First Anniversary Payment Sample Clauses

First Anniversary Payment. If the [**] is greater than [**], then the “First Anniversary Payment” shall be an amount equal to the lesser of (i) $15,100,000, or (ii) $15,100,000 multiplied by [**] of which amount (A) ten percent (10%) in shares of CBIZ Stock valued at a price per share equal to the CBIZ Stock Price shall be issued to Sellers (the “FAP Stock Portion”), and (B) the remaining amount, less (I) the amount of the MHM First Anniversary Payment (as defined in the MHM Purchase Agreement) and (II) the amount of the First Year Stay Bonus Pool (as defined in Section 5.3(f) hereof), shall be paid to the Sellers in cash (the “FAP Cash Portion”). If [**] is equal to or less than [**], then no First Anniversary Payment shall be owed to the Sellers. The First Anniversary Payment shall be paid as follows: (x) an amount equal to fifty percent (50%) of Buyer’s good faith estimate of the FAP Cash Portion shall be paid in cash via wire transfer of immediately available funds within thirty (30) days after the first anniversary of the Earnout Commencement Date to the Designated Seller Account; (y) an amount equal to the FAP Cash Portion less the amount paid to Sellers pursuant to clause (x) above shall be paid in cash via wire transfer of immediately available funds within ninety (90) days after the first anniversary of the Earnout Commencement Date to the Designated Seller Account; and (z) the FAP Stock Portion shall be issued to Sellers within ninety (90) days after the first anniversary of the Earnout Commencement Date. [**] denotes confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment
Sample 1
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First Anniversary Payment. Subject to Closing occurring, Buyer further agrees to issue Seller an additional 100,000 Common Shares on the date which is the first anniversary of the Closing for which Buyer will file a registration statement with the SEC within 28 days of such date.
Sample 1
First Anniversary Payment. On the first anniversary of the Closing Date, Purchaser will pay each Founder for each Company Share sold by each Founder pursuant to this Section 1.3(a) and listed under the heading “Company Shares Exchanged for Cash” in Schedule II hereto, an amount equal to up to (i) the sum of (a) $*** multiplied by the number of the Company’s Employees and Founders employed on the date hereof that are still employed, by the Company, Purchaser or a Subsidiary of Purchaser (a “Subsidiary” of Purchaser shall mean a subsidiary whose financial statements are required to be consolidated with the financial statements of Purchaser under generally accepted accounting principles), and the number of the Company’s Employees and Founders employed on the date hereof that are not employed, if the employment has been terminated by the Company or Purchaser other than on grounds that would qualify as grounds for termination for personal reasons (Sw: “personliga skäl”) or dismissal (Sw: “avsked”) under the Swedish Act on Employment Protection (Sw: “Lagen om anställningsskydd”), which grounds, for the avoidance of doubt, shall not include redundancy (Sw: “arbetsbrist”), on such first anniversary of the Closing Date and (b) an amount equal to ***% of the *** revenue recognized by the Company during the first 12-month period ending on the first anniversary of the Closing Date, provided that such revenue is derived from *** of at least *** of the Company’s *** that are working on projects for “*** customers” and *** projects, and in the event that less than *** of the Company’s *** are available for *** customers, the *** revenue will be deemed to include *** revenue received by the Company from *** customers plus *** revenue received from *** calculated at the rate of $*** per man day per *** for the number of *** working on *** projects that exceeds ***, divided by (ii) the aggregate number of Company Shares held by the Founders listed under the heading “Company Shares Exchanged for Cash” Schedule II hereto; and
Sample 1
First Anniversary Payment. Provided the Company Revenue is achieved during the First Earn Out Period, KIT shall cause to be issued and delivered promptly to the Company (or its designated successor), or as directed in writing by the Company (or its designated successor), in accordance with Section 2.11, subject to clauses (d) through (f) of this Section 2.6, a dollar value (payable in KIT Common Shares) equal to (X*Y)-Z, where “X” is equal to 1.0 (the “First Period Multiplier”), “Y” is equal to (i) the Company Revenue minus (ii) $2,247,000, and “Z” is equal to US$4,000,000 (the “Advance”), which dollar value for the First Earn Out Period will not exceed US$40,000,000 (the “First Anniversary Earn Out”). The number of KIT Common Shares payable in respect of the First Anniversary Earn Out shall be determined by dividing (x) the First Anniversary Earn Out by (y) the Weighted Average Price for the 20 trading days immediately preceding the First Anniversary Date. If the Company Revenue is not achieved during the First Earn Out Period, the First Period Multiplier shall be reduced to 0.2 and references to the “Company Revenue” in this clause (b)(i) shall instead be deemed to be references to “Earn Out Revenue.” To the extent the Company Revenue cannot support the deduction of the Advance, any portion of the Advance not deducted from the First Anniversary Earn Out (such reduced amount, the “Advance Balance”) shall be carried forward to the Second Earn Out Period (and Third Earn Out Period, if necessary) and shall be deducted from the Company Revenue in accordance with the formula set out in this clause 2.3(b)(i) until the Advance Balance, as adjusted, has been deducted in full.
Sample 1
First Anniversary Payment. Section 1 .2(b)(ii) of the Agreement is hereby amended to replace the phrase “subject to Section 1.12 below, $1,000,000 payable on the earlier of (A) the first anniversary of Closing or (B) consummation of a Public Offering (as defined below) by the Purchaser (the “First Anniversary Payment”)…” with the following: “subject to Section 1.12 below from the date hereof through and including September 24, 2008 but not thereafter, $1,000,000, payable on the earlier of (A) March 24, 2009 or (B) consummation of a Public Offering (as defined below) by the Purchaser (the “First Anniversary Payment”)…” Purchaser hereby confirms its obligation, under Section 1.2(a)(iii) of the Agreement, to release an aggregate of 500,000 shares of Purchaser Common Stock, referred to as the “Base Stock Consideration” to the Sellers on the first anniversary of the Closing (which is September 24, 2008).
Sample 1
First Anniversary Payment. On the first business day after the first anniversary of the Closing Date, PNA shall pay or cause to be paid to Sellers an aggregate amount equal to Five Million Three Hundred Thousand Dollars ($5,300,000), such amount to be paid at the direction of Diamond by wire transfer of immediately available funds to the account set forth on Schedule 2.2 attached hereto (subject to Diamond’s right to designate one or more different accounts by written notice to PNA prior to the first anniversary of the Closing Date).
Sample 1
First Anniversary Payment. No later than the ninety- ------------------------- fifth (95th) day following the first anniversary of the Closing Date, Suburban and Purchaser, jointly and severally, shall deliver the First Anniversary Payment, if due. The "FIRST ANNIVERSARY PAYMENT" shall be One Million Dollars ($1,000,000). Subject to SECTION 2.1.1(g), Suburban and Purchaser shall only deliver, and the Company shall only be entitled to receive, the First Anniversary Payment if and only if:
Sample 1
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Related to First Anniversary Payment

