Common use of Initial Period Payments Clause in Contracts

Initial Period Payments. 10.1.1 Attached hereto as Schedule 10.1 is the parties' agreed-upon written calculation of PPG Estimated Expenses for the period from [The confidential material contained herein has been omitted and has been separately filed with the Commission.] (the "Initial Period") based on expenditures to be made by PPG during that period. On the date of execution of this Agreement, UDC will deliver to PPG (i) such number of duly authorized, validly issued, fully paid and non-assessable shares of UDC Common Stock as is equal to the quotient of (a) the PPG Estimated Expenses for the Initial Period divided by (b) the Average Price (the "Initial Period Shares"), and (ii) a [The confidential material contained herein has been omitted and has been separately filed with the Commission.] term promissory note for the amount of the Initial Period PPG Estimated Expenses, secured by an interest in all Developed Technology, which promissory note shall (a) if upon its maturity, the Registration Statement has not been declared and maintained effective, be automatically payable in cash for the principal amount thereof plus interest calculated at [The confidential material contained herein has been omitted and has been separately filed with the Commission.] per annum (based on a year of 365 days), compounded daily, and, upon receipt of such cash payment, the Initial Period Shares shall be returned to UDC and cancelled, or (b) if upon or before its maturity, the Registration Statement has been declared and maintained effective, be automatically deemed to have been paid through the issuance of the Initial Period Shares to PPG, on the date the Registration Statement has become so effective and the promissory note shall thereupon be cancelled. 10.1.2 During the Initial Period, PPG will notify UDC of any anticipated increase in the amounts set forth in the Initial Period PPG Estimated Expenses. UDC will either approve or deny in writing such anticipated increase and UDC will be deemed to accept any changes in the Statement of Work and/or a Work Plan resulting from such approval or denial. PPG will not exceed the amounts set forth in the Initial Period PPG Estimated Expenses without the prior written consent of UDC. 10.1.3 On or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.], PPG will provide to UDC PPG's written calculation of PPG Actual Expenses for the Initial Period. If PPG Actual Expenses are greater than PPG Estimated Expenses for the Initial Period, then, on or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.], UDC will (i) execute an amendment to the secured promissory note described in Section 10.1 to increase the principal amount thereof for the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period, and (ii) deliver to PPG the number of shares of UDC Common Stock as is equal to (a) the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period divided by (b) the Average Price, which shares shall be deemed to be added to the Initial Period Shares. If PPG Actual Expenses are less than PPG Estimated Expenses for the Initial Period, then, on or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.], PPG will deliver to UDC, at its election, either (i) cash equal to the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period or (ii) the number of shares of UDC Common Stock as is equal to (A) the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period divided by (B) the Average Price. 10.1.4 On [The confidential material contained herein has been omitted and has been separately filed with the Commission.], UDC will deliver to PPG a warrant substantially in the form of Exhibit D hereto (a "Warrant") evidencing PPG's right to purchase, for a [The confidential material contained herein has been omitted and has been separately filed with the Commission.] year period and on the terms and conditions set forth in the Warrant, the number of shares of UDC Stock as is equal to, for the Initial Period, PPG Actual Expenses divided by the Average Price.

