Payment Upon Certain Transactions Sample Clauses

Payment Upon Certain Transactions. Effective either concurrently with or promptly following the closing of (i) each sale of assets of GT constituting less than substantially all the assets of GT other than sales made in the ordinary course of business and sales of assets that are promptly replaced through lease or purchase with similar assets (a “Liquidating Transaction”), or (ii) a Sale or Merger, as such term is defined in paragraph 5, GT shall pay or cause to be paid to Maloof and Fxxxxxxxxxx an amount equal to three percent (3%) of the proceeds to the Company or, in the case of a merger, its stockholders (net of any direct and customary transaction expenses) from such transaction, provided that the aggregate of all payments, if any, to be made pursuant to this paragraph 6 shall not exceed either (i) nine and one-half million dollars ($9,500,000) or (ii) the positive difference, if any, between twelve million dollars ($12,000,000) and the sum of the cumulative amount of Royalties that have become due and payable to Maloof and Fxxxxxxxxxx as of the date of such closing and the cumulative amount of all payments that have become due and payable to Maloof and Fxxxxxxxxxx with respect to all prior Liquidating Sale Transactions, if any; it being agreed that GT shall have no further obligation to Maloof and Fxxxxxxxxxx with respect to either a Sale or Merger or any Liquidating Sale Transaction once such individuals have become entitled to receive an aggregate in Royalties and payments with respect to Liquidating Transactions, if any, and any Sale or Merger, of twelve million dollars ($12,000,000). Any obligation pursuant to this paragraph 6 shall be satisfied by delivery of the same form of consideration as received by GT or its stockholders, and should the consideration delivered in the Sale or Merger or Liquidating Transaction consist of multiple forms, then such obligation shall be satisfied by payment or delivery in the same proportions to which each separate form bears to the total. In the event that either of such individuals and GT disagree as to any payment obligation of GT under this Agreement with respect to a Sale Merger or Liquidating Transaction, the parties shall have the right to cause the dispute to be resolved in accordance with paragraph 7.
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Related to Payment Upon Certain Transactions

  • Certain Transactions The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.

  • Payments Upon Certain Terminations (i) If Executive’s employment is terminated by Employer Without Cause or Executive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following:

  • No Adjustment for Certain Transactions Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

  • Termination Upon Certain Events 16 16.2 Procedures.................................................................................16

  • Certain Transactions and Agreements To the Knowledge of the Company, none of the officers and directors of the Company, and no Shareholder of the Company, nor any immediate family member of an officer or director of the Company, has a direct ownership interest of more than 2% of the equity ownership of any firm or corporation that competes with, or does business with, or has any contractual arrangement with, the Company. None of said officers, directors, Shareholders or immediate family members, is a party to, or otherwise directly or, to the Knowledge of the Company, indirectly interested in any Company Material Contract.

  • Certain Transfers The sale of all or substantially all of Tenant's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding the foregoing, Landlord's consent shall not be required for the assignment of this Lease as a result of a merger by Tenant with or into another entity, so long as (i) the net worth of the successor entity after such merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such merger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger, (ii) Tenant shall provide to Landlord, prior to such merger, written notice of such merger and such assignment documentation and other information as Landlord may request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such assignment.

  • ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS 3.1 Flip-in Event

  • Adjustments Upon Certain Events In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.

  • Effect of Certain Transactions Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.

  • Notice of Certain Transactions In the event that:

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