SUPPLEMENTAL CASH PAYMENT definition

SUPPLEMENTAL CASH PAYMENT means an amount equal to (i) the sales and other transfer taxes attributable to, arising out of or resulting from the sale of the Assets, PLUS (ii) all payroll taxes payable by the Seller Parties with respect to wages accrued in the ordinary course of business during the last payroll period of the Seller Parties which commenced prior to the Closing Date (which period shall not exceed 15 days) with respect to all employees of the Seller Parties, PLUS (iii) the amount of accrued vacation, sick pay and Belgium Employment Termination Benefits payable by the Seller Parties as of the Closing Date to all current employees of the Seller Parties who are not Transferred Employees, other than accrued vacation and sick pay not reflected on the Current Balance Sheet or arising other than in the ordinary course of business and consistent with prudent business practice since the date of the Current Balance Sheet, LESS (iv) the Prepaid Expense Amount. The Supplemental Cash Payment shall be determined in accordance with Section 5(d) of this Agreement.
Sample 1
SUPPLEMENTAL CASH PAYMENT means a cash payment equal to (i) twenty seven million five hundred thousand US dollars (US$27,500,000) minus (ii) the value of nine million (9,000,000) shares of Geron Common Stock multiplied by the Average Closing Price. For purposes of clarity, in the event that the result of the foregoing formula is negative or zero, the Supplemental Cash Payment shall be zero dollars.
Sample 1

Examples of SUPPLEMENTAL CASH PAYMENT in a sentence

  • On the day immediately prior to the Closing Date, Khantzis shall cause the chief financial officer of Seller to certify in writing to the Company a reasonable and good faith estimate of the Supplemental Cash Payment (the "ESTIMATED SUPPLEMENTAL CASH PAYMENT"), setting forth in reasonable detail the calculation thereof which shall include, at a minimum, the amount of each component comprising the Estimated Supplemental Cash Payment.

Related to SUPPLEMENTAL CASH PAYMENT

  • 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:

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

  • 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.

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • 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.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

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

  • Series A Distribution Payment Date has the meaning assigned to such term in Section 5.11(b)(i)(A).

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

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

  • Performing Cash Pay High Yield Securities means High Yield Securities (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semiannual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Group II Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Group II Senior Percentage of the Principal Payment Amount for Loan Group II, (ii) the applicable Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group II, and (iii) the Group II Senior Liquidation Amount.

  • Group III Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Group III Senior Percentage of the Principal Payment Amount for Loan Group III, (ii) the applicable Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group III, and (iii) the Group III Senior Liquidation Amount.

  • Group I Senior Principal Distribution Amount For any Distribution Date, an amount equal to the sum of (a) the Group I Senior Percentage of the Principal Payment Amount for Loan Group I, (b) the Group I Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group I and (c) the Group I Senior Liquidation Amount.

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

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

  • Supplemental Payment means any payments or transfers of things of value made to the District or to any person or persons in any form if such payment or transfer of thing of value being provided is in recognition of, anticipation of, or consideration for the Agreement and that is not authorized pursuant to Sections 313.027(f)(1) or (2) of the TEXAS TAX CODE, and specifically includes any payments required pursuant to Article VI of this Agreement.

  • Group 1 Senior Principal Distribution Amount For any Distribution Date, an amount equal to the sum of (a) the Group 1 Senior Percentage of the Principal Payment Amount for Loan Group 1, (b) the Group 1 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1 and (c) the Group 1 Senior Liquidation Amount.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”