Initial Period Payments. 10.1.1 Attached hereto as Schedule 10.1 is the parties' agreed-upon written calculation of PPG Estimated Expenses for the period from [The confidential material contained herein has been omitted and has been separately filed with the Commission.] Effective Date through December 31, 2000 (the "Initial Period") based on expenditures to be made by PPG during that period. On the date of execution of this Agreement, UDC will deliver to PPG (i) such number of duly authorized, validly issued, fully paid and non-assessable shares of UDC Common Stock as is equal to the quotient of (a) the PPG Estimated Expenses for the Initial Period divided by (b) the Average Price (the "Initial Period Shares"), and (ii) a [The confidential material contained herein has been omitted and has been separately filed with the Commission.] term promissory note for the amount of the Initial Period PPG Estimated Expenses, secured by an interest in all Developed Technology, which promissory note shall (a) if upon its maturity, the Registration Statement has not been declared and maintained effective, be automatically payable in cash for the principal amount thereof plus interest calculated at [The confidential material contained herein has been omitted and has been separately filed with the Commission.] percent ([The confidential material contained herein has been omitted and has been separately filed with the Commission.]%) per annum (based on a year of 365 days), compounded daily, and, upon receipt of such cash payment, the Initial Period Shares shall be returned to UDC and cancelled, or (b) if upon or before its maturity, the Registration Statement has been declared and maintained effective, be automatically deemed to have been paid through the issuance of the Initial Period Shares to PPG, on the date the Registration Statement has become so effective and the promissory note shall thereupon be cancelled. 10.1.2 During the Initial Period, PPG will notify UDC of any anticipated increase in the amounts set forth in the Initial Period PPG Estimated Expenses. UDC will either approve or deny in writing such anticipated increase and UDC will be deemed to accept any changes in the Statement of Work and/or a Work Plan resulting from such approval or denial. PPG will not exceed the amounts set forth in the Initial Period PPG Estimated Expenses without the prior written consent of UDC. 10.1.3 On or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.]January 31, 2001, PPG will provide to UDC PPG's written calculation of PPG Actual Expenses for the Initial Period. If PPG Actual Expenses are greater than PPG Estimated Expenses for the Initial Period, then, on or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.]February 15, 2001, UDC will (i) execute an amendment to the secured promissory note described in Section 10.1 to increase the principal amount thereof for the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period, and (ii) deliver to PPG the number of shares of UDC Common Stock as is equal to (a) the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period divided by (b) the Average Price, which shares shall be deemed to be added to the Initial Period Shares. If PPG Actual Expenses are less than PPG Estimated Expenses for the Initial Period, then, on or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.]February 15, 2001, PPG will deliver to UDC, at its election, either (i) cash equal to the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period or (ii) the number of shares of UDC Common Stock as is equal to (A) the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period divided by (B) the Average Price. 10.1.4 On [The confidential material contained herein has been omitted and has been separately filed with the Commission.]February 15, 2001, UDC will deliver to PPG a warrant substantially in the form of Exhibit D hereto (a "Warrant") evidencing PPG's right to purchase, for a [The confidential material contained herein has been omitted and has been separately filed with the Commission.] seven (7) year period and on the terms and conditions set forth in the Warrant, the number of shares of UDC Stock as is equal to, for the Initial Period, PPG Actual Expenses divided by the Average Price.

Initial Period Payments. 10.1.1 Attached hereto as Schedule 10.1 is the parties' agreed-upon written calculation of PPG Estimated Expenses for the period from the [The confidential material contained herein has been omitted and has been separately filed with the Commission.] (the "Initial Period") based on expenditures to be made by PPG during that period. On the date of execution of this Agreement, UDC will deliver to PPG (i) such number of duly authorized, validly issued, fully paid and non-assessable shares of UDC Common Stock as is equal to the quotient of (a) the PPG Estimated Expenses for the Initial Period divided by (b) the Average Price (the "Initial Period Shares"), and (ii) a [The confidential material contained herein has been omitted and has been separately filed with the Commission.] term promissory note for the amount of the Initial Period PPG Estimated Expenses, secured by an interest in all Developed Technology, which promissory note shall (a) if upon its maturity, the Registration Statement has not been declared and maintained effective, be automatically payable in cash for the principal amount thereof plus interest calculated at [The confidential material contained herein has been omitted and has been separately filed with the Commission.] per annum (based on a year of 365 days), compounded daily, and, upon receipt of such cash payment, the Initial Period Shares shall be returned to UDC and cancelled, or (b) if upon or before its maturity, the Registration Statement has been declared and maintained effective, be automatically deemed to have been paid through the issuance of the Initial Period Shares to PPG, on the date the Registration Statement has become so effective and the promissory note shall thereupon be cancelled. 10.1.2 During the Initial Period, PPG will notify UDC of any anticipated increase in the amounts set forth in the Initial Period PPG Estimated Expenses. UDC will either approve or deny in writing such anticipated increase and UDC will be deemed to accept any changes in the Statement of Work and/or a Work Plan resulting from such approval or denial. PPG will not exceed the amounts set forth in the Initial Period PPG Estimated Expenses without the prior written consent of UDC. 10.1.3 On or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.], PPG will provide to UDC PPG's written calculation of PPG Actual Expenses for the Initial Period. If PPG Actual Expenses are greater than PPG Estimated Expenses for the Initial Period, then, on or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.], UDC will (i) execute an amendment to the secured promissory note described in Section 10.1 to increase the principal amount thereof for the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period, and (ii) deliver to PPG the number of shares of UDC Common Stock as is equal to (a) the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period divided by (b) the Average Price, which shares shall be deemed to be added to the Initial Period Shares. If PPG Actual Expenses are less than PPG Estimated Expenses for the Initial Period, then, on or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.], PPG will deliver to UDC, at its election, either (i) cash equal to the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period or (ii) the number of shares of UDC Common Stock as is equal to (A) the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period divided by (B) the Average Price. 10.1.4 On [The confidential material contained herein has been omitted and has been separately filed with the Commission.], ] UDC will deliver to PPG a warrant substantially in the form of Exhibit D hereto (a "Warrant") evidencing PPG's right to purchase, for a [The confidential material contained herein has been omitted and has been separately filed with the Commission.] year period and on the terms and conditions set forth in the Warrant, the number of shares of UDC Stock as is equal to, to the aggregate number of shares of UDC Stock issued to PPG for the Initial Period, PPG Actual Expenses divided by the Average PricePeriod under Sections 10.1.1 and 10.1.3.

