Make Whole Payment. If any amount payable to the Executive by the Company or any subsidiary or affiliate thereof, whether under this Agreement or otherwise (a “Payment”), is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar federal or state law (an “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Make Whole-Amount”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii).
Make Whole Payment. To induce the Executive to enter into this Agreement, and to compensate him for the significant financial and other benefits he will forfeit at his current employer as a result of accepting employment hereunder and to secure for itself the benefit of the Executive's particular qualification and experience, AESC shall pay to the Executive, in a lump sum in cash on the Start Date, a special hiring payment in an amount equal to Eight Hundred Thousand Dollars ($800,000).
Make Whole Payment. Immediately upon the Conversion of any share of Series A Preferred Stock, the Company shall pay to the Shareholder an amount (a "Make Whole Payment") with respect to such share equal to the Total Make Whole Amount for such share as of the date of such Conversion; provided, however, that the Company shall not be required to make a Make Whole Payment in respect of the Conversion of fewer than 25,000 shares of Series A Convertible Preferred Stock; provided, further, that any Make Whole Payments not required to be made pursuant to this sentence shall be carried forward and taken into account in determining whether the Company must provide the Shareholder with a subsequent Make Whole Payment.
Make Whole Payment. Borrower Parties shall have made the Make-Whole Payment to the Co-Agent, for the ratable benefit of the Lenders with Revolver Commitments, required to be paid pursuant to Section 4 hereof.
Make Whole Payment. In order to compensate Employee for all benefits and payments that Employee forfeited when he ceased employment with his former employer, Employee shall receive cash payments equal to $200,000, $100,000 of which shall be payable on the Start Date and $100,000 of which shall be payable on July 2, 2012, provided that Employee remains continuously employed by the Company on such dates.
Make Whole Payment. In the event that an Unwind Start Date is declared by the Sleeve Provider in connection with a Reliant Event of Default or is declared by REPS in accordance with Section 2.06(b), in either case, within two years of the Effective Date, REPS shall pay to the Sleeve Provider the Make-whole Payment.
Make Whole Payment. Upon the sale of any Affected Mortgage to a third party, the Company shall promptly pay to the Agent an amount (the "Make Whole Payment") equal to the Minimum Net Share as of the sale date, less the net proceeds realized by the Warehouse Purchasers upon the sale of the Affected Mortgage. RMST may offset any value replacement previously paid by the Company with respect to the to the Affected Mortgage against the Company's obligation to pay the Make Whole Payment, and if there is any excess of value replacement related to the Affected Mortgage after applying the value replacement to the Make Whole Payment, RMST will refund such excess to the Company, provided that the Company is not then in default in performance of any of its obligations under this Agreement in any other respect. However, application of the value replacement related to the Affected Mortgage to the Make Whole Payment shall in no way limit or waive any rights RMST may possess under or diminish any obligations of the Company with respect to, any provision of the Agreement for any Mortgage, including the Affected Mortgage.
Make Whole Payment. If the Noteholder is required to pay NexTier the Make-Whole Payment pursuant to Section 7.1 of the NexTier PSA, the Company shall promptly pay to the Noteholder the amount of the Make-Whole Payment paid by Noteholder to NexTier (the “Make-Whole Reimbursement Amount”). The Make-Whole Reimbursement Amount shall be paid (i) in cash (x) to the extent the Company has available cash as determined by an Independent Committee and (y) subject to satisfaction of the “Payment Conditions” (as defined in the Credit Facility) or (ii) to the extent the Company is unable to pay the full Make-Whole Reimbursement Amount in cash pursuant to clause (i), in Additional Notes, which Additional Notes shall be valued at the average closing price for the Notes for the 10 Business Days preceding the “Redemption Date” (as defined in the NexTier PSA) on which sales of the Notes occur (provided the Additional Notes shall not be valued at greater than the principal amount of the Additional Notes).
Make Whole Payment. In lieu of issuing, selling and delivering 263,666 shares of the Company’s Common Stock to the Subscriber, the Company agrees to pay the Subscriber, on the later of (i) the Maturity Date (as defined in the Certificate of Designations) or (ii) the date the Company’s obligations under the Financing Agreement are paid in full, a make-whole payment equal to 263,666 multiplied by the closing price of the Company’s Common Stock on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, on the day prior to the date of payment of the make-whole payment.
