Make Whole Sample Clauses

Make Whole. (a) In the event it shall be determined pursuant to Section 2(b) below that any Payment (as defined below) would be subject to the Excise Tax (as defined below), then the Executive shall be entitled to receive from the Company an additional payment (the “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any taxes and penalties imposed pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 2 shall not be conditioned upon the Executive’s termination of employment. (b) Subject to the provisions of Section 2(c), all determinations required to be made under this Section 2, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the firm designated by the Company prior to the Effective Time (as defined in the Merger Agreement) (the “Designated Firm”). The Designated Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Designated Firm shall be borne solely by the Company. Any determination by the Designated Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Designated Firm hereunder as to whether a Gross-Up Payment should be made, it is possible that Gross-Up Payments that were not made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 2(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Designated Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to...

Make Whole. 12.3.1 Where the issue submitted to Arbitration involves the payment of money to a grievant retroactively or otherwise, the Arbitrator shall have the authority to include in the award a direction for the payment of money retroactively or otherwise, but limited to making the grievant whole and no more. With respect to back wages only "make whole" means reimbursing the grievant for the wages he/she would have made if employment had been continuous, less wages actually received by the grievant, from any other source, Workers' Compensation, Unemployment Compensation, or other monetary compensation for which the grievant would not have been eligible for had the grievant not been suspended or discharged, during the period in question.

Make Whole. Notwithstanding anything to the contrary in the Indenture or the Notes, upon any redemption, repurchase, retirement of the Notes in connection with a Fundamental Change, Event of Default, Redemption or similar event, the Company shall, on a contemporaneous basis, (x) issue to the Holder, without any action on the part of the Holder, 100% of the remaining number of shares the Holder would otherwise have been entitled to receive pursuant to Section 3.01(A), through to and including the Maturity Date (provided, that, in the event such redemption, repurchase, retirement or conversion or similar event involves fewer than all of the then-outstanding Notes, such issuance will be made on a pro rata basis with the corresponding amount of Notes that are redeemed, repurchased, retired, converted or otherwise extinguished under this Section 3.01(H)) and (y) make any payment that would have otherwise been required to be made pursuant to Section 3.01(G) relating to such shares issued pursuant to subsection (x) as if the date of such redemption, repurchase or retirement, were a Stock Shortfall Payment Date and the period commencing on the day of and inclusive of the immediately preceding Stock Shortfall Payment Date (or, if none, the Issue Date) and ending on and inclusive of such date were the relevant Stock Shortfall Period (the “Make-Whole Payment”).

Make Whole. If the VWAP (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) for the thirty (30) Trading Days beginning on the Trading Date following a Conversion Date (the “30 Day VWAP”) is lower than the Conversion Price on the Conversion Date, the Company shall make a payment in cash or Common Shares, at its election but subject to the limitations set forth below (the “Make Whole Payment”). In the event that the Company elects to make a Make Whole Payment in Common Shares, it shall transfer to the Holder the number of Common Shares (the “Make Whole Shares”) equal to the difference between (A) the principal amount converted on the Conversion Date divided by 30 Day VWAP and (B) principal amount converted divided by the Conversion Price on the Conversion Date. In the event that the Company elects to pay the Make Whole Payment in cash it shall pay an amount equal to the number of Make Whole Shares multiplied by the 30 Day VWAP. The Company shall make the Make Whole Payment no later than thirty-five (35) Trading Days after the Conversion Date for which such payment is due. Notwithstanding the foregoing, the Company may not pay the Make Whole Payment in Conversion Shares if the Make Whole Shares are not registered on an effective Registration Statement, unless waived in writing by the Holder or (ii) if the issuance of the Make Whole Shares would result in the Holder exceeding the Beneficial Ownership Limitation.

