Consideration to be Received Sample Clauses

Consideration to be Received. (i) In the event that immediately prior to the consummation of any Drag-Along Transaction, Pinnacle (together with its Entity Affiliates) owns ten percent (10%) or less of the Equity Voting Power, then the consideration to be received by Pinnacle pursuant to such Drag-Along Transaction shall be solely in the form of cash, regardless of the form of consideration per Equity Security to be received by Harbinger based on the transaction value per Equity Security designated in the applicable Drag-Along Transaction. (ii) In the event that immediately prior to the consummation of a Drag-Along Transaction in which some or all of the consideration to be received by Harbinger and Pinnacle is non-cash consideration, Pinnacle (together with its Entity Affiliates) owns in excess of ten percent (10%) of the Equity Voting Power, then the consideration to be received by Pinnacle shall be the same form and amount of consideration per Equity Security to be received by Harbinger, and the terms and conditions of such sale shall be the same as those upon which Harbinger sells its Equity Securities. (A) Notwithstanding the foregoing in Section 3.3(c)(ii), Pinnacle shall have the right, with respect to one-half of the aggregate non-cash consideration that Pinnacle is compelled to receive pursuant to such Drag-Along Transaction, to require Harbinger to purchase in cash from Pinnacle up to US$75,000,000 of the non-cash consideration received by Pinnacle based on the transaction value per Equity Security designated in the applicable Drag-Along Transaction. In order to exercise this right, Pinnacle must provide Harbinger with written notice within ten (10) Business Days following the date the Drag-Along Notice is received by Pinnacle pursuant to Section 3.3(b), or otherwise Pinnacle shall be deemed to have forfeited any rights to require such purchase. In lieu of making any cash payment otherwise required to be made by Harbinger to Pinnacle pursuant to the first sentence of this clause (A), Harbinger shall have the right, but not the obligation, to deliver one or more promissory notes to Pinnacle issued by Harbinger (1) having an aggregate principal amount equal to the amount of such cash payment otherwise so required, (2) bearing a rate of interest equal to two percent (2%) per annum, (3) having a term of no later than one hundred and twenty (120) days from the closing date of the Drag-Along Transaction, (4) containing such terms and conditions (in addition to the aforementioned pr...

Consideration to be Received. BY INTERSECT 3.1