Payment of the Earnout. In the event an Earnout is due and payable under this Article IV, subject to Section 4.7 below, the Earnout shall be paid, but allocation of the form of said payment between cash and/or Earnout Stock shall be in Buyer’s sole and absolute discretion. That portion Earnout being paid in cash shall be paid by wire transfer of immediately available funds to an account designated by Seller, and, subject to Section 4.7 below, that portion of the Earnout being paid via issuance of Earnout Stock shall be determined by dividing the applicable Earnout by the Share Price for the applicable period. Fifty percent (50%) of the Earnout then due shall be payable to Seller within five (5) business days after the date on which the Earnout Statement becomes the Final Earnout Statement for any applicable period (the “Annual Earnout Payment Date”), and the other fifty (50%) of the Earnout shall be deferred (the “Deferred Earnout”) until five (5) business days after the date on which the Earnout Statement becomes the Final Earnout Statement for the fifth and final Earnout period (the “Deferred Earnout Payment Date”). For so long as the Deferred Earnout calculation exceeds Two Million Dollars ($2,000,000) (“Deferred Earnout Security Minimum”), Seller or its assigns will be entitled to a security interest in the Assets. At such time as the (i) Asset Purchase Note is fully paid and (ii) Deferred Earnout is paid or is reduced below the Deferred Earnout Security Minimum, the security interest granted shall be forthwith released and of no further force and effect, and Buyer shall have the right to evidence such release of record or otherwise..

Payment of the Earnout. RCG Miss. agrees to pay the Earnout, as adjusted in Section 2, in cash on or before June 30, 1997, to be divided between KCI and the MEL Xxxreholders as shown on Exhibit B attached hereto and made a part hereof.

Payment of the Earnout. At the Closing, AlliedSignal shall deliver to the Escrow Agent for release at a later date to the Shareholders, upon satisfaction of certain conditions set forth in Exhibit C, a number of shares of AlliedSignal Common Stock (the "Earnout Shares") having a Market Value measured by the Average Closing Price equal to $2,720,000. The Earnout Shares shall be held in escrow pursuant to the terms of the earnout escrow agreement attached as Exhibit B (the "Earnout Escrow Agreement") until termination of the Escrow Period described in Exhibit C; provided, however, that any remaining Earnout Shares be released from the Earnout Escrow no later than the fifth anniversary of the Closing Date, except for such number of Earnout Shares relating to a bona fide dispute between the parties as to whom the remaining Earnout Shares should be released pursuant to Article II and Exhibit C hereof. If the Earnout Shares in the Earnout Escrow are insufficient to make all the Earnout payments to the Shareholders in accordance with Exhibit C, any remaining Earnout payment obligation shall be paid to the Shareholders in cash, in proportion to their ownership of Company Common Stock immediately prior to the Effective Time.

Payment of the Earnout. In the event the Earnout is payable under this Section 2.7, in whole or in part, it shall be paid in the form of the number of restricted shares of Common Stock subject to the restrictions set forth in SEC Rule 145(d) of the 1933 Act (“Earnout Stock”) determined as provided in Section 2.7.5 below. Buyer shall pay the Earnout, if any, to Seller by instructing the Escrow Agent, within five business days after the date on which the Earnout Statement which demonstrates Seller’s entitlement to the Earnout becomes the Final Earnout Statement (the “Earnout Payment Date”), to deliver forthwith to Seller the stock certificates comprising the Earnout Stock. Buyer shall have a right to set off the amount of any unpaid or unresolved claims for indemnification under Article 12 against the payment of the Earnout, in the manner and to the extent set forth in Article 12, and to instruct the Escrow Agent to withhold from Seller that number of shares of Earnout Stock against which a claim has been made as provided in Section 12.8(b) and (c) below.

Payment of the Earnout. The Purchaser shall pay to the Sellers’ Representative the Earnout as set forth on the Earnout Statement by wire transfer of immediately available funds as follows:

Related to Payment of the Earnout

Payment of Reimbursement Amount To effect the expense reimbursement provided for in this Agreement, the Fund may offset the appropriate Reimbursement Amount against the management fees, Rule 12b-1 fees and/or shareholder servicing fees payable under the Investment Management Agreement, Rule 12b-1 Plan and/or the Shareholder Servicing Agreement. Alternatively, the Reimbursement Amount shall be paid directly by IICO, IDI and/or WISC. Such offset shall be taken, or such direct payment shall be paid, two times per year within 30 days following the date of a Fund’s applicable semi-annual or annual reporting period.
Allocations During the Early Amortization Period During the Early Amortization Period, an amount equal to the product of (A) the Principal Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which an amount of such Collections equal to the Adjusted Invested Amount has been deposited into the Collection Account and allocated to the Series 1997-1 Certificateholders, such amount shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.
Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).
Expense Accrual and Payment Services (1) For each valuation date, calculate the expense accrual amounts as directed by the Trust as to methodology, rate or dollar amount.
Interim Payment Unless the Funding Date for a Loan is the first day of a calendar month, Borrower shall pay the per diem interest (accruing at the Loan Rate from the Funding Date through the last day of that month) payable with respect to such Loan on the first Business Day of the next calendar month.
Payment of the Purchase Price The Purchase Price shall be paid as follows:
Payment of Bonus Within fifteen (15) days of such termination, the Company shall pay to the Executive his Target Bonus pursuant to Section 3(b), prorated for the number of days of employment completed by the Executive during the year in which his employment terminated.
Payment of Company Expenses The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Securities; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Prospectus, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country, and, if reasonably requested by the Underwriter, preparing and printing a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising any of the Underwriter of such qualifications, registrations and exemptions; (vii) if applicable, the filing fees incident to the review and approval by the FINRA of the Underwriter’s participation in the offering and distribution of the Securities; (viii) the fees and expenses associated with including the Ordinary Shares on the Trading Market; and (ix) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,” as described in Section 1(a)(iii) of this Agreement.
Earnout (a) Following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:
Required Payments; Termination Any outstanding Advances and all other unpaid Obligations shall be paid in full by the Borrower on the Facility Termination Date.

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