  • Anniversary Fee A fully earned, non refundable anniversary fee of Twenty Seven Thousand Five Hundred Dollars ($27,500), payable on the date that is three hundred sixty five (365) days after the Effective Date

  • CONTRACT ANNIVERSARY An anniversary of the Contract Date.

  • Date Increment Due Increments shall accrue and become due and payable on the next day following completion of required service as an employee in the class, unless otherwise provided herein.

  • Anniversary Date A regular employee’s initial date of current employment with the Employer as a regular employee shall be her anniversary date for the purpose of determining benefits and for the purpose of determining increment anniversary date. (Reference Article 6.05 - Superior Benefits and Article 12.03 - Increments).

  • Salary Payment In consideration of Executive’s timely execution and non-revocation of the Release by the Release Deadline Date, the Company shall pay Executive a severance payment equal to Executive’s Monthly Base Salary multiplied by the number of months in the Covered Termination Severance Period, less applicable withholdings. The severance payment shall be payable (except as set forth in Article 5) in a lump sum on the first regularly-scheduled payroll date occurring on or after the Release Deadline Date.

  • Lump Sum Payment Upon award of the contract for this improvement, the LA will pay to the STATE, in lump sum, an amount equal to 80% of the LA’s estimated obligation incurred under this Agreement, and will pay to the STATE the remainder of the LA’s obligation (including any nonparticipating costs) in a lump sum, upon completion of the project based upon final costs. Method B - Monthly Payments. Upon award of the contract for this improvement, the LA will pay to the STATE, a specified amount each month for an estimated period of months, or until 80% of the LA’s estimated obligation under the provisions of the Agreement has been paid, and will pay to the STATE the remainder of the LA’s obligation (including any nonparticipating costs) in a lump sum, upon completion of the project based upon final costs.

  • Payment Due Date Unless City notifies the Contractor that a dispute exists, Payment shall be made within [Enter number of days, generally ≥ 30] calendar days, measured from (1) the delivery of goods and/or the rendering of services or (2) the date of receipt of the invoice, whichever is later. Payment is deemed to be made on the date on which City has issued a check to Contractor or, if Contractor has agreed to electronic payment, the date on which City has posted electronic payment to Contractor.

  • Over-Allowance Amount On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenant.

  • Treatment of Installment Payments Each payment of termination benefits under this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A‑2(b)(2), for purposes of Section 409A of the Code.

  • Maximum Payment The maximum period or aggregate of periods of accident make-up pay to be made by an Employer will be a total of 39 weeks for any one injury.

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