All-Cash Scenario Sample Clauses

All-Cash Scenario. (i) If, on or prior to the Closing Date, the Purchaser and Xxxxxxx shall not have executed the Holdco Operating Agreement on terms acceptable to both the Purchaser and Xxxxxxx, at Closing the Purchaser shall pay or cause to be paid by wire transfer to the Escrow Agent for distribution to the Shareholders as provided in Section 2.3(a)(ii), a cash payment equal to $275,000,000 less the sum of the following amounts: (1) the Closing Date Mortgage Loan Balance; (2) the SERP Adjustment; (3) the Tax Escrow Amount; (4) the General Indemnity Escrow Amount less that amount transferred from and funded by the Downpayment as specified in Section 2.3(c)(i)(2) below); (5) the aggregate amount paid to Xxxxxx X. Xxxxxx in connection with the purchase of the Shares owned by Xxxxxx X. Xxxxxx pursuant to Section 7.17; and (6) if a Final Tax Settlement has occurred prior to the Closing Date, an amount equal to the aggregate amount paid by the Acquired Entities pursuant to the Final Tax Settlement. The cash payment amount described above in this Section 2.3(a)(i) is referred to herein as the “All-Cash Scenario Payment”). (ii) The All-Cash Scenario Payment shall be allocated among and paid to the Shareholders by the Escrow Agent in a manner such that each Shareholder shall receive a cash amount equal to the product of: (1) the All-Cash Scenario Cash Payment, and (2) the percentage set forth opposite such Shareholder’s name on Exhibit A.
Sample 1
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Related to All-Cash Scenario

  • Vacation Cash Out In each calendar year, an employee may make a one-time request to cash out and receive payment for up to forty (40) hours of vacation. In order to be eligible to cash out vacation hours, the employee must be a regular status employee and have a remaining vacation balance of sixty (60) hours or more. Vacation leave that has been pre-approved will be considered when the request is made in order to determine if they will maintain the minimum vacation balance requirement.

  • XXXXX CASH 25 CONTRACTOR is authorized to establish a xxxxx cash fund in an amount not 26 to exceed one thousand dollars ($1,000).

  • Compensatory Time Cash Out All compensatory time must be used by June 30th of each year. If compensatory time balances are not scheduled to be used by the employee by April of each year, the supervisor will contact the employee to review their schedule. The employee’s compensatory time balance will be cashed out every June 30th or when the employee: 1. Leaves state service for any reason; 2. Transfers to a position in their institution with different funding sources; or 3. Transfers to another state agency or institution.

  • Sick Leave Separation Cash Out At the time of retirement from state service or at death, an eligible employee or the employee’s estate will receive cash for their compensable sick leave balance on a one (1) hour for four (4) hours basis. For the purposes of this Section, retirement will not include “vested out of service” employees who leave funds on deposit with the retirement system.

  • Sick Leave Annual Cash Out ‌ Each January, employees are eligible to receive cash on a one (1) hour for four (4) hours basis for ninety-six (96) hours or less of their accrued sick leave, if: A. Their sick leave balance at the end of the previous calendar year exceeds four hundred and eighty (480) hours; B. The converted sick leave hours do not reduce their previous calendar year sick leave balance below four hundred and eighty (480) hours; and C. They notify their payroll office by January 31st that they would like to convert their sick leave hours earned during the previous calendar year, minus any sick leave hours used during the previous year, to cash. All converted hours will be deducted from the employee’s sick leave balance.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Sick Leave Cash Out Eligible employees may elect to receive monetary compensation for accrued sick leave as follows: In January of each year an employee whose sick leave balance at the end of the previous year exceeds four hundred eighty (480) hours may elect to convert the sick leave hours earned in the previous calendar year, minus those hours used during the year, to monetary compensation. No sick leave hours may be converted which would reduce the calendar year end balance below four hundred eighty (480) hours. Monetary compensation shall be paid at the rate of twenty-five percent and shall be based on the employee’s current salary. All converted hours will be deducted from the sick leave balance. Employees who separate from University service due to retirement or death shall be compensated for the unused sick leave accumulation from the date of most recent hire in a leave eligible position with the State of Washington at the rate of 25%. Compensation shall be based upon the employee’s wage at the time of separation. For the purpose of this section, retirement shall not include vested out of service employees who leave funds on deposit with the retirement system. Former eligible employees who are re-employed within three (3) years of their separation from service shall be granted all unused sick leave credits, if any, to which they are entitled at time of separation.

  • Cash Out In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the Participant, cancel the Option and pay to the Participant the value of the Option based upon the price per Share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a Share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.

  • 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.

  • Cash and Cash Equivalents As of any date of determination, the sum of (a) the aggregate amount of unrestricted cash then actually held by the Borrower or any of its Subsidiaries, (b) the aggregate amount of unrestricted cash equivalents (valued at fair market value) then held by the Borrower or any of its Subsidiaries and (c) the aggregate amount of cash then actually held by the Borrower or any of its Subsidiaries in the form of tenant security deposits, but only to the extent such tenant security deposits are included as a liability on the Borrower’s Consolidated balance sheet, escrows and reserves. As used in this definition, (i) “unrestricted” means the specified asset is not subject to any Liens in favor of any Person, and (ii) “cash equivalents” means that such asset has a liquid, par value in cash and is convertible to cash on demand. Notwithstanding anything contained herein to the contrary, the term Cash and Cash Equivalents shall not include the Loan. CERCLA. See §7.18.

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