Common use of Acquisition Payment Clause in Contracts

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. 8.5.1 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within the first twelve months of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Seven Hundred Fifty Thousand Dollars ($750,000). The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.1, shall only relieve NEWCO of the requirements under the First Position Commitment. All other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchanged. 8.5.2 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within months thirteen (13) to twenty four (24) of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Seven Hundred Fifty Thousand Dollars ($750,000). The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.2, shall only relieve NEWCO of the requirements under the First Position Commitment. All other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchanged. 8.5.3 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within months twenty-five (25) to thirty-six (36) of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Five Hundred Thousand Dollars ($500,000). The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.3, shall only relieve NEWCO of the requirements under the First Position Commitment. All other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchanged. 8.5.4 If the First Position Commitment is interrupted for any reason permitted hereunder (e.g., a Product supply interruption as set forth in Section 4.2 below or an event of Force Majeure as set forth in Section 12.11 below) before Vertical has complied therewith in full for the entire First Position Commitment Period, then that obligation as set forth in Section 3.2 above shall be reinstated as soon as possible after such interruption until Vertical has complied in full with such obligation for an aggregate of the thirty-six (36) months of the First Position Commitment Period and the twelve (12) months periods thereof as set forth in Sections 8.5.1, 8.5.2 and 8.5.3 above shall be determined not with respect to the initial start date of the First Position Commitment Period, but with respect to the reinstated dates as may be applicable with respect thereto.

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. 8.5.1 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within the first twelve months of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Seven Hundred Fifty Thousand Dollars ($750,000). The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.1, shall only relieve NEWCO of the requirements under the First Position Commitment. All THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchanged. 8.5.2 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within months thirteen (13) to twenty four (24) of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Seven Hundred Fifty Thousand Dollars ($750,000). The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.2, shall only relieve NEWCO of the requirements under the First Position Commitment. All other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchanged. 8.5.3 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within months twenty-five (25) to thirty-six (36) of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Five Hundred Thousand Dollars ($500,000). The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.3, shall only relieve NEWCO of the requirements under the First Position Commitment. All other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchanged. 8.5.4 If the First Position Commitment is interrupted for any reason permitted hereunder (e.g., a Product supply interruption as set forth in Section 4.2 below or an event of Force Majeure as set forth in Section 12.11 below) before Vertical has complied therewith in full for the entire First Position Commitment Period, then that obligation as set forth in Section 3.2 above shall be reinstated as soon as possible after such interruption until Vertical has complied in full with such obligation for an aggregate of the thirty-six (36) months of the First Position Commitment Period and the twelve (12) months periods thereof as set forth in Sections 8.5.1, 8.5.2 and 8.5.3 above shall be determined not with respect to the initial start date of the First Position Commitment Period, but with respect to the reinstated dates as may be applicable with respect thereto.

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. 8.5.1 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within the first twelve [***] months of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Seven Hundred Fifty Thousand Dollars ($750,000)[***]. The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.1, shall only relieve NEWCO of the requirements under the First Position Commitment. All other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchanged. 8.5.2 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within months thirteen (13) [***] to twenty four (24) [***] of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Seven Hundred Fifty Thousand Dollars ($750,000)[***]. The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.2, shall only relieve NEWCO of the requirements under the First Position Commitment. All other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchanged. 8.5.3 If NEWCO elects to exercise the option outlined in Section 8.5(b) above within months twenty-five (25) [***] to thirty-six (36) [***] of the First Position Commitment Period, NEWCO shall make a one-time payment to Argent in the amount of Five Hundred Thousand Dollars ($500,000)[***]. The exercise of the option in Section 8.5(b), and the payment of the consideration outlined in this Section 8.5.3, shall only relieve NEWCO of the requirements under the First Position Commitment. All other requirements set forth in this Agreement, including, without limitation, the Minimum Promotion Commitment, remain unchanged. 8.5.4 If the First Position Commitment is interrupted for any reason permitted hereunder (e.g., a Product supply interruption as set forth in Section 4.2 below or an event of Force Majeure as set forth in Section 12.11 below) before Vertical has complied therewith in full for the entire First Position Commitment Period, then that obligation as set forth in Section 3.2 above shall be reinstated as soon as possible after such interruption until Vertical has complied in full with such obligation for an aggregate of the thirty-six (36) months [***] of the First Position Commitment Period and the twelve (12) months [***] periods thereof as set forth in Sections 8.5.1, 8.5.2 and 8.5.3 above shall be determined not with respect to the initial start date of the First Position Commitment Period, but with respect to the reinstated dates as may be applicable with respect thereto.