Accelerated Payments. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will (i) entitle any current or former employee or other service provider of Seller to any payment; (ii) increase the amount of compensation or benefits due to any such employee or other service provider or any such group of employees, consultants, directors or other service providers; (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit; or (iv) result in any “parachute payment” under Section 280G of the Code (or any corresponding provision of state, local, or foreign tax Law).
Accelerated Payments. Upon the occurrence of an Event of Default and the acceleration of the Discretionary Note, pursuant to and as permitted by Section 10.2, the Discretionary Note and all other Obligations, shall be immediately due and payable as provided in Section 10.2 and in the Discretionary Note.
Accelerated Payments. In the event that any of the following events (each, a “Trigger Event”) occurs, then within five business days after the occurrence of such Trigger Event, Buyer shall pay the amounts of cash and issue the number of shares of DSH Common Stock (or cause to be issued or paid) to Stockholders in accordance with the maximum amount of Earn-Out Payments that could otherwise be earned by Stockholders pursuant to this Section 1.5(b), regardless of whether the Minimum Pre-Tax Profits have been or will be achieved for such Fiscal Measuring Year:
(1) Buyer violates any of the terms of Section 1.5(b) in any material respect, and Buyer does not cure such violation within sixty (60) calendar days of receipt of notice of such violation;
(2) Except in connection with a Sale of Control of the Parent and its consolidated Subsidiaries (including the Corporations), the Parent shall effect a Sale of Control of either or both of the Buyer or the Merger Subsidiary;
(3) Either Buyer or the Merger Subsidiary dissolve or terminate their existence as a going business concern;
(4) Buyer becomes insolvent, suffer the entry of a judgment, decree, or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any bankruptcy or insolvency laws that is not promptly stayed or reversed, commence any voluntary preceding under any bankruptcy or insolvency laws, undertake any type of general creditor work out, or make a general assignment for the benefit of creditors; or
(5) Parent or the Corporations takes any corporate or other action to authorize or cause any of the foregoing.
Accelerated Payments. In the event that a Launch Service is accelerated by Customer in accordance with the terms of Article 6 the remaining Milestone Payment due dates shall be accelerated on a Day-for-Day basis for such Launch Service. If, as a result of such acceleration and the early completion of an applicable Launch Service Milestone by Contractor, a Milestone Payment that should already have been made due in accordance with Section 4.1, such Milestone Payment shall be immediately invoiced by Contractor and paid by Customer within [***…***] Days of receipt of the corresponding invoice by Customer. Notwithstanding the foregoing, no accelerated payment shall be provided for a Milestone that is completed earlier than the corresponding Milestone Payment due date specified in Exhibit C unless the due date has been accelerated (as described above) or Customer has provided a written notification to Contractor indicating approval of an earlier completion date for such Milestone.
Accelerated Payments. Except as set forth on Section 4.14(f) of the Sellers Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise), will (i) entitle any current or former employee, consultant, director or other service provider of the Company Group to any payment, (ii) increase the amount of compensation or benefits due to any such employee, consultant, director or other service provider, or (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit.
Accelerated Payments. If at any time and from time to time during the term of this Agreement, a Buyer Downgrade Event occurs, or notwithstanding the provisions of Article 5 (Billing and Settlement), Seller shall have the right to require Buyer to divide the Monthly Settlement Amount into weekly amounts and pay such amounts on a weekly basis for so long as the Buyer Downgrade Event continues. A “weekly basis” as referred to in the preceding sentence means a given Monday through Sunday period in a Delivery Period. Seller shall notify Buyer who shall be required to make payment for such period no later than the first Wednesday following such period (or if such day is not a Business Day, on the next Business Day). Buyer’s failure to make such accelerated payments shall be deemed an Event of Default under Section 10.1 (Events of Default) of the Agreement.
Accelerated Payments. Upon the occurrence of an Event of Default and acceleration of the Loan, pursuant to and as permitted by Section 6.02, the Loan and all other obligations of the Borrower evidenced by the Loan Documents, shall be immediately due and payable as provided in Section 6.02.
