Divestiture Payment Sample Clauses

Divestiture Payment. Within three (3) Business Days following the execution and delivery of this Agreement, Pharmacia shall pay to Nastech the amount of $6,000,000 by wire transfer of immediately available funds (the "Divestiture Payment") to the account set forth in Schedule 4.1. The Divestiture Payment includes the $1,000,000 payment due to Nastech as a result of its achievement of the first Milestone Event listed in section 8.3(b) of the Collaboration and License Agreement, and Pharmacia shall have no further liability or obligation to make any milestone payment to Nastech for the achievement of such first Milestone Event.
Sample 1
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Divestiture Payment. Nastech shall be entitled to retain the entire amount of the Divestiture Payment, together with any interest accrued thereon, and Pharmacia shall have no entitlement to any credit with respect thereto.
Sample 1
Divestiture Payment. Nastech shall be entitled to retain the Divestiture Payment, together with all interest accrued thereon, and Pharmacia shall be entitled to credit $5,000,000 of the Divestiture Payment against any payments in respect of Milestone Events due to Nastech pursuant to the Collaboration and License Agreement following the termination of this Agreement; provided, however, that such credit shall in no event cause any payment in respect of any given Milestone Event to be reduced to less than 50% of the amount that would otherwise be payable to Nastech pursuant to the Collaboration and License Agreement; and provided, further, that any portion of such $5,000,000 that is not credited to any payment due to the immediately preceding proviso may be credited to subsequent payments in respect of Milestone Events that may become due pursuant to the Collaboration and License Agreement.
Sample 1
Divestiture Payment effective as of the Closing of the conveyance of the Multi-Family Parcel to SF, this term shall mean in the case of the exercise of the Power of Termination as a result of (a) a default by Developer or SF under Section 14(a) with respect to development of the Multi-Family Parcel or the Multi-Family Building, One Dollar ($1.00); (b) a default by Developer or SF under Section 14(b) with respect to development of the Multi-Family Parcel or the Multi-Family Building, an amount equal to (i) the amount of the proceeds of the Project Loan applicable to the Multi-Family Parcel and the Multi-Family Building disbursed pursuant to the Project Loan Documents for such Project Loan; plus (ii) unpaid, accrued interest at the regular (non-default) rate of interest on said Project Loan; (c) a default by Developer under Section 14(a) with respect to development of the Office Building Parcel or the Office Building, One Dollar ($1.00); or (d) a default by Developer under Section 14(b) with respect to development of the Office Building Parcel or the Office Building, an amount equal to (i) the amount of the proceeds of the Project Loan applicable to the Office Building Parcel and the Office Building disbursed pursuant to the Project Loan Documents for such Project Loan; plus (ii) unpaid, accrued interest at the regular (non-default) rate of interest on said Project Loan.
Sample 1

Related to Divestiture Payment

  • Divestiture If Grantee’s employment with the Company or a Subsidiary terminates as the result of a divestiture, then the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto shall become nonforfeitable in accordance with the terms and conditions of Section 1(a) as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the fifth anniversary of the Date of Grant or the occurrence of a circumstance referenced in Section 2(a) or 2(b), whichever occurs first. For the purposes of this Agreement, the term “divestiture” shall mean a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Liquidity Event If there is a Liquidity Event before the termination of this Safe, this Safe will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “Conversion Amount”). If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s securityholders, or under any applicable laws. Notwithstanding the foregoing, in connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce the cash portion of Proceeds payable to the Investor by the amount determined by its board of directors in good faith for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, provided that such reduction (A) does not reduce the total Proceeds payable to such Investor and (B) is applied in the same manner and on a pro rata basis to all securityholders who have equal priority to the Investor under Section 1(d). In connection with Section 1(b)(i) , the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay

  • Change of Control There occurs any Change of Control; or

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

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