Look-Back. Recovery. Audits of accruals and/or recovery of overpayment shall be limited to five (5) calendar years prior to the date of the State’s determination of excess accrual or overpayment.
Look-Back. The parties acknowledge that the intent of this Agreement is to accurately capture the scope and nature of the information technology services being performed as of the date hereof, so that such services may continue uninterrupted for the term of this Agreement. Both parties have made a good faith attempt to identify all of the information technology services provided to ProVantage by ShopKo. If, however, it is later determined that the parties unintentionally omitted a description of services or charges therefor, both parties shall negotiate in good faith to amend this Agreement to include such services and charges, and charges and credits for such additional services shall be retroactive back to the commencement date of this Agreement.
Look-Back. In the event that (i) a holder of Preferred Stock ceases to be an employee of the Corporation as a result of death, disability or termination without cause (the “Termination”); (ii) the Corporation redeems said holder’s Preferred Stock pursuant to this Article IV, Section 3; and (iii) within the next twelve (12) months following the Termination a Liquidity Event shall occur, then such holder of Preferred Stock, or his or her heirs or estate, shall receive, and the Corporation shall pay, the excess, if any, of (y) the value of the Common Stock that the holder of Preferred Stock would have been entitled to receive as of the date of the Liquidity Event had the Termination not occurred; over (z) the value received by such holder for the redeemed Preferred Stock.
Look-Back. The parties acknowledge that the intent of this Agreement is to accurately capture the scope and nature of the administrative services provided to ProVantage by ShopKo as of the date hereof, so that such services may continue uninterrupted for the term of this Agreement. Both parties have made a good faith attempt to identify all of the administrative services provided to ProVantage by ShopKo as of the date hereof. If, however, it is later determined that the parties unintentionally omitted a description of services or charges therefor, both parties shall negotiate in good faith to amend this Agreement to include such services and charges, and charges and credits for such additional services shall be retroactive back to the commencement date of this Agreement.
Look-Back. Notwithstanding the foregoing definition of Call Price, if (i) the Issuer exercises its Call Right, and (ii) on or before the end of the Lookback Period, the Issuer shall enter or shall have entered into an agreement, commitment, letter of intent, memorandum of understanding or the like, binding or non-binding, with a third party respecting an Acquisition and such Acquisition is subsequently consummated, if the aggregate gross proceeds that would be payable to all Conversion Right Holders in connection with such Acquisition had (A) the Issuer not so exercised such Call Right, and (B) all Conversion Right Holders exercised, in connection with such Acquisition and as of immediately prior to the consummation thereof, their respective Conversion Rights as to all Associated Debt outstanding as of immediately prior to the Issuer’s exercise of such Call Right, then the Issuer shall pay or cause to be paid to Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, as additional Call Price, the difference between (x) such proceeds as would have been payable to all Conversion Right Holders in connection with such Acquisition, and (y) such Call Price actually paid to the Agent by the Issuer; and such payment of such difference shall be made to Agent as and when payments of the consideration in such Acquisition are made to the holders of outstanding Common Stock.
Look-Back. In the event that the Exclusive Negotiation Period expires before Genzyme and Isis have entered into an Antisense License, Genzyme will have no further obligation to negotiate with Isis with respect to any Antisense License in [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. any country in the Territory, and Genzyme will be free to grant one or more Antisense Licenses to one or more Third Parties in any country or countries in the Territory at Genzyme’s sole discretion; provided, however, that for a period equal to the longer of (i) the Term plus one (1) year or (ii) three (3) years following the expiration of the Exclusive Negotiation Period, Genzyme will not offer any Third Party an Antisense License containing a license scope and financial terms that are more favorable to the Third Party than the license scope and financial terms that Genzyme last offered to Isis during the Negotiation Period unless Genzyme first offers an Antisense License with such more favorable scope and terms to Isis in writing and Isis fails to accept such offer within fourteen (14) days after receiving it.