Initial Period Payments. 10.1.1 Attached hereto as Schedule 10.1 is the parties' agreed-upon written calculation of PPG Estimated Expenses for the period from [The confidential material contained herein has been omitted and has been separately filed with the Commission.] Effective Date through December 31, 2000 (the "Initial Period") based on expenditures to be made by PPG during that period. On the date of execution of this Agreement, UDC will deliver to PPG (i) such number of duly authorized, validly issued, fully paid and non-assessable shares of UDC Common Stock as is equal to the quotient of (a) the PPG Estimated Expenses for the Initial Period divided by (b) the Average Price (the "Initial Period Shares"), and (ii) a [The confidential material contained herein has been omitted and has been separately filed with the Commission.] term promissory note for the amount of the Initial Period PPG Estimated Expenses, secured by an interest in all Developed Technology, which promissory note shall (a) if upon its maturity, the Registration Statement has not been declared and maintained effective, be automatically payable in cash for the principal amount thereof plus interest calculated at [The confidential material contained herein has been omitted and has been separately filed with the Commission.] percent ([The confidential material contained herein has been omitted and has been separately filed with the Commission.]%) per annum (based on a year of 365 days), compounded daily, and, upon receipt of such cash payment, the Initial Period Shares shall be returned to UDC and cancelled, or (b) if upon or before its maturity, the Registration Statement has been declared and maintained effective, be automatically deemed to have been paid through the issuance of the Initial Period Shares to PPG, on the date the Registration Statement has become so effective and the promissory note shall thereupon be cancelled. 10.1.2 During the Initial Period, PPG will notify UDC of any anticipated increase in the amounts set forth in the Initial Period PPG Estimated Expenses. UDC will either approve or deny in writing such anticipated increase and UDC will be deemed to accept any changes in the Statement of Work and/or a Work Plan resulting from such approval or denial. PPG will not exceed the amounts set forth in the Initial Period PPG Estimated Expenses without the prior written consent of UDC. 10.1.3 On or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.]January 31, 2001, PPG will provide to UDC PPG's written calculation of PPG Actual Expenses for the Initial Period. If PPG Actual Expenses are greater than PPG Estimated Expenses for the Initial Period, then, on or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.]February 15, 2001, UDC will (i) execute an amendment to the secured promissory note described in Section 10.1 to increase the principal amount thereof for the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period, and (ii) deliver to PPG the number of shares of UDC Common Stock as is equal to (a) the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period divided by (b) the Average Price, which shares shall be deemed to be added to the Initial Period Shares. If PPG Actual Expenses are less than PPG Estimated Expenses for the Initial Period, then, on or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.]February 15, 2001, PPG will deliver to UDC, at its election, either (i) cash equal to the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period or (ii) the number of shares of UDC Common Stock as is equal to (A) the difference between PPG Actual Expenses and PPG Estimated Expenses for such Initial Period divided by (B) the Average Price. 10.1.4 On [The confidential material contained herein has been omitted and has been separately filed with the Commission.]February 15, 2001, UDC will deliver to PPG a warrant substantially in the form of Exhibit D hereto (a "Warrant") evidencing PPG's right to purchase, for a [The confidential material contained herein has been omitted and has been separately filed with the Commission.] seven (7) year period and on the terms and conditions set forth in the Warrant, the number of shares of UDC Stock as is equal to, to the aggregate number of shares of UDC Stock issued to PPG for the Initial Period, PPG Actual Expenses divided by the Average PricePeriod under Sections 10.1.1 and 10.1.3.