Maximum Cash Payment definition

Maximum Cash Payment is defined in Section 3.6(b).
Maximum Cash Payment means the aggregate amount of the following: (i) the amount of cash received by Genzyme pursuant to Sections 10.3 and 10.4 of the Merger Agreement; (ii) the amount of cash received by Genzyme pursuant to the exercise of the put right with respect to the Option under Section 7(a)(i); and (iii) the amount by which proceeds realized by Genzyme upon any and all dispositions of the Option or any Option Shares by Genzyme (other than to Biomatrix pursuant to Section 7(a) hereof) exceeds the Exercise Price paid by Genzyme therefor. Should the Maximum Cash Payment exceed $22 million at any time or from time to time, Genzyme agrees to remit promptly to Biomatrix the amount of any such excess, including any excess received upon any disposition of the Option or any Option Shares to any third party.
Maximum Cash Payment means the aggregate amount of the following: (i) the Termination Fee received by Parent pursuant to Section 6.04(b) of the Merger Agreement; (ii) the amount of cash received by Parent pursuant to the exercise of the cash-out right with respect to the Option under Section 7(a)(i) hereof; and (iii) the amount by which proceeds realized by Parent upon any and all dispositions of the Option or any Option Shares by Parent (other than to the Company pursuant to Section 7(a) hereof) exceeds the Exercise Price paid by Parent therefor. Should the Maximum Cash Payment exceed $8.0 million at any time or from time to time, Parent agrees to remit promptly to Company the amount of any such excess, including any excess received upon any disposition of the Option or any Option Shares to any third party.

Examples of Maximum Cash Payment in a sentence

  • So long as these conditions are met, Mr. Beri or his affiliate may sell back to the Company during the Measuring Period less than 60% of the Stock Consideration and the Maximum Cash Payment shall be appropriately reduced based on valuing the amount of Stock Consideration sold at $0.50 per share.Effective as of March 31, 2020, ABS and Mr. Beri entered into a guarantee letter agreement with Elegance under which they have agreed to refund the Deposit in full to Elegance.

  • So long as these conditions are met, Mr. Beri or his affiliate may sell back to the Company during the Measuring Period less than 60% of the Stock Consideration and the Maximum Cash Payment shall be appropriately reduced based on valuing the amount of Stock Consideration sold at $0.50 per share.The ABS purchase price is approximately 80% of the low end of the range of equity value of ABS set forth in the Moore Stephens Perth Corporate Services Pty Ltd.

  • So long as these conditions are met, Mr. Beri or his affiliate may sell back to the Company during the Measuring Period less than 60% of the Stock Consideration and the Maximum Cash Payment shall be appropriately reduced based on valuing the amount of Stock Consideration sold at $0.50 per share.

  • In no event shall the value of the Cash Payments to the Target Stockholders (whether paid in cash or in Purchaser Common Stock pursuant to a Common Stock Notice) exceed the Maximum Cash Payment amount.

  • If the aggregate amount of cash requested by holders of LabONE Common Stock pursuant to effective Elections to Receive Cash exceeds $16,600,000 ( the" Maximum Cash Payment Amount"), you will not receive the full amount of cash to which you otherwise would be entitled, but will receive a combination of cash and Surviving Corporation Common Stock.

  • To the extent any provision in the Certificate of Designation requires payment in excess of the Maximum Cash Payment, such provision is superseded by this Section 10.11 such that no amount in excess of the Maximum Cash Payment shall at anytime be due, payable, or otherwise accrue.

  • In the event that the amount of cash requested exceeds the Maximum Cash Payment Amount (as defined below), each share of LabONE Common Stock for which an Election to Receive Cash is made (each a "Cash Election Share") will be converted into the right to receive a prorated amount of cash and Surviving Corporation Common Stock.

  • The Maximum Cash Payment Amount, which is the maximum aggregate amount of cash to be paid to holders of LabONE Common Stock in the Merger, will be equal to $16,600,000.

  • Notwithstanding any other provision of this Agreement, in no event shall the Maximum Cash Payment exceed $22 million.

  • So long as these conditions are met, Mr. Beri or his affiliate may sell back to the Company during the Measuring Period less than 60% of the Stock Consideration and the Maximum Cash Payment shall be appropriately reduced based on valuing the amount of Stock Consideration sold at $0.50 per share.(4) We expect that we will incur variable costs by related to marketing of our products and brand.


More Definitions of Maximum Cash Payment

Maximum Cash Payment means an amount equal to (i) $1,452,873,200 less (ii) (1) the sum of (X) the Debt/Cash Balance of the CMI Business as of the Closing Date (but not giving effect to the Financing or any of the transactions contemplated thereby), (Y) Buyer’s good faith estimate of the Financing Costs (which, for purposes of this Schedule 3.8 only, shall consist solely of any underwriting or ticking fees incurred in connection with the Financing or the offering and sale of the High Yield Notes and any road show or printing costs incurred in connection with the offering and sale of the High Yield Notes) plus $10,450,000, and (Z) Buyer’s good faith estimate of the aggregate put price for all shares of Class B Common Stock of Commercial Markets Holdco, Inc. put by the holders thereof between the date hereof and the Closing Date, plus (2) $25,000,000 (which represents the investment in Commercial Markets, Inc. referred to in the recitals to the Stockholders’ Agreement).

Related to Maximum Cash Payment

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Cash Payment has the meaning set forth in Section 2.2(b).

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Minimum Cash Balance means $10,000,000 minus (i) $500,000, (ii) any amounts to be paid to holders of Allowed Ongoing Trade Claims of New Permian Corp., and (iii) any amounts to be paid to holders of Allowed Cure Amounts pursuant to Section 8.4(ii).

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Non-Cash Consideration means consideration in a form other than cash.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Step-Down Amount means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.

  • Issuance Amount means the aggregate Sales Price of the Shares to be sold by the Agent pursuant to any Issuance Notice.

  • Cash price means the price measured in dollars at which a seller of a motor vehicle would in good faith sell to the buyer or to any other buyer under like circumstances, and the buyer would in good faith buy from the seller, the motor vehicle that is the subject matter of an installment sale contract if the sale were a sale for cash instead of an installment sale.

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Earnout Payments has the meaning specified in Section 2.7.