Look-Back. Notwithstanding the foregoing definition of Call Price, if (i) the Issuer exercises its right to repay and retire the outstanding Term Loan Advance obligations to Bank in connection with a Qualified Financing, and (ii) on or before the date that is nine (9) months following the closing (or, if there shall be more than one closing, the final closing) of such Qualified Financing the Issuer shall enter into an agreement, commitment, letter of intent, memorandum of understanding or the like, binding or non-binding, with a third party respecting any transaction described in clauses (i) – (iv) of Section 2.3(e), then, if the aggregate gross proceeds that would be payable to all Conversion Right Holders had (A) the Issuer not so exercised such right in connection with such Qualified Financing, and (B) all Conversion Right Holders exercised, in connection with such transaction, both (1) their respective Conversion Rights as to all Associated Debt outstanding as of immediately prior to such Issuer exercise, and (2) their respective Purchase Rights as to all Associated Repaid Principal as of immediately prior to such Issuer exercise, exceed the Call Price actually paid to Bank by the Issuer in connection with such Issuer exercise, the Issuer shall pay or cause to be paid to Bank, as additional Call Price, the difference between such proceeds as would have been payable to all Conversion Right Holders in connection with such transaction described in clauses (i) – (iv) of Section 2.3(e) and such Call Price actually paid to Bank by the Issuer; provided, that (x) in the case of a transaction described in clauses (i) – (iii) of Section 2.3(e), such payment of such difference shall be made to Bank as and when payments of the consideration in such transaction are made to the holders of the same class and series of Issuer shares as would have been issued upon conversion of all Term Loan Advance obligations and exercise of all Purchase Rights had all Conversion Right Holders exercised their respective Conversion Rights and Purchase Rights in connection therewith; and (y) in the case of an IPO: (1) whether there is such a difference shall be determined by multiplying (A) the price per share to the public of Issuer common stock set forth in the Issuer’s final prospectus filed pursuant to Rule 424(b) under the Act, by (B) the total number of shares of Issuer common stock that would have been issued to all Conversion Right Holders and/or their designated recipients on conversion ...
Look-Back. In the event the Corporation effects a Conversion pursuant to Section 6 in which all or a portion of the Settlement Amount is settled in cash, and within 90 days after the Conversion Date, the Corporation enters into a definitive binding written agreement with respect to a Change of Control Transaction on terms such that the amount that a Holder would have received in such Change of Control Transaction had such Holder, immediately prior to the consummation of such Change of Control Transaction (and assuming the Conversion Date was the date such Change of Control Transaction was consummated) converted all such shares of Series B Preferred Stock into Common Stock (disregarding the 10% Threshold and the 19.99% Threshold), is in excess of the Liquidation Preference used to calculate the Settlement Amount, the Corporation (or its successor) shall, immediately upon the consummation of the Change of Control Transaction contemplated by such definitive binding written agreement, pay to the former Holder an amount per share of Series B Preferred Stock in cash which shall equal such difference for each share of Series B Preferred Stock that was settled in cash (rather than Common Stock).
Look-Back. In the event the Corporation elects to effect an Optional Redemption, and within 90 days after the Redemption Date, the Corporation enters into a definitive binding written agreement with respect to a Change of Control Transaction on terms such that the amount that a Holder would have received in such Change of Control Transaction had such Holders, immediately prior to the consummation of such Change of Control Transaction (and assuming the Conversion Date was the date such Change of Control Transaction was consummated) converted all such shares of Series B Preferred Stock into Common Stock (disregarding the 10% Threshold and the 19.99% Threshold), is in excess of the Redemption Price paid per share pursuant to this Section 8, the Corporation (or its successor) shall, immediately upon the consummation of the Change of Control Transaction contemplated by such definitive binding written agreement, pay to the former Holders an amount per share of Series B Preferred Stock in cash which shall equal such difference.
Look-Back. The Abatement assistance is being provided upon demonstration that there is currently a gap based on the preliminary underwriting criteria established for the project’s financing using assumptions regarding the likely costs and expenses associated with constructing and operating the project. The City and the Developer agree that the actual financial performance and financing will be reviewed upon the earlier of (i) refinancing and/or permanent conversion of the primary mortgage, or (ii) after five years of the Abatement. The Developer shall submit final sources and uses for the Minimum Improvements based on actual costs as incurred and documented, as well as annual financial statements showing total income and other project-derived revenue and operating expenses. If the City’s review of the information determines that the demonstrated net operating income of the Minimum Improvements without Abatement demonstrates 125% coverage of debt service, the abatement program will terminate and no further Abatement payments will be made. If the net operating income does not demonstrate 125% coverage, the City will determine the annual shortfall amount sufficient to provide 125% coverage and adjust its remaining abatement payments until the termination date to provide for only the annual shortfall amount, but in no case to exceed the Available Abatement.
