Closing Date Cash Payments Sample Clauses

Closing Date Cash Payments. (i) At or prior to the Closing, Parent shall cause an amount in cash equal to (A) the Aggregate Stock Cash Payment Amount, plus (B) the portion of the Aggregate Option Cash Payment Amount that represents payments to non-Employee holders of Vested Company Options as indicated to Parent by the Stockholder Representative, plus (C) the Aggregate RSU Cash Payment Amount to be deposited in an account designated by the Paying Agent for further distribution to the Stockholders, the holders of Vested Company Options and the holders of Company RSUs in accordance with Section 1.6(b)(i) and the Spreadsheet.
Sample 1
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Closing Date Cash Payments. (i) At or prior to the Closing, the aggregate amount of the Closing Payments to Qualified Recipients, in accordance with the Option Cancellation Agreements and Bonus Settlement Agreements and as identified on the Spreadsheet, shall be deposited in an account designated by Parent for further distribution to the Qualified Recipients through the Surviving Corporation’s payroll system (or if the Qualified Recipient is or was an independent contractor, as an account payable) as soon as reasonably practical following the Closing, less any applicable income and employment withholding Taxes, in accordance with Section 1.6(c), Section 1.6(d), and Section 1.6(e), the Option Cancellation Agreement, the Bonus Settlement Agreements, the Spreadsheet, and the provisions of this Section 1.7. (ii) At or prior to the Closing, Parent shall cause an amount in cash equal to the aggregate amount of the Closing Per Share Cash Merger Consideration, to be deposited in an account
Sample 1
Closing Date Cash Payments. (i) At or prior to the Closing, Parent shall cause an amount in cash equal to the Closing Cash Merger Consideration, to be deposited in an account designated by the Paying Agent for further distribution to the Equityholders in accordance with Section 1.6(b)(i), Section 1.6(b)(ii), Section 1.6(c)(i), Section 1.6(c)(iii), Section 1.6(c)(iv), Section 1.8(c) and the Spreadsheet as soon as reasonably practical following the Closing and in accordance with the provisions of this Section 1.8. The aggregate amount of the Pro Rata Portion of the Closing Cash Merger Consideration that represents payments to all current or former Employee holders of Cashed-Out Options or Participating Options (collectively, the “Employee Optionholders”) as indicated to Parent by the Company on the Spreadsheet, shall be deposited in an account designated by Parent for further distribution to Company Option holders through the Surviving LLC’s payroll system, less any applicable income and employment withholding Taxes, in accordance with Section 1.6(c)(i) and Section 1.6(c)(iii) and the Spreadsheet as soon as reasonably practical following the Closing and in accordance with the provisions of this Section 1.8.
Sample 1

Related to Closing Date Cash Payments

  • Closing Date Payment The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.

  • 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 Payments If the Executive should become a Retired Early Employee hereunder, the Bank shall, during the period commencing on the Effective Date and ending two years thereafter (the "Pay-Out Period"), make equal monthly payments to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals two hundred ninety-nine percent (299%) of the Base Amount, as such term is defined in subparagraph 6(f) below. If at any time during the Pay-Out Period the Arrow Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

  • 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.

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

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

  • 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.

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Property Cash Flow Allocation (a) During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:

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