Make Whole. If the Conversion Date Closing Price is more than the First Registration Closing Price (as defined below), the Maker shall pay to Payee an amount equal to (i) the total number of Conversion Shares multiplied by (ii) the amount obtained by subtracting (A) the First Registration Closing Price from (B) the Conversion Date Closing Price (the “Make Whole Payment”). The Make Whole Payment shall be paid to Payee, at the sole discretion of Buyer, in: (i) immediately available funds or (ii) the form of additional shares of Iconix Common Stock calculated by dividing the Make Whole Payment by the First Registration Closing Price (the “Additional Shares”); provided, that if Buyer pays the Make Whole Payment in Additional Shares, such Additional Shares shall be registered pursuant to the terms of the Registration Rights Agreement. In the event that all of the Additional Shares have not already been registered for resale pursuant to the Initial Registration Statement at time of delivery, then those Additional Shares which have not been included shall be registered in a subsequent registration statement (the “Subsequent Registration Statement”) in accordance with Section 1(b) of the Registration Rights Agreement (the “Subsequent Registration”). In connection with any such Subsequent Registration, if the product of (A) the Second Registration Closing Price times (B) the number of Additional Shares which were not included in the Initial Registration Statement is less than the amount of (C) the Make Whole Payment, after deducting the amount from the Make Whole Payment, if any, of (1) the value of the Additional Shares which were included in the Initial Registration Statement times (2) the First Registration Closing Price (the amount calculated in this sentence being hereafter referred to as the “Deficiency”). Maker shall pay the Deficiency in immediately available funds to Payee within two days after the Second Valuation Period. As used herein the following terms have the definitions set forth below:

Make Whole. If within twelve months following the date of the termination of Executive’s employment by the Company Parties without Cause or as a result of Executive’s death or Disability or Executive’s resignation for Good Reason (i) a Sale of the Company or a Public Offering occurs and (ii) the distributions per unit received (whether or not received within such twelve month period) in the liquidation of Investors LLC by holders of vested Common Units in respect of their vested Common Units or the public offering price per share of common stock of the Company (net of any underwriting discounts but including the fair market value of all dividends and distributions declared or paid by the Company to the holders of Common Stock after the date of Executive’s termination of employment to and including the date of such transaction), as the case may be, exceed the price per unit paid for any Vested Securities as determined in accordance with subparagraph (g) above, each seller of Vested Securities shall be entitled to receive an upward adjustment in the Repurchase Price for the Vested Securities sold by such seller, if any, pursuant to a Call Notice. The excess of (x) the amount which such sellers of Vested Securities would have received in such Sale of the Company or Public Offering assuming the sale in such transaction of all Vested Securities purchased pursuant to such Call Notice, over (y) the amount which such sellers of Vested Securities received from the sale of Vested Securities upon exercise of the Call Option (the amount of such excess, the “Additional Proceeds”) shall be paid to the applicable seller of Vested Securities by the buyer thereof by certified or cashier’s check or wire transfer of funds to the applicable seller of Vested Securities upon consummation of such Sale of the Company (or at such later time as holders of Investors LLC Common Units receive the distributions described in clause (ii) above) or upon the consummation of such Public Offering, as the case may be.

Make Whole. Dealer or its affiliate may sell such Shares or Share Termination Delivery Units, as the case may be, during a period (the “Resale Period”) commencing on the Exchange Business Day following delivery of such Shares or Share Termination Delivery Units, as the case may be, and ending on the Exchange Business Day on which Dealer completes the sale of all such Shares or Share Termination Delivery Units, as the case may be, or a sufficient number of Shares or Share Termination Delivery Units, as the case may be, so that the realized net proceeds of such sales exceed the Freely Tradeable Value (such amount of the Freely Tradeable Value, the “Required Proceeds”). If any of such delivered Shares or Share Termination Delivery Units remain after such realized net proceeds exceed the Required Proceeds, Dealer shall return such remaining Shares or Share Termination Delivery Units to Issuer. If the Required Proceeds exceed the realized net proceeds from such resale, Issuer shall transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange Business Day immediately following the last day of the Resale Period the amount of such excess (the “Additional Amount”) in cash or in a number of additional Shares or Share Termination Delivery Units, as the case may be, (“Make-whole Shares”) in an amount that, based on the Relevant Price on the last day of the Resale Period (as if such day was the “Valuation Date” for purposes of computing such Relevant Price), has a dollar value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares in the manner contemplated by this Section 8(c). This provision shall be applied successively until the Additional Amount is equal to zero, subject to Section 8(e).

