Payment on Completion of Implementation of Phase 1 Transition Sample Clauses

Payment on Completion of Implementation of Phase 1 Transition. Subject to the terms and conditions contained in the Subscription Agreement, upon the Phase 1 Completion Date, SkyTerra will issue to Inmarsat, and Inmarsat shall accept, a number of shares (the “Phase 1 Shares”) of SkyTerra Common Stock having an aggregate value of $56,250,000, with such value to be determined based on the mean average closing price of the SkyTerra Common Stock for the forty five (45)-trading day period immediately preceding the date of issuance of the Phase 1 Shares (the “Phase 1 Value”) provided that with the agreement of Inmarsat, not to be unreasonably withheld, the MSV Parties may instead satisfy all or any part of such obligation by the payment of up to $56,250,000 in cash to Inmarsat. Notwithstanding the foregoing, in the event that the rules of any stock exchange or automatic quotation system on which SkyTerra Common Stock is then listed, traded or quoted specifically requires shareholder approval prior to the issuance of the Phase 1 Shares, then SkyTerra shall (a) issue on the Phase 1 Completion Date the maximum number of Phase 1 Shares that can be issued without such shareholder approval, and (b) use its commercial best efforts to obtain all required shareholder approvals for the issue of the balance of the Phase 1 Shares (the “Phase 1 Balance Shares”) as soon as reasonably practicable thereafter, and in the event that such shareholder approvals are forthcoming within ninety days following the Phase 1 Completion Date, (c) issue the Phase 1 Balance Shares promptly after the receipt of such shareholder approval and (d) in its absolute discretion elect instead of seeking the above shareholder approvals to pay Inmarsat (and shall, in the event that such shareholder approvals are not forthcoming after ninety days following the Phase 1 Completion Date, pay Inmarsat) an amount in cash equal to the deemed value of the Phase 1 Balance Shares (deeming the Phase 1 Balance Shares to be valued on a per share value equal to the Phase 1 Value). The Phase 1 Shares shall be subject to a lockup arrangement which shall prohibit any sale, transfer, pledge or other conveyance of the Phase 1 Shares for a period of one year from the Phase 1 Completion Date. The terms of such lockup arrangement shall be set forth in, and subject to the conditions of, the Subscription Agreement. Following expiration of the lockup arrangement, SkyTerra will provide Inmarsat with registration rights in respect of the Phase 1 Shares in accordance with and subject to the co...
Sample 1
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Related to Payment on Completion of Implementation of Phase 1 Transition

  • Implementation of Agreement Each Party must promptly execute all documents and do all such acts and things as is necessary or desirable to implement and give full effect to the provisions of this Agreement.

  • COMPLETION OF AGREEMENT This document comprises the entire agreement between the District and the Association in the matters lawfully within the scope of negotiation. Neither party shall have any obligation to meet and negotiate during the term of this agreement.

  • Commencement and Completion of Work The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

  • EVALUATION OF PROJECT BENEFITS The goal of this task is to report the benefits resulting from this project.

  • Project Implementation The Borrower shall:

  • Completion of Improvements Within 90 days of completion of any construction herein permitted, Company will cause to be prepared and delivered to Authority record documents as required under the Tenant Work Permit process, including but not limited to as-builts, legal descriptions, boundary surveys, and certified final cost of construction. The submission of record document electronic media will be in accordance with Authority’s Standard Procedure for computer aided design and drafting and drawings, as may be revised from time to time.

  • Construction of Agreement The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

  • COMMENCEMENT OF WORK UNDER A SOW AGREEMENT Commencement of work as a result of the SOW-RFP process shall be initiated only upon issuance of a fully executed SOW Agreement and Purchase Order.

  • COMMENCEMENT AND COMPLETION OF THE PROJECT Section 3.01 The Project (a) The Company intends and expects, together with any Sponsor Affiliate, to (i) construct and acquire the Project, and (ii) meet the Contract Minimum Investment Requirement within the Investment Period. The Company anticipates that the first Phase of the Project will be placed in service during the calendar year ending December 31, 2020. (b) Pursuant to the FILOT Act and subject to Section 4.03 hereof, the Company and the County hereby agree that the Company and any Sponsor Affiliates shall identify annually those assets which are eligible for FILOT payments under the FILOT Act and which the Company or any Sponsor Affiliate selects for such treatment by listing such assets in its annual PT-300S form (or comparable form) to be filed with the Department (as such may be amended from time to time) and that by listing such assets, such assets shall automatically become Economic Development Property and therefore be exempt from all ad valorem taxation during the Exemption Period. Anything contained in this Fee Agreement to the contrary notwithstanding, the Company and any Sponsor Affiliates shall not be obligated to complete the acquisition of the Project. However, if the Company, together with any Sponsor Affiliates, does not meet the Contract Minimum Investment Requirement within the Investment Period, the provisions of Section 4.03 hereof shall control. (c) The Company may add to the Land such real property, located in the same taxing District in the County as the original Land, as the Company, in its discretion, deems useful or desirable. In such event, the Company, at its expense, shall deliver an appropriately revised Exhibit A to this Fee Agreement, in form reasonably acceptable to the County.

  • Construction Phase Services 3.1.1 – Basic Construction Services

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