Profit Cap Sample Clauses

Profit Cap. Notwithstanding anything to the contrary in Sections 6.01, 6.04 and 1.02(d) of this Agreement, Issuer will not be required to pay Grantee pursuant to any such provisions in excess of an aggregate of (x) $115,000,000 plus (y) the Exercise Price paid by Grantee for Issuer Common Stock acquired pursuant to the Stock Option minus (z) any amounts paid to Grantee by the Issuer pursuant to (i) Section 8.05(b) of the Merger Agreement, (ii) any cash paid pursuant to Section 6.01 or Section 6.04 and (iii) any cash paid pursuant to Section 1.02(d) (the "Profit Cap"). If the total amount that would otherwise be received by Grantee would exceed the Profit Cap, Grantee, at its election, shall either (i) reduce the number of shares of Issuer Common Stock subject to the Option, (ii) deliver to Company for cancellation shares of Issuer Common Stock previously purchased by Grantee, (iii) pay cash to Issuer, (iv) reduce the amount paid pursuant to Section 6.01, Section 6.04 or Section 1.02(d), or (v) any combination of the foregoing so Grantee's actually realized total profit, when aggregated with the Termination Fee actually paid to Grantee, shall not exceed the Profit Cap after taking into account the foregoing actions.

Profit Cap. Manager’s EBITDA derived from Management Fees under all Management Agreements shall, in each Fiscal Year, not exceed the greater of (a) an amount equal to $1,000,000 (the “Dollar Cap”) and (b) 0.5% of the combined equity value of the REIT and the OP on a consolidated basis per Fiscal Year (as calculated by multiplying the aggregate number of outstanding shares of the REIT and OP Units (excluding OP Units held by the REIT) by the Net Asset Value on a per unit basis as of the last business day of the prior Fiscal Year) (the “Equity Cap”). The Dollar Cap or Equity Cap, as applicable, shall be paid (i) in cash in an amount equal to the tax obligations of the Manager Equityholders resulting from the aggregate Management Fees earned in such Fiscal Year (up to a maximum rate of 25%) and (ii) with respect to the remaining portion of the Dollar Cap or Equity Cap, as applicable, in the form of OP Units issued to the Manager at a price per OP Unit equal to the Cash Amount (as defined in the OP LPA) as of the applicable date. The Equity Cap will reset each year as of the first business day of the Fiscal Year. Notwithstanding anything to the contrary in the OP LPA, the REIT and the OP hereby authorize the General Partner to cause the OP to issue the OP Units in accordance with this paragraph as and when Management Fees are due and payable under the applicable Management Agreement.

Profit Cap. Generex profits resulting from Generex's supply to Lilly of Product under the Manufacturing Agreement will be capped at * * * *.

Profit Cap. Generex profits resulting from Generex's supply to Lilly of Product under the Manufacturing Agreement will be capped at US$ [**] per [**] , not to exceed [**] percent ( [**] %) of Net Sales. The US$ [**] profit cap will be adjusted annually on the anniversary date of initial Product Launch using the Producer Price Index for indexing (Producer Price Index for finished goods less food and energy in July of 2000 = 147.5 (WPUSOP3500), base date 1982 = 100) to account for inflation. For the avoidance of any doubt, the Producer Price Index at the time of initial Product Launch will be the basis for such adjustment in profit cap, and the US$ [**] profit cap shall be held constant up to and including the initial Product Launch.