Acquisition Payment Sample Clauses

Acquisition Payment. In the event that Vertical is acquired or merged into anew, non-Affiliated company (for the purposes hereof, such company is hereby arbitrarily named “NEWCO”) within the First Position Commitment Period, NEWCO (and/or Vertical if Vertical remains as a operating entity) shall be responsible for carrying out all of the responsibilities of Vertical as set forth herein, however, NEWCO shall have the option to either (a) adhere to the First Position Commitment requirements as specified herein or (b) opt out of the First Position Commitment by making a one-time payment to Argent according to the schedule outlined in Sections 8.5.1, 8.5.2 or 8.5.3 below, all subject to Section 8.5.4 below.
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Acquisition Payment. Upon Completion (as defined below) of the TBITEC-Procured Equipment as shown on Exhibit A, City shall pay TBITEC the Reimbursement Value in (a) one (1) lump sum payment (“Single Payment”) or (b) a separate payment for each component (“Component”) of the TBITEC-Procured Equipment (each separate payment, a “Component Payment”). The Single Payment or the aggregate of the Component Payments shall be referred to herein as the “Acquisition Payment”. The Acquisition Payment shall not exceed Seventy-Five Million Dollars ($75,000,000).
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Acquisition Payment. Following Completion (as defined below) of each Component (as defined below) of the TBITEC-Procured Equipment, City shall pay TBITEC the Reimbursement Value of each component (“Component”) of the TBITEC-Procured Equipment on Exhibit A in separate payments (each separate payment, a “Component Payment”). The aggregate of the Component Payments shall be referred to herein as the “Acquisition Payment”. The Acquisition Payment shall not exceed Two Million Two Hundred Twenty-One Thousand Six Hundred Sixty-Seven Dollars ($2,221,667).
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Acquisition Payment. The Acquisition Fee shall be paid at the time the transaction closes directly out of escrow.
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Acquisition Payment. In the event of an Acquisition if the Aggregate Vested Percentage is less than one hundred percent (100%) as of the consummation of such Acquisition then, at the Company's election, the Company (or its successor or any successor to substantially all of the Company's assets) may (but shall not be required to), in lieu of any applicable obligations hereunder (x) pay the Holder the amount that would have been payable (at the implied value based on the Acquisition) with respect to the Warrant Shares that had not been issued in connection with such Acquisition within 60 days following the end of each Vesting Period with respect to the Post-Acquisition Vested Warrant Shares for such Vesting Period (provided that the Holder continues to fulfill its obligations under the SOW) from time to time following the Acquisition or (y) make a cash payment to the Holder calculated by multiplying (1) the excess of the proceeds payable with respect to each Warrant Share in connection with the consummation of such Acquisition over the Warrant Price by (2) the product of (i) 513,382.5, multiplied by (ii) the excess of one hundred percent (100%) over the Aggregate Vested Percentage as of the consummation of (and after giving effect to) such Acquisition.
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Acquisition Payment. Upon consummation, prior to the eighth anniversary of the Closing Date, of:
Sample 1
Acquisition Payment. The amount financed of each Contract will be discounted at a percentage rate to be agreed upon at the time of TFC's purchase of each Contract, by Dealer and TFC, which discount will be subtracted and withheld from the sums paid Dealer by TFC for the Contract. An additional discount in the amount of One Hundred Fifty Dollars ($150.00) will be subtracted and withheld from the sums paid Dealer by TFC for the Contract. Contracts purchased by, and assigned to, TFC shall be with recourse or without recourse to the Dealer, as defined in Section 6.1(d), below, as Dealer and TFC may agree with respect to specific Contracts at the time TFC purchases the same. Agreements between Dealer and TFC as to acceptable interest rates, discounts, processing charges, and recourse with respect to Contracts previously purchased shall not Revised February, 1998 5 thereafter be modified or changed except pursuant to the written consent of both Dealer and TFC; however, agreements with respect to previously purchased Contracts shall not be binding on either party with respect to Contracts thereafter offered and purchased by TFC unless the parties so agree, at the time of purchase, with respect to the Contracts then being purchased.
Sample 1
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Acquisition Payment. Upon the consummation of any event by which substantially all of the stock and/or assets of Capital Corp of the West are acquired by a person, a group of persons, a financial institution or other entity, and as a result of which your duties, responsibilities and compensation are substantially changed, you shall receive an Acquisition payment in the amount equal to six (6) month's regular salary at your then current rate of compensation. By your signature below you understand and agree that under no circumstances would you be entitled to receive both the Acquisition Payment and the Severance Payment. If you agree to accept employment under these terms and conditions, please sign below where indicated. On behalf of Capital Corp of the West, I look forward to having you join our team. Sincerely, /s/ Xxxxxxxx Xxxxxx ------------------- Xxxxxxxx Xxxxxx Assistant Vice President Personnel Officer Capital Corp of the West, to include subsidiaries, is an at-will employer and employs the policy of allowing its employees to terminate their employment relationship at any time, for any reason, with or without notice. The company also reserves the right to terminate the relationship at any time, for any reason, with or without notice. Any deviation from this policy must be made in writing by the President of Board of Directors.
Sample 1

