Earnout Payment Procedures Sample Clauses

Earnout Payment Procedures. (i) Within 5 Business Days after the Preliminary Operating Income Determination for any Year becomes the Final Operating Income Determination for that Year, Sellers shall notify the Surviving Corporation in writing as to how they desire to receive the Earnout Payment for that year, if any is due, setting forth (A) how much of the Earnout Payment they desire to receive in Common Stock, and in how many certificates, (B) how much they desire to receive in cash, (C) delivery instructions for certificates of Common Stock, and (D) the U.S. account or accounts, with wiring instructions, to which they desire any cash portion to be paid (the "SELLERS NOTICE"). The cash portion of any Earnout Payment shall be paid, and certificates representing the Common Stock portion of any Earnout Payment shall be delivered, by the Surviving Corporation within 5 Business Days of receipt of Sellers Notice. To the extent Sellers have not paid the Surviving Corporation any Shortfall pursuant to PARAGRAPH 3.2(F) or any Indemnified Losses pursuant to PARAGRAPH 11.1, the Surviving Corporation may deduct such unpaid amounts from any Earnout Payment without prejudice to any other rights the Surviving Corporation may have against the Sellers with respect to the Shortfall or the Indemnified Losses. (ii) If Sellers elect to receive any portion of the Year One Earnout in Common Stock, the number of shares they shall receive shall be equal to (A) the portion of the Year One Earnout so designated divided by (B) $9. If Sellers elect to receive any portion of the Year Two Earnout in Common Stock, the number of shares they shall receive shall be equal to (A) the portion of the Year Two Earnout so designated divided by (B) $12. If Sellers elect to receive any portion of the Year Three Earnout in Common Stock, the number of shares they shall receive shall be equal to (A) the portion of the Year Three Earnout so designated divided by (B) $15. The denominators used in each of the preceding three sentences of this PARAGRAPH 3.3(H)(II) shall be adjusted for any stock splits or other reclassifications and any transaction in which the Common Stock is replaced with or exchanged for the capital stock of a successor subsequent to the execution of this Agreement.
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Earnout Payment Procedures. Following each fiscal year of the Earnout Period, Parent shall pay to each Seller such Seller’s pro rata share of the Earnout Period Installment (rounded down to the nearest cent or the nearest whole share, as applicable), if any; provided, that, in the event the amount of the Earnout Period Installment is subject to any dispute, in the form elected by the Sellers in accordance with Section 2.7 and within the time period set forth in Section 2.7(b), any undisputed portion(s) of the Earnout Period Installment shall be paid promptly (and in any event within five (5) Business Days after determination of such undisputed portion) by Parent, with any disputed portion(s) paid in each case when and to the extent such amounts are agreed or otherwise determined to be payable in accordance with Section 2.2(a)(iii) and all such portions of the Earnout Period Installment will be paid pro rata to the Sellers 50% in cash and 50% in shares of Parent Common Stock.
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Earnout Payment Procedures. The Earnout Payment (if any) will be paid, in Buyer’s sole discretion, in (i) cash or (ii) the number of shares of Buyer’s Common Stock equal to quotient obtained by dividing the Earnout Payment by the Adjusted Buyer Average Price Per Share (such shares, if any, the “Earnout Shares”). The “Adjusted Buyer Average Price Per Share” shall mean the average of the closing per share price of Buyer’s Common Stock on the NASDAQ National Market for the 10 consecutive trading days ending with and including the third business day preceding the Final Statement Date, provided, however, that if the shares of Buyer’s capital stock are no longer traded on a securities exchange or The Nasdaq Stock Market or actively traded over the counter as of the Final Statement Date, the Earnout Payment (if any) shall be paid in cash.
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Earnout Payment Procedures 
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Related to Earnout Payment Procedures

  • Payment Procedures Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

  • Payment Procedure (a) The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such properly identified and available funds). (b) If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto. (c) If, for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder. (d) Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.

  • Payment Calculation District shall pay Contractor at a rate of $ per . District shall pay Contractor as described in attached Exhibit A

  • Billing and Payment Procedures and Final Accounting 6.1.1 The Connecting Transmission Owner shall xxxx the Interconnection Customer for the design, engineering, construction, and procurement costs of Interconnection Facilities and Upgrades contemplated by this Agreement on a monthly basis, or as otherwise agreed by those Parties. The Interconnection Customer shall pay all invoice amounts within 30 calendar days after receipt of the invoice. 6.1.2 Within three months of completing the construction and installation of the Connecting Transmission Owner’s Interconnection Facilities and/or Upgrades described in the Attachments to this Agreement, the Connecting Transmission Owner shall provide the Interconnection Customer with a final accounting report of any difference between (1) the Interconnection Customer’s cost responsibility for the actual cost of such facilities or Upgrades, and (2) the Interconnection Customer’s previous aggregate payments to the Connecting Transmission Owner for such facilities or Upgrades. If the Interconnection Customer’s cost responsibility exceeds its previous aggregate payments, the Connecting Transmission Owner shall invoice the Interconnection Customer for the amount due and the Interconnection Customer shall make payment to the Connecting Transmission Owner within 30 calendar days. If the Interconnection Customer’s previous aggregate payments exceed its cost responsibility under this Agreement, the Connecting Transmission Owner shall refund to the Interconnection Customer an amount equal to the difference within 30 calendar days of the final accounting report. 6.1.3 If the Interconnection Customer disputes an amount to be paid, the Interconnection Customer shall pay the disputed amount to the Connecting Transmission Owner or into an interest bearing escrow account, pending resolution of the dispute in accordance with Article 10 of this Agreement. To the extent the dispute is resolved in the Interconnection Customer’s favor, that portion of the disputed amount will be credited or returned to the Interconnection Customer with interest at rates applicable to refunds under the Commission’s regulations. To the extent the dispute is resolved in the Connecting Transmission Owner’s favor, that portion of any escrowed funds and interest will be released to the Connecting Transmission Owner.

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