Election; Payment Clause Samples
The Election Payment clause establishes the right or option for a party to choose a specific method or timing of payment under a contract. Typically, this clause outlines the available payment alternatives—such as lump sum, installment, or deferred payment—and the process by which a party must notify the other of their selection. Its core practical function is to provide flexibility and certainty in financial arrangements, allowing parties to tailor payment terms to their needs while ensuring both sides are aware of and agree to the chosen payment structure.
Election; Payment. At any time during the Election Period and from time to time, PathNet, in its sole discretion, shall have the right to pay Incumbent any amount of the Incumbent Out-of-Pocket Path Funding for the right to additional future Revenue from the sale of Excess Capacity on the System, provided any such payment shall be included as part of PathNet Funding (and the Incumbent Out-of-Pocket Funding shall be recalculated) and the percentage Revenue paid to Incumbent shall be adjusted pursuant to SECTION 5.1.1 to reflect an increase in PathNet Allocable Revenue Percentage. As of the date of completion of the Election Period or at any time during the Election Period, PathNet, in its sole discretion, shall pay Incumbent an amount equal to the current Incumbent Out-of-Pocket Path Funding for the applicable paths (as such Funding may be adjusted pursuant to any and all additional PathNet Funding) on at least ninety (90%) percent of Incumbent's Paths comprising Segment A of the System ("Election Payment"), provided the percentage Revenue paid to Incumbent shall be adjusted pursuant to SECTION 5.1.1. If PathNet fails to pay the Election Payment upon completion of the Election Period, Incumbent shall have the right to terminate this Agreement.
Election; Payment. (a) Each person who, immediately before the Effective Time, is (i) an Optionholder and either an employee or director of the Company or an individual listed on Exhibit I or (ii) a record holder of Shares shall be entitled, with respect to all or any portion of such Shares or Company Stock Options, to make, as applicable, an irrevocable Earn Out Election, Cash Election, Earn Out Option Election or Cash Option Election on or prior to the Election Date, on the basis hereinafter set forth; provided, that all Mandatory Cash Options shall be deemed to be Cash Options. Each person who, immediately before the Effective Time, is an Optionholder who is not either an employee or director of the Company or an individual listed on Exhibit I shall not be entitled to make any such elections and all Company Stock Options held by such persons shall be deemed to be Cash Options.
(b) The Company shall prepare a letter of transmittal and election (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Surviving Corporation) (the "Letter of Transmittal") and such Letter of Transmittal shall be mailed by the Company with the Information Statement to the record holders of Shares and Company Stock Options on the date of this Agreement, which Letter of Transmittal shall be used (1) by each record holder of Shares to evidence such holder's election to receive either the Earn Out Consideration or the Cash Consideration for any or all Shares held by such holder and (2) by each record holder of Company Stock Options to evidence such holder's election to receive either the Earn Out Option Consideration or the applicable Cash Option Payment for Company Stock Options held by such holder. Any such holder's election shall have been properly made only if the Surviving Corporation receives, on or prior to the date that is 30 days after the Effective Time (the "Election Date"), a Letter of Transmittal properly completed and signed and, if applicable, accompanied by Certificates for the Shares to which such Letter of Transmittal relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Surviving Corporation. The Surviving Corporation shall provide to Parent copies of all Letters of Transmittal, accompanying Certificates, and any other documentation relating to such documents received from any holder of S...
Election; Payment. If the Section 338(h)(10) Election is made, the Buyer shall pay to each Seller such Seller's Pro Rata Portion of an amount equal to any additional Tax payable by the Sellers on the sale of the Interests in excess of the Tax that would have been incurred on the sale of the Interests had no Section 338(h)(10) Election been made (taking into account, without limitation any additional Taxes incurred as a result of the receipt of such payment) (the “Election Payment”). The Election Payment shall be paid by the Buyer to the Sellers as soon as practicable following the filing of the Election Forms but, in no event, later than April 1, 2016.
Election; Payment. The Purchaser and the Seller shall join in an election with respect to each member of the Company Group pursuant to section 338(h)(10) of the Code, and the Purchaser shall and the Seller shall (or shall cause the proper Non-Company Affiliate to) join in all comparable elections under state and local Income Tax law (the "Section 338(h)(10) Election") and, if applicable, any Additional Section 338 Election. The Seller shall be responsible for and shall indemnify the Purchaser and the Company Group from any Losses arising from any Section 338(h)(10) Election or