Related to Acquisition Payment

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Acquisition Fee Subject to Section 12(b), the Company shall pay an Acquisition Fee to the Advisor or its assigns as compensation for services rendered in connection with the investigation, selection and acquisition (by purchase, investment or exchange) of each Investment. If the Advisor is terminated without Cause pursuant to Section 18(b)(1), the Advisor or its assigns shall be entitled to an Acquisition Fee for any Investments acquired after the Termination Date for which a contract to acquire the applicable Investment had been entered into at or prior to the Termination Date. The total Acquisition Fee payable to the Advisor or its assigns shall be equal to 1.5% of (1) the Contract Purchase Price of each Investment and (2) the amount advanced for a Loan or other investment. The purchase price allocable for an Investment held through a Joint Venture shall equal the product of (i) the Contract Purchase Price of the Investment, multiplied by (ii) the direct or indirect ownership percentage in the Joint Venture held directly or indirectly by the Company or the Operating Partnership. For purposes of this Section 11(a), “ownership percentage” shall be the percentage of capital stock, membership interests, partnership interests or other equity interests owned directly or indirectly by the Company or the Operating Partnership, without regard to classification of such equity interests. The Company shall pay any Acquisition Fee due hereunder promptly upon the closing of the Investment. In addition, if during the period ending two years after the close of the initial Primary Offering, the Company sells an Investment and then reinvests the net proceeds in a new Investment(s), the Company shall pay to the Advisor or its assigns 1.0% of the Contract Purchase Price of the new Investment(s).

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Down Payment The Mortgagor has contributed at least 5% of the purchase price for the Mortgaged Property with his/her own funds.

  • Earn-Out Payment On or before each of September 15, 2003 and September 15, 2004, Buyer shall calculate the Revenue (as defined below) for the prior twelve (12) month period ending July 31 (each an "Earn Out Period") attributable to the Business, and deliver a notice of the calculation (together with the details of such calculation, including a line item for each element thereof) to Seller. As used in this Agreement, the "Business" means the products sold (together with services provided in connection therewith) by Company at the time of Closing (without regard to product name changes or the like) and listed on Schedule 1.2(b) (solely for purposes of this Section 1.2, the "Products"), and each subsequent version of any such software product introduced during the Earn Out Periods. The Revenue shall be calculated in accordance with generally accepted accounting principles, applied on a consistent basis and consistent with past Company practices (including practices relating to foreign currency conversion), subject to the adjustments set forth in paragraph (c) below. In the event the Revenue for the one-year period ending on July 31, 2003 is greater than $7,295,851 (the "First Threshold"), One Million Dollars ($1,000,000) (the "First Earn Out Payment") of the Purchase Price will be paid in cash to the Seller on September 15, 2003. In the event the Revenue for the one-year period ending July 31, 2004 is greater than $7,295,851 (the "Second Threshold"), an additional one million dollars ($1,000,000) (the "Second Earn Out Payment") of the Purchase Price will be paid in cash to the Seller on September 15, 2004. Neither the First Earn Out Payment nor the Second Earn Out Payment may be increased, decreased, or prorated. If either the First Earn Out Payment or the Second Earn Out Period is not earned with respect to the year to which it relates, it expires and cannot be paid in a later year regardless of Revenue in that later year. Except for the obligations of Buyer and Company set forth in Section 1.2(e), nothing herein shall in any way limit or restrict Buyer's or Company's business practices or decisions following the Closing, provided that those practices and decisions are not solely for avoiding payment of the Earn Out.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Retention Payment 6.4.1 There are two situations in which an employee may be eligible to receive a retention payment. These are total facility closures and relocation of work units.

  • Payment Amount Payment for the Services shall be as follows: (choose one) ☐ - $______________________ for the Services (“Payment”). ☐ - At an hourly rate of $____ per hour (“Payment”). ☐ - Other. ______________________________________________ (“Payment”) If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Client or another person for whom a claim may be submitted, including but not limited to, claims for failure to pay, an extension of time, impacts, delay damages, or extra work, the Contractor shall present the Subcontractor's claim to the Client or other responsible party provided the Subcontractor presents to Contractor competent supporting evidence and in sufficient time for the Contractor to do so. The Subcontractor shall cooperate fully with the Contractor in any and all steps the Contractor takes in connection with prosecuting such a claim and shall hold harmless and reimburse the Contractor for all expenses, including legal expenses, incurred by the Contractor which arise out of the Contractor's submission of the Subcontractor's claims to the Client or other responsible party(ies). The Subcontractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.

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