Calculation of Contingent Payments Sample Clauses

Calculation of Contingent Payments. (a) In the event that a distribution is made of any of the assets (including cash) of the Company to holders of any class of capital stock by reason of their ownership thereof, including any distribution made solely to the holders of the Company’s preferred stock (but excluding the payment of accrued and accumulated dividends on the preferred stock) and including any distribution made in connection with a Change of Control (each, a “Distribution”), then in each such case Executive shall have the right to receive a payment (a “Contingent Payment”) from the Company (or the successor to the Company if the Company is not the surviving company in such Change of Control) in connection with each such Distribution equal to the amount, if any, by which (i) five percent (5%) of the Total Distribution Amount (as defined below) exceeds (ii) the amount paid to Executive in such Distribution with respect to compensatory equity interests then held by Executive less the exercise or other purchase price paid or payable by Executive for such equity interests. If the amount paid to Executive in such Distribution with respect to compensatory equity interests then held by Executive, less the exercise or other purchase price paid by Executive for such equity interests, is equal to or exceeds five percent (5%) of the Total Distribution Amount, then no Contingent Payment shall be payable to Executive. A “Distribution” shall be deemed to include payments made, or other consideration provided, by a third party to all holders of any particular class of capital stock as part of the Change of Control, such as in the event of a purchase of Company stock directly from Company stockholders pursuant to a tender offer.
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Calculation of Contingent Payments. For the period beginning on the Closing Date and ending on December 31, 2018 (the “Contingent Payment Period”):
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Calculation of Contingent Payments. The Parties agree to use the following audit and dispute notification procedures for calculating the Contingent Payments:
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Calculation of Contingent Payments. (a) At the time of the payment of the First Contingent Payment, the Buyer shall deliver to the Shareholders’ Representative a statement setting forth the Buyer’s calculation of 2006 EBITDA (the “Preliminary Statement”). If the Shareholders’ Representative disagrees with any item or amount contained in the Preliminary Statement or with the Buyer’s calculation of 2006 EBITDA set forth therein, the Shareholders’ Representative may, within 15 days after delivery of the Preliminary Statement, deliver a notice to the Buyer disagreeing with such calculation and setting forth the Shareholders’ Representative’s calculation of 2006 EBITDA. Any notice of disagreement shall specify those items or amounts as to which the Shareholders’ Representative disagrees, and the Shareholders’ Representative will be deemed to have agreed with all other items and amounts. If the Buyer and the Shareholders’ Representative are not able to resolve such dispute within 15 days after the delivery of such notice, they shall promptly thereafter cause an Accounting Referee (as defined in Section 2.2(b)) to review this Agreement and the disputed items or amounts for the purpose of calculating 2006 EBITDA. The Accounting Referee shall deliver to the Buyer and the Shareholders’ Representative, as promptly as practicable, a report setting forth such calculation, which amount shall not be less than the Buyer’s calculation of 2006 EBITDA as set forth in the Preliminary Statement or more than the Shareholders’ Representative’s calculation of 2006 EBITDA delivered pursuant to Section 2.7(a). That report shall be final and binding upon the Buyer and the Principals. The cost of such review and report shall be paid (i) by the Buyer if the difference between Final 2006 EBITDA (as defined in Section 2.7(b)) and the Buyer’s calculation of 2006 EBITDA as set forth in the Preliminary Statement is greater than the difference between Final 2006 EBITDA and the Shareholders’ Representative’s calculation of 2006 EBITDA delivered pursuant to this Section 2.7(a), (ii) by the Principals, if the first such difference is less than the second such difference and (iii) otherwise equally by the Buyer and the Principals.
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Calculation of Contingent Payments. Within ninety (90) Calendar Days following each Contingent Date, Buyer shall cause the Company to prepare and issue to Sellers a determination of the Contingent Payments, if any, to be paid for such Contingent Date. Thereafter, Sellers and their representatives shall be provided reasonable access during regular business hours to, and afforded the opportunity to review, the Company's determination of the Contingent Payments, and the books and records of the Company and all workpapers relating thereto. If Sellers shall not object to the Company's determination
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Related to Calculation of Contingent Payments

  • Contingent Payments The Unilever Stockholder shall have the right to receive the Contingent Payments, if any, on the terms and subject to the conditions set forth on Exhibit 9 in recognition of its period of ownership of the Class B Shares.

  • Contingent Payment Notwithstanding anything in this Agreement to the contrary, if any of the Properties are sold by Buyer within twelve (12) months after the Closing Date, Buyer shall pay to Seller an amount equal to five percent (5%) of the Consideration allocated to such Property. The Deeds shall contain a deed restriction granting Seller the right to receive such additional sum from Buyer.

  • Distributions Payable in Cash; Redemption Payments In the event that the Board of the Investment Company shall declare a distribution payable in cash, the Investment Company shall deliver to FTIS written notice of such declaration signed on behalf of the Investment Company by an officer thereof, upon which FTIS shall be entitled to rely for all purposes, certifying (i) the amount per share to be distributed, (ii) the record and payment dates for the distribution, and (iii) that all appropriate action has been taken to effect such distribution. Once the amount and validity of any dividend or redemption payments to shareholders have been determined, the Investment Company shall transfer the payment amounts from the Investment Company's accounts to an account or accounts held in the name of FTIS, as paying agent for the shareholders, in accordance with any applicable laws or regulations, and FTIS shall promptly cause payments to be made to the shareholders.

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Calculation of CP Costs On the third Business Day immediately preceding each Settlement Date, each Conduit shall calculate the aggregate amount of its Conduit Costs for the related Settlement Period and shall notify Seller of such aggregate amount.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Calculation of Amounts Binding Effect of Interpretations and Actions of Master Servicer...............................

  • Determination of Amounts Whenever a Priority Debt Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First-Out Obligations (or the existence of any commitment to extend credit that would constitute First-Out Obligations), or Second-Out Obligations, or the existence of any Lien securing any such obligations, or the Shared Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Priority Debt Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if a Priority Debt Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Priority Debt Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Priority Debt Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any of their subsidiaries, any Priority Secured Party or any other Person as a result of such determination.

  • Restricted Payments; Certain Payments of Indebtedness (a) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

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