Disposition Payments Clause Samples
Disposition Payments. Upon any Disposition and upon the receipt of any delayed payments of consideration with respect to any Disposition, the Company, MIC Corp. and the Managed Subsidiary shall pay to the Manager the applicable payment, if any, in connection with such Disposition (each, a “Disposition Payment”) as set forth herein. Any such Disposition Payment shall become due and payable, and the Company, MIC Corp. and the Managed Subsidiary shall pay any such Disposition Payment, to the Manager on the third (3rd) Business Day following the consummation of the applicable Disposition transaction (or receipt of any delayed payment), unless any Disposition Payment is in relation to Proceeds related to a Spin-Off in which case the Disposition Payment shall be due and payable within thirty-five (35) trading days from such Disposition, and, in each case, subject to the completion of any valuation process commenced in accordance with Section 3.4 and the resolution of any dispute with respect to the Payment Report delivered in accordance with Section 3.7; provided further that no Disposition Payments shall be required to be paid to the Manager pursuant to this Section 3.1 until the consummation of the Disposition transaction after giving effect to which the Cumulative Proceeds exceed $750 million (the “Minimum Amount”), at which time the Disposition Payment for such Disposition transaction and all prior Dispositions for which a Disposition Payment was not paid pursuant this proviso shall become due and payable to the Manager in accordance with the terms of Sections 3.2, 3.7 and, if applicable, 3.
Disposition Payments. (a) In the event of a license, sale or other transfer of a Covered Product or Arcturus Development Program Technology (excluding Net Sales and any Change of Control Transaction) (a “Licensing Transaction”), Arcturus and/or its shareholders shall pay to CFF [***] of [***] up to [***] the [***]. For avoidance of doubt, such consideration shall include upfront payments, milestone payments and royalties, whether paid in cash or other property (including equity), but shall not include payments made at fair market value for the performance of research or development activities.
(b) In the event of a Change of Control Transaction, Arcturus shall pay to CFF [***] of [***]; provided that such payment amount shall not exceed [***] . For avoidance of doubt, such consideration shall be calculated based on all upfront payments, milestone payments and payments under contingent rights, if applicable; provided, for clarity, that if the consideration paid to Arcturus and/or its shareholders consists of equity of the acquiring company, then the payment to CFF may be paid in cash or equity, at the election of the acquiror, with the equity valued at the closing price on the closing date of the Change of Control Transaction.
(c) Each payment paid by Arcturus pursuant to Section 2.2(a) and Section 2.2(b) is a “Disposition Payment”.
(d) Any Disposition Transaction that is an asset sale or transfer, or a Change of Control Transaction, shall be null and void unless the third-party transferee in such transaction expressly assumes the joint and several obligation of the Royalty obligations specified in Section 2.1.