Cash Make-Whole Payment Sample Clauses

Cash Make-Whole Payment. In addition to the issuance of the Commitment Shares to the Investor pursuant to Section 10.1(ii)(a) above and the payment of the Cash Commitment Fee to the Investor pursuant to Section 10.1(ii)(b) above, if, after the resale of all Commitment Shares by the Investor after the Commencement Date, the aggregate amount of cash proceeds from the resale of all of the Commitment Shares by the Investor is less than $100,000, then, the Company shall promptly upon the Investor’s presentation to the Company of an invoice and reasonable supporting documentation (but in no event later than two (2) Trading Days thereafter), and as directed by the Investor in writing to the Company, pay to the Investor, in cash, the difference between (i) $100,000 and (ii) the aggregate amount of the net proceeds received by the Investor from the resale of all of the Commitment Shares by the Investor (such cash payment, the “Cash Make-Whole Payment”). If, after the Commencement Date, (A) any Commitment Shares have not been resold by the Investor prior to the earliest of (1) the effective date of any termination of this Agreement by the Company or the Investor in accordance with Article VIII of this Agreement, (2) the 121st calendar day immediately following the Effective Date of the Initial Registration Statement filed by the Company with the Commission pursuant to this Agreement and the Registration Rights Agreement, (3) the calendar day immediately following the date on which the effectiveness of the Initial Registration Statement lapses for any reason (including due to the issuance of a stop order by the Commission), or the Initial Registration Statement or Prospectus relating thereto otherwise becomes unavailable to the Investor for the resale of all of the Commitment Shares included therein for any reason, and (4) such time that the Common Stock has not traded on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market) for greater than three (3) Trading Days, whether due to a de-listing of the Common Stock from the Trading Market (or, from such Eligible Market, as applicable), or due to a complete cessation of trading on the Trading Market (or, on such Eligible Market, as applicable), in each case other than due to the Investor’s material breach of its obligations under this Agreement, and (B) the aggregate amount of cash proceeds from the resale of all Commitment Shares that have been resold by the Investor prior to such earliest da...
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Related to Cash Make-Whole Payment

  • Make-Whole Payments A Make-Whole Payment will be due in connection with the Optional Redemption of the Notes on any date on or after the Earliest Redemption Date but prior to the First Par Redemption Date, as described in Section 8.2, solely to the extent funds are available therefor. Any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the earlier of the Redemption Date or the applicable Final Maturity Date. In addition, any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the date the Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a). For the avoidance of doubt, no Make-Whole Payment will be payable in connection with an Optional Redemption of the Notes on or after the First Par Redemption Date.

  • Make-Whole Amount The term “

  • Tax Treatment of Swap Payments and Swap Termination Payments For federal income tax purposes, each holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Net WAC Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trust Administrator will account for payments to each Floating Rate Certificates as follows: each Floating Rate Certificate will be treated as receiving their entire payment from REMIC III (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in Swap Provider Fee), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Certificate. The REMIC regular interest corresponding to a Floating Rate Certificate will be entitled to receive interest and principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that (i) the maximum interest rate of that REMIC regular interest will equal the Net WAC Pass-Through Rate computed for this purpose by limiting the Swap Notional Amount of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance of the Mortgage Loans and (ii) any Swap Termination Payment will be treated as being payable solely from Net Monthly Excess Cashflow. As a result of the foregoing, the amount of distributions and taxable income on the REMIC regular interest corresponding to a Floating Rate Certificate may exceed the actual amount of distributions on the Floating Rate Certificate.

  • Payment of Reimbursement Amount To effect the expense reimbursement provided for in this Agreement, the Fund may offset the appropriate Reimbursement Amount against the management fees, Rule 12b-1 fees and/or shareholder servicing fees payable under the Investment Management Agreement, Rule 12b-1 Plan and/or the Shareholder Servicing Agreement. Alternatively, the Reimbursement Amount shall be paid directly by IICO, IDI and/or WISC. Such offset shall be taken, or such direct payment shall be paid, two times per year within 30 days following the date of a Fund’s applicable semi-annual or annual reporting period.

  • 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.

  • Contractual Settlement Date Accounting (a) Bank shall effect book entries on a "contractual settlement date accounting" basis as described below with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time.

  • Deposit Account Payments Subsection (b) is amended to read as follows:

  • Sharing of Reimbursement Obligation Payments Whenever the Agent receives a payment from the Borrower on account of reimbursement obligations in respect of a Letter of Credit or Credit Support as to which the Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a Lender, the Agent shall promptly pay to such Lender such Lender’s Pro Rata Share of such payment from the Borrower. Each such payment shall be made by the Agent on the next Settlement Date.

  • Setoff Ratable Payments 37 11.1 Setoff..................................................................................................37 11.2

  • Cash Management Account Borrower hereby represents and warrants to Lender that:

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