Upside Payment definition

Upside Payment means a fixed amount specified in the applicable pricing supplement. The applicable pricing supplement will specify whether the return on the securities will be fixed and limited to the upside payment or will equal the greater of the upside payment and the underlying asset-based return if the final value of the underlying asset is greater than its initial value.
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Upside Payment means, $6,473,468 or such lesser amount as shall be payable to the Company Holders as determined pursuant to this Agreement.
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Upside Payment means the payment provided for in Article X.
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Examples of Upside Payment in a sentence

  • Such report shall not reflect any difference from the amount of the Earnout Payment or the Upside Payment other than differences required to reflect the resolution of such disputed items and amounts by the Earn-Out Accountants.

  • Claims for errors shall be made promptly upon discovery, but in any event, within twelve (12) months of the date of the Price Upside Payment.

  • Any Company Holder so electing to have the number of shares of Parent Company Stock reduced, shall for purposes of determining such Company Holder’s share in any Earnout Payment, Upside Payment, or pro rata share of any indemnification obligation hereunder, be treated as owning the shares so reduced and, accordingly, no adjustment to the Allocation Schedule shall be made by reason of such election.

  • The Earn-Out Accountants shall prepare a written report setting forth the resolution of such disputed items and amounts and calculating the Earnout Payment and the Upside Payment, if any, which report shall be delivered to each of the Representative and the Parent promptly, but in no event later than 30 days after such disputed items and amounts are submitted to the Earn-Out Accountants.

  • The calculation of the Earnout Payment and in the case of the Second Earnout Period, the Upside Payment as set forth in the Earn-Out Accountants’ written report shall be final, conclusive and binding upon the Representative, the Company Holders and the Parent.

  • If prior to the conclusion of such 30-day period the Parent notifies the Representative in writing that it will not provide any Earn-Out Dispute Notice or if no Earn-Out Dispute Notice is delivered within such 30-day period, the Earnout Payment and the Upside Payment, if any, as set forth on the Earnout and Upside Statement, shall become final, conclusive and binding on the parties hereto for all purposes of this Agreement.

  • Any payment of the Earnout Payment or the Upside Payment required to be made pursuant to Section 2.3 or 2.4 shall be paid by the Parent within five (5) Business Days after the final determination of such payments and allocated among the Company Holders in accordance with the Allocation Schedule.

  • Within 30 (thirty) Business Days following its receipt of a written request from the Payee, the Payor agrees to provide the Payee with a copy of its latest audited financial statements and an update on any material issues which would impact the development of the mineral resources in the Metal Price Upside Payment Area.

  • There shall be no carry-forward of the amount by which the 2003 EBITDA Amount exceeds such highest amount listed in row entitled "EBITDA" on Schedule 12.2(b) for purposes of calculating the 2004 Upside Payment.

  • In the event that Participating Creditor Claims are not paid in full on or before the second anniversary of the Closing Date, the Participating Creditors shall be entitled to receive the Upside Payment Amount.

Related to Upside Payment

  • PRE-PAYMENT The Tenant shall: (check one)

  • PAGA Payment means the penalties pursuant to PAGA that the Parties have agreed is a

  • Incentive Payment means the payments made pursuant to Section VII.E.

  • Advance Payment shall have the meaning set forth in Clause 19.2; “Affected Party” shall have the meaning set forth in Clause 21.1;

  • Delta Payment means as it is described in this Agreement.