No BPA but Signed Indiana Agreement Sample Clauses

No BPA but Signed Indiana Agreement. If (i) BPA has not (A) signed a new agreement with any Group Company or an Affiliate of Parent with substantially the same pricing terms as the Company’s existing agreement with BPA but without the early termination clause contained therein prior to the Closing or during the Earnout Period, (B) signed an amendment to the Company’s existing agreement with BPA that removes the early termination clause contained therein prior to the Closing or during the Earnout Period, or (C) otherwise confirmed in writing that BPA intends to remain a customer of any Group Company or an Affiliate of Parent following the Closing and the Earnout Period to Parent’s satisfaction in its sole discretion prior to the Closing or during the Earnout Period, and (ii) Indiana did not sign the Indiana Agreement prior to Closing but entered into the Indiana Agreement following the Closing during the Earnout Period (such date, the “Indiana Signing Date”), within 30 days of the Indiana Signing Date, $10,800,000 shall be paid to the Payments Administrator, for further distribution to the Company Stockholders (pro rata based upon such Person’s Pro Rata Share), other than the Dissenting Stockholders. The remaining $6,000,000 will be paid based on the following formula: Earnout Payment = Baseline Amount x Earnout Percentage By way of illustration only, if, as of the end of the Earnout Period, Churn = $4,000,000 and Bookings = $5,000,000, the Earnout Payment would be equal to $6,000,000 x 74.0741%, or $4,444,444.44. By way of illustration only, if, as of the end of the Earnout Period, Churn = $3,000,000 and Bookings = $5,000,000, the Earnout Payment would be equal to $6,000,000 x 100%, or $6,000,000.00.
Sample 1
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Related to No BPA but Signed Indiana Agreement

  • Executed Agreement The Offerors shall have received from the Placement Agents an executed copy of this Agreement.

  • This Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Negotiated Agreement This Agreement has been negotiated and shall not be construed against the party responsible for drafting all or parts of this Agreement.

  • Corporate Authority Relative to this Agreement; No Violation (a) The Company has all requisite corporate power and authority to enter into this Agreement and, assuming the representations and warranties set forth in Section 4.25 are true and correct and the Company Stockholder Approval is obtained, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Company Board of Directors and, assuming the representations and warranties set forth in Section 4.25 are true and correct, except for the filing of the Certificate of Merger with the DSOS, no other corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize the consummation of the Transactions other than, with respect to the Merger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, the Company Board of Directors unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and the stockholders of the Company, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL and (z) has adopted a resolution to make the Company Board Recommendation and to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus, in each case subject to Section 5.3. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Manufacturing Agreement Each of the Sellers (as applicable) shall have executed and delivered to the Buyer the Manufacturing Agreement with respect to the portion of the Business conducted at the applicable Facility.

  • Enforce Lock-Up Agreements During the Lock-up Period, the Company will enforce all agreements between the Company and any of its security holders that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or Related Securities or any of the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements entered into by the Company’s officers and directors pursuant to Section 6(i) hereof.

  • Ancillary Agreement Any written agreement of the Lessee to which the Lessor is a party or to which the Lessor has consented in writing entered into on or prior to the Delivery Date or any date thereafter in connection with the transactions contemplated by the Operative Agreements, as such agreement may be amended and supplemented from time to time with the consent of the Lessor and delivered to the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, the Subordination Agent, each Liquidity Provider and the Owner Participant. Ancillary Agreement I. The Ancillary Agreement I (Federal Express Corporation Trust No. N676FE), dated the Delivery Date, among the Lessee, the Owner Trustee, not in its individual capacity, but solely as Owner Trustee, the Owner Participant and the Indenture Trustee not in its individual capacity, but solely as Indenture Trustee, as originally executed or as amended, modified or supplemented with the consent of all the parties thereto.

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

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