Make Whole. Without limiting the foregoing, the Company agrees that, in the event that any of the representations and warranties in Section 3.2, 3.3, 3.5, 3.7 or 3.11 are not true and correct in all respects, notwithstanding anything set forth in the Disclosure Schedule relating to such representations and warranties, and as a result the Company pays any monetary damages or issues any additional securities to any party to a prior agreement with the Company or whose consent is otherwise required for the Company to enter into and perform this Agreement and the Registration Rights Agreement, then the Losses to which a Buyer is subject shall be grossed-up so as to preserve the economic substance of this Agreement (as of the Closing) as if such monetary damages or issuances of additional securities had not occurred, including by the Company shall taking appropriate action to ensure that a Buyer has not been diluted, directly or indirectly, by any issuance of additional securities contemplated by this subsection (c), and ensuring that a Buyer does not bear the portion of such monetary damages that corresponds to its ownership percentage as of the Closing.

Make Whole. (a) If: (i) a Special Rate Provider fails to make a payment required to be made by it to the Special Rate Agent for the Facility Agent (for the account of the Lenders) under this Clause 8, unless any such failure has been caused by that Special Rate Provider’s negligence or wilful misconduct; or (ii) following receipt of an amount from a Special Rate Provider, the Special Rate Agent fails to make the corresponding payment of the amount received from the Special Rate Provider required to be made by it to the Facility Agent under this Clause 8, unless any such failure has been caused by the Special Rate Agent’s negligence or wilful misconduct, then within two Business Days of the due date for such payment the Borrower shall pay to the Facility Agent (for the account of the Lenders) an amount equal to such payment. (b) No later than three Business Days after the date on which the Borrower makes a payment to the Facility Agent (for the account of the Lenders) pursuant to paragraph (a) above, the Special Rate Agent or that Special Rate Provider (as the case may be) shall pay to the Borrower an amount equal to that payment. (c) If: (i) the Facility Agent fails to make a payment required to be made by it to the Special Rate Agent (for the account of the relevant Special Rate Providers) under this Clause 8, unless any such failure has been caused by the Facility Agent’s negligence or wilful misconduct; or (ii) following receipt of an amount from the Facility Agent, the Special Rate Agent fails to make the corresponding payment of the amount received from the Facility Agent required to be made by it to the relevant Special Rate Providers under this Clause 8, unless any such failure has been caused by the Special Rate Agent’s negligence or wilful misconduct, then within two Business Days of the due date for such payment the Borrower shall pay, directly to the relevant Special Rate Provider, an amount equal to such payment. (d) No later than three Business Days after the date on which the Borrower makes a payment to the relevant Special Rate Provider pursuant to paragraph (c) above, the Facility Agent (in the case of paragraph (c)(i) above) or the Special Rate Agent (in the case of paragraph (c)(ii) above) shall pay to the Borrower an amount equal to that payment.

Make Whole. After each Quarterly Calculation (determined by multiplying the revenue of said quarter by four (4)), if the annualized uncontested bona fide revenue from the Customer Accounts is less than eighty percent (80%) of the Baseline Revenue, ICI and Parent hereby agree to (i) transfer cash to the extent due on a quarterly basis (due within five (5) days after the date by which the Certificate is due) to the Company in an amount equal to the Shortfall (which cash shall be considered to be revenue from the Customer Accounts for purposes of this Agreement and related agreements between the parties hereto), or (ii) transfer additional customer accounts to the Company (which transferred accounts shall then be included in Customer Accounts) provided such transferred customer accounts are expected to generate an annual revenue equal to or greater than the Shortfall.