Phase II Distribution Sample Clauses

Phase II Distribution. Promptly after the date of the Phase II Triggering Event, Purchaser shall distribute to each Seller (a) such Seller's Percentage Interest of an aggregate number of shares of Purchaser Common Stock equal to the quotient of (i) Four Million Three Hundred and Seventy Five Thousand and No/100 Dollars ($4,375,000) divided by (ii) the average US dollar share price on the primary market for the Purchaser Common Stock over the ten (10) trading day period ending on the last trading day immediately prior to the Phase II Triggering Event, and (b) such Seller's Percentage Interest of One Hundred Thousand and No/100 Dollars ($100,000), payable either in cash or in Purchaser Common Stock (at the price determined by Section I.D.2(a)(ii) above), at Purchaser's option. If at the Phase II Triggering Event the value of subpart (a)(ii) above is below 60% or above 140% of the Closing Value, the value of subpart (a)(ii) above shall instead equal 60% or 140% of the Closing Value, respectively. "Phase II Triggering Event" means that Company's Gross Revenue within the first twelve months after January 1, 2007, equals or exceeds ten million dollars ($10,000,000), or, within the first eighteen months after January 1, 2007, equals or exceeds fifteen million dollars ($15,000,000), or within the first twenty four months after January 1, 2007, equals or exceeds twenty million dollars ($20,000,000). "Gross Revenue" means the total gross amount invoiced directly by PharmaForm to third parties for goods, services or licensing, before: (a) trade and reasonable and customary cash discounts; (b) refunds, rebates, retroactive price adjustments and any other allowances that effectively reduce the invoiced amount; (c) returns, credits and allowances; and (d) freight, taxes and insurance, but excludes all amounts invoiced or revenue received by Company from business conducted between Company and Purchaser, Purchaser's successors or assigns, or Purchaser's Affiliates other than Company; provided, however, that:
Sample 1
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Related to Phase II Distribution

  • Final Distribution The liquidator will distribute any assets remaining after the discharge or accommodation of the Company’s debts, obligations and liabilities to the Member.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Liquidation Distribution Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

  • Final Distributions Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

  • Liquidating Distribution In the event of the dissolution of the Partnership for any reason, the Partnership assets shall be liquidated for distribution in the following rank and order:

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

  • REMIC Distributions On each Distribution Date the Trustee shall be deemed to have allocated distributions to the REMIC I Regular Interests, REMIC II Regular Interests, Class CE Interest, Class P Interest and Class IO Interest in accordance with Section 5.07 hereof.

  • Preferred Distributions For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries or REIT. Preferred Distributions shall not include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

  • Allocations Distributions Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member. Each distribution of cash or other property by the Company shall be made 100% to the Member. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

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