Accelerated Payments. (a) If prior to May 24, 2000, the Consultant ceases to be the Chairman of the Board of Directors of the Company (other than as a result of the Consultant resigning or being removed for good cause, and for any reason after a "change in control" (as such term is defined in the KESIP) of the Company), then the unpaid balance of the Annual Fee immediately will accelerate and become due and payable in one lump cash sum to the Consultant. For purposes of this Agreement, "good cause" shall mean that (i) the Consultant is convicted of or engages in conduct which constitutes a felony, or a misdemeanor involving moral turpitude; or (ii) the Consultant is found by the Company's Board of Directors after reasonable investigation to have failed or refused to in any material respect to perform his duties and responsibilities, (after notice and opportunity to cure if such material failure or refusal can be cured) provided that a failure shall not mean actions taken in good -------- faith in the Consultant's exercise of his business judgment and within the Consultant's authority as Chairman of the Company's Board of Directors; or (iii) the Consultant is found by the Company's Board of Directors after reasonable investigation to have willfully engaged in conduct which is demonstrably and materially injurious to the Company and such conduct was not taken in good faith in the Consultant's exercise of his business judgment and within the Consultant's authority as Chairman or was not otherwise authorized in the Company's business plan or directly or indirectly by the Company's Board of Directors or Chief Executive Officer, or (iv) the Consultant is found by the Company's Board of Directors after reasonable investigation to have breached his legal duty of loyalty to, or committed any act of fraud, theft or dishonesty against or involving, the Company or any of its affiliated companies; or (v) the Consultant is found by the Company's Board of Directors after reasonable investigation to have breached any material provision of this Agreement. For purposes of this Agreement, "resigning" shall mean that (i) the Consultant informs one of the Company's directors or officers in writing that the Consultant will cease to serve as any of the Chairman of the Board of Directors of the Company, a member of the Board of Directors of the Company, or a consultant to the Company or (ii) the Consultant works for or provides services to a United States, Canadian or Mexican based or incorporated car...
Accelerated Payments. (a) If the net assets of the Trust (as reported in its financial statements prepared in accordance with generally accepted accounting principles) fall below fifteen million dollars ($15,000,000) (a "Net Asset Value Event"), the Trust shall pay the Recipient or his eligible spouse, as the case may be, an amount equal to the sum of the Present Value Amount and the Tax Coverage Amount. Accelerated payments under this Section 1.4 shall be made within sixty (60) days after the occurrence of a Net Asset Value Event. For purposes of this agreement: present value shall be determined based on a discount rate of seven percent (7%) per annum over the Life Expectancy Period; "Life Expectancy Period" shall mean the greater of the life expectancy of such Recipient or his eligible spouse, as of the date upon which the Net Asset Value Event occurs, determined according to the 1983 Group Annuity Mortality Table (as published in IRS Revenue Ruling 95-6); "Present Value Amount" shall mean an amount equal to the present value of the total amount the Recipient or his eligible spouse, as applicable, would have received under the provisions of Sections 1.2 or 1.3 if the Net Asset Value Event had not occurred; "Tax Factor" shall mean one less forty-five percent (45%); and "Tax Coverage
Accelerated Payments. (a) Subject to the terms and conditions set forth in this Section 1.7, following the Closing, the Sellers may be entitled to receive, and if so entitled to receive, the Buyer shall pay or cause to be paid to the Sellers, in accordance with their respective Pro Rata Share, an advance of a portion of the Earn-Out Payment, if any, based on the GP as set forth below. The aggregate amount (if any) of the Earn-out Payment payable prior to the timeframe set forth in Section 1.6(e) (the “Accelerated Payments” and shall be comprised of the Year 1 Accelerated Payment and the Year 2 Accelerated Payment), shall not exceed $1,125,000 in the aggregate, and shall be calculated as follows:
(i) Year 1 Accelerated Payment: An amount not to exceed $750,000 calculated as the product of (i) the positive difference of the cumulative GP from the beginning of the Measurement Period through the first anniversary of the beginning of the Measurement Period and $3,810,630 (ii) 1 divided by 666,667 (iii) 750,000 (the “Year 1 Accelerated Payment”); and
