Net Cash Payout Sample Clauses

Net Cash Payout. The Sellers shall, in addition to the Fixed Cash Consideration, be entitled to a pro rata share of a net cash payout (the “Net Cash Payout”), calculated as follows: the Net Cash Payout shall be equal to the aggregate amount, over and above $1.2 million of (A) the sum of (i) all cash and cash equivalents held by Bioceros on the Closing Date, (ii) all revenues expected to be generated by Bioceros from the date hereof and prior to December 31, 2015 pursuant to the definitive license agreements or signed term sheets between Bioceros on the one hand and company 1, company 2, company 9 and company 10 as disclosed in the Electronic Data Room on the other hand (“Revenues”), and (iii) all short-term trade receivables of Bioceros (less historical bad debt reserve, if applicable), minus (B) the sum of (i) all of Bioceros’ current liabilities, including any unpaid transaction expenses incurred by Bioceros prior to the Closing and any unpaid pre-Closing trade payables or other liabilities relating to Bioceros’ pre-Closing business operations, and (ii) the aggregate amount of any long-term debt of Bioceros, in each case of clauses (A) and (B) above as reflected on the agreed Net Cash Payout Statement delivered by the Sellers, and accepted by Epirus, in accordance with Section 6.4. For purposes of the amounts described in this Section 1.2, the conversion rate from Euros to U.S. dollars shall be the exchange rate as of the day prior to the Closing Date as reported in the Wall Street Journal. References to Bioceros in the Net Cash Payout Statement shall include “Bioceros and its subsidiaries, in the aggregate.” Bioceros shall deliver to Epirus as soon as possible prior to the Closing, a statement indicating the Net Cash Payout, taking into account the anticipated Revenues as if they had already been accrued on the Closing Date (the “Net Cash Payout Statement”), which shall be set forth as Schedule 1.2 attached hereto. The Net Cash Payout Statement shall be updated as of December 31, 2015 to reflect any additional payments that are made between the date hereof and prior to December 31, 2015 by company 1, company 2, company 9 and/or company 10 pursuant to definitive license agreements or signed term sheets in effect as of the date hereof. In the event that after the end of 2015 the Revenues turn out to be less than as set forth in the Net Cash Payout Statement as of the date hereof, other than as a result of Epirus or any of its Affiliates terminating or materially amending ...
AutoNDA by SimpleDocs

Related to Net Cash Payout

  • XXXXX CASH 25 CONTRACTOR is authorized to establish a xxxxx cash fund in an amount not 26 to exceed one thousand dollars ($1,000).

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Minimum Cash Balance Licensee shall fund the Facility Checking Account --------------------- with an initial amount equal to $25,000.00 and thereafter Licensee shall provide the working capital required by Section I(H) of this Agreement

  • Cash Payments Merchant may not receive any payments from a Cardholder for charges included in any Transaction resulting from the use of any Card nor receive any payment from a Cardholder to prepare and present a Transaction for the purpose of affecting a deposit to the Cardholder's Card account.

  • Vacation Cash Out In each calendar year, an employee may make a one-time request to cash out and receive payment for up to forty (40) hours of vacation. In order to be eligible to cash out vacation hours, the employee must be a regular status employee and have a remaining vacation balance of sixty (60) hours or more. Vacation leave that has been pre-approved will be considered when the request is made in order to determine if they will maintain the minimum vacation balance requirement.

  • Net Cash Flow The term “Net Cash Flow” shall mean all cash and cash equivalents from all sources on hand as of the last day of the measurement period prior to any distributions to the Partners, and after the payment of all then due expenses of operating and managing the Restaurants, and after payment of all debts and liabilities and after any prepayments of any debts and liabilities that the General Partner, in its reasonable and good faith discretion, elects to cause to be made, and after the establishment of any reserves reasonably deemed necessary by the General Partner for (i) the repayment of any due debts or liabilities, including debts owed to the General Partner; (ii) the working capital requirements; (iii) capital improvements and replacement of furniture, fixtures or equipment; and (iv) any contingent or unforeseen liabilities. In determining Net Cash Flow of each Restaurant there shall be deducted the Supervision Fee and the Accounting Fee as provided in Section 4.7, the Advertising Payment and the Insurance Payment as provided in Section 4.8, and the OSRS Charges as provided in Section 4.2.

  • Annual Cash Bonus During the Term, Executive may be eligible to receive an annual cash bonus, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

  • Compensatory Time Cash Out All compensatory time must be used by June 30th of each year. If compensatory time balances are not scheduled to be used by the employee by April of each year, the supervisor will contact the employee to review their schedule. The employee’s compensatory time balance will be cashed out every June 30th or when the employee: 1. Leaves state service for any reason; 2. Transfers to a position in their institution with different funding sources; or 3. Transfers to another state agency or institution.

  • Cash Balance Within two (2) Business Days after the end of each Fiscal Month, Borrower will deliver a certificate reporting to Agent the Cash Balance as of the last day of the Fiscal Month just ended, which certificate shall be executed and certified by a Responsible Officer of the Borrower as true and correct; (d)

  • Transaction Bonus In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company's Board of Directors, which transaction results in the receipt by the Company's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a "Change in Control Transaction"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to three (3) times 50% of Executive's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, or which results in receipt of a premium for the Company's stockholders (a "Significant Event"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!