Buyout Payment definition

Buyout Payment shall have the meaning as provided in Section 7.

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Buyout Payment means the amount set forth in Article 2.

Buyout Payment means an accelerated pension benefit payment issued under Section 16-190.5 or 16-190.6 of the Code.

Examples of Buyout Payment in a sentence

• The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, the Warrant Buyout Payment in accordance with the foregoing provisions.

• If the amount of the Buyout Payment estimated by one valuator is equal to or less than one hundred twenty percent (120%) of the amount of the Buyout Payment estimated by the other valuator, then the Buyout Payment shall be equal to the average of the amount proposed by the valuators.

• If Marathon makes a Buy-out Payment with respect to a Tax Item generated by, or allocated to, the United States Steel Stock Group, such Tax Item thereafter shall be treated as a Tax Item allocated to the Marathon Stock Group for all purposes of this Agreement in all relevant taxable periods.

• If Servier elects to proceed with the buy-out at the agreed Buyout Payment, then it will provide written notice thereof to Cellectis (or its successor) and this Agreement will terminate [***] after delivery of such written notice, Servier will pay the applicable Buyout Payment to Cellectis (or its successor) within such [***].

• If Servier elects to proceed with the buy-out at the agreed Buyout Payment, then it will provide written notice thereof to Cellectis (or its successor) and, this Agreement will terminate [***] after delivery of such written notice, Servier will pay the applicable Buyout Payment to Cellectis (or its successor) within such [***].

More Definitions of Buyout Payment

Buyout Payment means (***%***) of the net present value of the royalty payments otherwise likely to be due under this Agreement from the Buyout Payment Date through the later of the end of data regulatory exclusivity and the date upon which the last of the patents relating to Licensed Product expires. The determination of such royalty payments shall be made by a nationally recognized independent valuation firm mutually agreeable to Investor Representative and Aevi, and shall be based upon the net present value of such amounts utilizing a reasonable discount rate determined by such firm.

Buyout Payment means a one-time cash payment made by Stealth in lieu of all future, unpaid Success Payments (other than any then past-due Success Payments, which shall remain immediately due and payable) payable pursuant to Section 4.1, in an amount equal to the applicable Buyout Amount, in each case pursuant to the buyout election contained in either Section 2.11 or Section 4.8.

Buyout Payment. The Buyout Payment for each Site shall be the fair market value, as determined by agreement between the parties or, if no agreement can be reached by use of an independent appraiser as described below: Within 30 days of the Buyer’s delivery of notice provided under 2.3 (a) above, Xxxxx and Seller shall confer and agree on an independent appraiser with experience and expertise in the renewable energy sector. If Xxxxxx and Buyer do not agree upon the appointment of an independent appraiser within such thirty (30) days, then at the end of such period, Seller and Buyer shall notify each other in writing of their respective designation of three proposed independent appraisers. Seller and Buyer shall each within five (5) Business Days of receipt of such notice strike two of the proposed independent appraisers designated by the other party and shall provide notice of the same to the other party. The remaining two proposed independent appraisers shall, within two (2) Business Days of the last-received notice, select one of themselves to perform the valuation and provide notice thereof to Seller and Buyer. Seller and Buyer shall each be responsible for payment of one-half of the costs and expenses of the independent appraiser. The Parties shall promptly execute all documents necessary to cause title of the Generating Facility to pass to Buyer, free and clear of any liens. Seller shall assign all vendor warranties for the Generating Facility to Buyer, and Buyer shall pay the Buyout Payment at mutually-agreed upon terms. Upon commencement of Buyout Payment, there shall be no further Output payments. Seller shall provide Buyer with an operation and maintenance manual for any item purchased by Buyer. Transfer of the Generating Facility: Within sixty (60) days of receipt of the Buyout Payment, Seller shall transfer to Buyer ownership of the Generating Facilities subject to the Buyout and shall cooperate with the Buyer to give prompt effect to such transfer. All Output of the Generating Facilities shall become the property of the Buyer upon the date of receipt by Seller of the initial Buyout Payment, and the Buyer shall not be liable for any further payments for the Output as of that date. All other personal property of the Seller shall be removed from the Site in accordance with the requirements of the Lease, and the Lease Agreement shall be automatically terminated upon the Generating Facilities transfer date.

Buyout Payment means (a) the lesser of (1) the aggregate amount of payments due to Licensor under Section 5.3 for achievement of all listed milestone events therein less the amount of payments paid to Licensor under Section 5.3 for the achievement of one or more of such milestone events prior to the Buyout Closing Date; and (2) the Royalty NPV Amount, less (b) the amount of payments paid or payable by Licensee to Avenue Capital as required to extinguish the lien as described under Section 9.2(b).

Buyout Payment has the meaning set forth in Exhibit G.

Buyout Payment has the meaning assigned to it in Section 3.5.

Buyout Payment has the meaning set forth in Section 16(b) hereof. “Change in Control of the Manager” shall be deemed to have occurred: (a) if any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than CIT Group Inc. (“CIT Group”) or an Affiliate of CIT Group, in a single transaction or in a related series of transactions, becomes the beneficial owner, directly or indirectly, of securities of the Manager representing more than 50% of the aggregate voting power of all classes of the Manager’s then outstanding voting securities (provided, however, no change in the ownership of CIT Group shall be deemed to be a “Change of Control” for purposes of this Agreement) or (b) upon approval by all requisite parties of (i) a plan of merger, consolidation, share exchange, business combination or similar transaction between the Manager and an entity (other than an Affiliate of the Manager that executes this Agreement and agrees to bound by the provisions hereof), or (ii) the execution of a binding proposal or agreement with respect to the sale, lease, transfer, exchange or other disposal of all, or substantially all, of the Manager’s assets to an entity (other than an Affiliate of the Manager in accordance with Section 11(a)).