Fifth Anniversary Payment Sample Clauses

Fifth Anniversary Payment. On the first business day after the fifth anniversary of the Closing Date, PNA shall pay or cause to be paid to Sellers an aggregate amount equal to One Million Three Hundred Thousand Dollars ($1,300,000), such aggregate amount to be paid at the direction of Diamond by wire transfer of immediately available funds to the account set forth on Schedule 2.2 attached hereto (subject to Diamond’s right to designate one or more different accounts by written notice to PNA prior to the fifth anniversary of the Closing Date); provided, however, that no such payments shall be made if a Disqualifying Event has occurred on or prior to the fifth anniversary of the Closing Date. The foregoing notwithstanding, (i) in the event that Diamond’s employment by Metals Supply is terminated without “Cause” or he resigns from Metals Supply for “Good Reason” (as such terms are defined in the Employment Agreement), or (ii) upon the occurrence of a Change of Control, then, any payment described in the foregoing clauses (ii), (iii), (iv) and (v) (but not clause (i)) that has not been paid prior to the effective date of such termination, resignation or Change of Control, as the case may be, shall be accelerated and paid within five business days of such termination, resignation or Change of Control, subject to the final sentence of this Section 2.2. Purchasers shall also have the right to prepay any of the deferred payments set forth in this Section 2.2(c) at any time. To the extent any of the deferred payments set forth in this Section 2.2(c) are paid prior to the applicable anniversary for the anticipated payment for any reason, such payment shall be discounted to present value at the rate of five percent (5%) per annum, compounded annually.