Payment of Deferred Fee. Notwithstanding anything to the contrary contained herein, if the Company has used its best efforts (together with the Underwriters’ commercially reasonable efforts) to obtain financing in private placements or privately negotiated transactions (“Alternative Financings”) and notwithstanding such best efforts, (I) the sum (the “Available Funds”) of (A) cash of the Company, including the aggregate gross proceeds to the Company from any Alternative Financings and (B) the amount available to the Company from the Trust Account (after giving effect to redemptions or repurchases, as applicable, of all of the shares of the Common Stock included in the Public Securities that are required to be redeemed or repurchased in connection with the Business Combination) is less than (II) the sum (the “Required Funds”) of (A) the aggregate amount of funds necessary to pay the purchase price for the Business Combination and to refinance existing debt of the Target Business, if any, on the closing date of the Business Combination and (B) the Deferred Fee, then the Company and the Underwriters will cooperate in good faith to come to a mutually-satisfactory solution with respect to the payment of the Deferred Fee so as to ensure that the Company’s obligation to pay the Deferred Fee shall not impede the closing of the Business Combination. In addition, the Underwriters shall have a right of first refusal to serve as a placement agent on terms to be negotiated with the Company and consistent with the most favorable terms in the market for similar offerings for any private placement of the Company’s securities (a “Placement”) in support of a Business Combination that is consummated by the Company no later than three years from the date of this Agreement. Any engagement of the Underwriters for a Placement will be subject to, among other things (i) completion of all documentation for the Placement (including, without limitation, a placement agency agreement between the Company and each Underwriter in a customary form, which provides, without limitation, for a placement agent fee to be agreed upon between the Company and the Underwriters, and for the Underwriters to receive an opinion of the Company’s outside counsel addressed to the Underwriters to the effect that the Placement was exempt from registration under the Securities Act) satisfactory to each Underwriter in its sole and independent discretion, (ii) completion of a customary due diligence review satisfactory to each Underwri...
Payment of Deferred Fee. On January 2, 1998, the Partnership shall pay the General Partner THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000), which amount represents a deferred fee. The Partnership shall treat such amount as a "guaranteed payment" within the meaning of Section 707(c) of the Code.
Payment of Deferred Fee. The parties acknowledge and agree that Manager has heretofore performed services for the benefit of the Numanco Companies and their affiliates which entitle the Manager to a fee of $250,000 (in addition to the fees provided for in Section 4.1). However, the parties agree that the Numanco Companies may use their financial resources as working capital for the growth of the Numanco Companies and defer the payment of the $250,000 payable to the Manager under this Section 5.5 until such time as there shall have occurred a Buy-Sell Event that results in (i) the sale by Xxxxxx Xxxxx of her Interest (as defined in the Member Agreement) to PSO, or (ii) the sale of any one of the Numanco Companies to any Person (as defined in the Member Agreement), in which event the Numanco Companies shall pay the $250,000 to Xxxxxxx X. Xxxxx, his heirs, successors or assigns, on the date of the closing of the sale described in (i) or (ii) above; provided, the Manager agrees that the Numanco Companies' obligation to pay the $250,000 under this Section 5.5 shall be subordinated to all indebtedness owed by the Numanco Companies to any Person; and provided further, if the proceeds received by Xxxxxx Xxxxx pursuant to a sale described in (i) is less than the aggregate balance of the capital account (including undistributed earnings) in the Numanco Companies as of the date of the closing of the sale (the "Capital Account Balance") of Xxxxxx Xxxxx, or, in the case of a sale pursuant to (ii), if the sale proceeds are less than the aggregate of the Capital Account Balances of the Members, the $250,000 payment to Manager under this Section 5.5 shall be reduced pari passu. By way of illustration, if the Members' proceeds from a sale pursuant to (ii) equal only 60% of the aggregate of their Capital Account Balances, the Manager shall receive only 60% of the $250,000 payment. In addition to any right of set off the Numanco Companies may have by law, in the event the sale under (i) or (ii) above results from one of the Buy-Sell Events described in Section 7.7 of the Member Agreement, the Company, in making the payment to the Manager under this Section 5.5, shall have the right to deduct the actual compensatory damages, if any, the Company may have incurred as a result of any breach by the Manager of any of his obligations described in Section 5.4 of this Agreement.
Payment of Deferred Fee. Bank, within 90 days of the termination of service by Director, shall pay the Director a lump sum payment equal to the total amount of fees deferred pursuant to this Paragraph 3 plus ____ percent per annum thereon from the date of deferral until so paid. In the absence of payment of the deferred fee within 90 days of the termination of service, the Bank will be deemed to have elected to pay the Director a proportionate benefit as set forth in this Paragraph 3.
