Contingent Payment Amount Sample Clauses

Contingent Payment Amount. The Company shall pay to the Purchaser a contingent payment amount (a "Contingent Payment Amount") with respect to each distribution, excluding distributions of the proceeds from asset sales and sales of equity in the Partnership, by the Partnership to its partners that (i) relates to the period from January 1, 2002 to December 31, 2003 and (ii) is made by the Partnership after the Closing Date but prior to May 1, 2004 (a "Partnership Distribution") in an amount of cash equal to the amount of each such Partnership Distribution paid with respect to 7,375 Units; provided, however, that the Company may, at its sole discretion, instead pay all or any part of such amount by the issuance, assignment, transfer and delivery of such number of shares of its Original Common Stock or Series B Common Stock, at its option, as is equal in value to the portion of the Contingent Payment Amount to be so satisfied with Contingent Shares. Each such share so issued, assigned, transferred and delivered shall be valued for this purpose at the average of the Daily Prices (calculated to the nearest thousandth) for the 20 Business Day period beginning 10 Business Days before the date on which the related Partnership Distribution is made and ending 9 Business Days thereafter. Each Contingent Payment Amount shall be paid 15 Business Days after the Company receives the related Partnership Distribution. Notwithstanding anything above to the contrary, the aggregate value of all Contingent Payment Amounts shall not exceed $35 million; for this purpose, payments made in stock shall be valued as set forth above.
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Contingent Payment Amount. (a) In addition to the Closing Payment Amount, Purchaser shall pay to Seller an amount (the "Contingent Payment Amount") determined as follows:
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Contingent Payment Amount. (i) Subject to the terms of Section 3.6(b), if the 2015 Total Net Revenue is:
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Contingent Payment Amount. The aggregate Per Share Merger Consideration and Option Consideration shall include an additional payment in the amount of Ten Million Dollars ($10,000,000) to be paid in cash by Parent to the Securityholders in the manner described herein (such payment being the “Contingent Payment”).
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Contingent Payment Amount. (a) Within ten days of the earliest to occur of (i) the completion by the Company of a Qualified IPO, (ii) the sale or other disposition of a majority of the ownership interest of the Company or (iii) December 21, 2013, the Company will pay each Selling Holder the product of $17.5 million and such Selling Holder’s Pro Rata Portion.
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Contingent Payment Amount. (a) For purposes of this Section 2.08, the terms listed below have the following meanings: * * Confidential Treatment Requested *
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Contingent Payment Amount. The Contingent Payment Amount shall be paid to Seller in installments which are determined in accordance with the following provisions:
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Contingent Payment Amount. Sub-section (a) of Section 2.2.3 of the Amended Agreement is amended and restated in its entirety as follows:
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Contingent Payment Amount. On the one (1) year anniversary of the Closing Date, Parent shall pay each Person that was a holder of Outstanding Common Shares, Outstanding Series A Preferred Shares, Options or Unauthorized Options at the Second Effective Time (the “Contingent Payment Recipients”) the Per Share Contingent Payment Amount for each such Outstanding Common Share, Outstanding Series A Preferred Share, Option or Unauthorized Option as provided for in Section 2.7 or 2.9, as the case may be. The right to receive payment pursuant to this Section 2.15 shall not be transferable by any Contingent Payment Recipient. Parent may pay the Contingent Payment Amount at its election, in whole or in part, (x) by wire transfer of immediately available funds or (y) in shares of Parent Common Stock, which shares shall be valued on the basis of the average of the closing prices for the Parent Common Stock, as reported in The Wall Street Journal, for the 15 trading days ending on and including the trading day that is two trading days immediately prior to the one (1) year anniversary of the Closing Date. Parent shall not issue such shares of Parent Common Stock pursuant to this Section 2.15 except in compliance with NASDAQ Marketplace Rule 4350(i). As a condition to the issuance of any shares of Parent Common Stock pursuant to this Section 2.15, Parent shall represent and warrant to the applicable Securityholders that such shares are duly authorized and validly issued, fully paid and nonassessable and are not subject to, or issued in violation of, any preemptive rights.
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Related to Contingent Payment Amount

  • 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.

  • 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.

  • Payment Amount Each Restricted Stock Unit represents one (1) Share of Common Stock.

  • 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.

  • Earn-Out Payment As part of the Consideration, the Acquirer shall cause the REIT to pay to the Contributor (or its designee), within sixty (60) days after the "Calculation Date" (as defined below), an amount equal to the Earn-Out Payment (as calculated below); provided, however, that the amount of the Earn-Out Payment shall not exceed $1,800,000. If during the period beginning on the date on which the Project is open for business and available for use by paying overnight guests and ending on the date which is thirty-six (36) full calendar months after the last day of the month in which such opening date occurs (the "Calculation Date") the cumulative "Operating Profit" for the Project (as that term is defined in that certain Management Agreement to be entered into as of Closing (the "Management Agreement") between the TRS Affiliate (as defined below) and Crestline Hotels & Resorts, Inc.) is more than $9,500,000, then the Earn-Out Payment shall be equal to fifty percent (50%) of the difference between (a) the actual amount of the cumulative Operating Profit (as of the Calculation Date) for such 3-year period, and (b) $9,500,000. In the event the cumulative Operating Profit for such 3-year period is $9,500,000 or less, then no Earn-Out Payment shall be payable. If the Contributor is entitled to the Earn-Out Payment pursuant to this Section 1.3, then the Contributor (or its designee) shall receive the Earn-Out Payment in the form of Units, provided the Contributor (or its designee) continues to be an "accredited investor" as described herein. The number of Units delivered to the Contributor (or its designee) shall be equal to the calculated amount of the Earn-Out Payment divided by the average closing price per Common Share of the REIT for the twenty (20) trading days immediately preceding the Calculation Date.

  • 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.

  • Adjustment Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.

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

  • Settlement Amount See §2.9.1.

  • Pre-Payment The Borrower may pre-pay all or any portion of the loan at any time.

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