) Cash and Shares (as defined below) on the third Business Day following the Maturity Date, or in Cash on the Default Payment Date or the Disposition Payment Date upon the occurrence of an Event of Default or a Disposition, as the case may be, each as defined in the Agreement referred to on the reverse hereof.
In the event that the Company determines that no amount is payable on the CVRs to the Holder on the Maturity Date or the Disposition Payment Date, as the case may be, as a result of Automatic Extinguishment or otherwise, the Company shall give to the Holder and the Trustee written notice of such determination.
The Company agrees that neither it nor its Subsidiaries shall take (or omit to take) any action with the intent of avoiding or reducing the payment of a Disposition Payment in connection with a Disposition.
The Disposition Payment for any particular Disposition prior to a QTE shall be equal to the difference between (a) the aggregate Disposition Payment Amount for all Dispositions inclusive of such Disposition as determined under the calculations set forth on Exhibit A hereto (with respect to any such Disposition, the “Cumulative Disposition Payment Amount”) and (b) the total Disposition Payments paid to the Manager prior to such Disposition pursuant to this Agreement.
As soon as practicable after the Disposition Consummation Date, the Company shall give the Holder hereof and the Trustee notice of such Disposition and the Disposition Payment Date, as provided in Section 301(d) of the Agreement.