Non-Contingent Payments definition
Examples of Non-Contingent Payments in a sentence
In the event that (a) Axcan fails to make any Non-Contingent Payment(s) and/or the Clinical Milestone Payment in accordance with the timing and * Confidential treatment requested.
The per share Non-Contingent Payments assume the full exercise of all outstanding Company Options, should the actual number of shares of Company Common Stock outstanding as of the Effective Time differ, the amount of Non-Contingent Payments payable per share shall be adjusted accordingly; provided, however, that in no event shall the aggregate amount of the Non-Contingent Payment exceed Thirty Four Million Dollars ($34,000,000).
Upon expiration of this Agreement, all Non-Contingent Payments, to the extent not paid prior to the effective date of expiration, will become due and payable to Ironwood as of the effective date of expiration.
The amount of any decrease in the Merger Consideration shall be set off against the Non-Contingent Payment payable on June 30, 2007 and to the extent the deficiency is greater than the Non-Contingent Payment payable on June 30, 2007, shall be set-off against subsequent Non-Contingent Payments or the Contingent Payment (any such set-off being the “Adjustment”).
Notwithstanding anything to the contrary in this Agreement, all Non-Contingent Payments, to the extent not paid prior to the effective date of any Change of Control of AstraZeneca, will become due and payable to Ironwood immediately prior to the effectiveness of such Change of Control, regardless of whether Ironwood terminates this Agreement under Section 10.4.2.
Notwithstanding the foregoing, in no event shall the aggregate Non-Contingent Payments, when added to the Contingent Payment paid to the Company Payees pursuant to Section 2.1(b)(ii), exceed Forty Two Million ($42,000,000).
Company has provided Axcan with evidence of the Stockholder Approval and (d) thirteen million five hundred thousand Dollars ($13,500,000) by the later of (i) November 1, 2013 and (ii) two (2) Business Days after the Company has provided Axcan with evidence of the Stockholder Approval (collectively, the “Deferred Upfront Non-Contingent Payments” and collectively with the Upfront Non-Contingent Payments, the “Non-Contingent Payments”).
In no event shall Seller's cumulative and aggregate obligations under this Agreement exceed the lesser of (i) the sum of (x) the Initial Payment; and (y) the amount of Deferred Non-Contingent Payments actually received by Seller under Section 3.3 hereof and (ii) $14,000,000.