Sale Payment Sample Clauses

Sale Payment. If during the twenty-four (24) month period following a Change in Control that occurs during the Term of the Agreement (1) Employee is terminated by Cboe or a successor employer without Cause or (2) Employee terminates his employment with Cboe or a successor employer for Good Reason, in lieu of any payments to which Employee may otherwise be entitled under Section 5 hereof, and subject to Sections 12 and 21, Employee shall be paid the following (the “Sale Payment”): (i) his accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination) through the date of termination, and (ii) the Severance Benefits (payable on the same terms and conditions as described in Section 5(b) of this Agreement, except that Employer’s obligation for supplemental medical premium reimbursement shall be for a period of eighteen (18) months, instead of six (6) months, following the initial eighteen (18) month COBRA premium reimbursement period, subject to earlier termination on the terms described in Section 5(b)). For purposes of this Agreement, a “Change in Control” means the first to occur of the following:
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Sale Payment. The MARC Principals shall have paid to First Union the amount, if any, required by Section 2.1 hereof.
Sample 1
Sale Payment. Founder hereby purchases from the Company, ------------- subject to the terms hereof, 966,556 shares of Common Stock (the "Common Stock Purchased Shares") and 22,976 shares of Series A Preferred Stock (the "Series A Preferred Stock Purchased Shares" and, with the Common Stock Purchased Shares, the "Purchased Shares") of the Company. In exchange for the Purchased Shares, the Founder hereby assigns to the Company all right, title and interest in and to the Founder's membership interest (as defined in Section 17001(z) of the California Limited Liability Company Act) (the "Interest" or "Purchase Price") in Nutrition Direct, LLC, a California limited liability company (the "LLC") operating pursuant to that certain limited liability company operating agreement among the Founder and the other members signed on or about January 9, 1998 (the "LLC Agreement"). The Company and the Founder agree that the fair market value of the Interest is approximately equal to the Fair Market Value of the Purchased Shares.
Sample 1
Sale Payment. The Company and I agree, understand and acknowledge that pursuant to the Plan, upon a “Sale of the Company” (as defined in the Plan), to the extent that I am a participant in the Plan, I would be entitled to certain payments, rights and benefits. The Company and I agree, understand and acknowledge that the Sale would constitute a “Sale of the Company” (as defined in the Plan). I agree, understand and acknowledge that, absent this Agreement, pursuant to the Sale and as a result of my participation in the Plan, I would be entitled to approximately a % interest in the total consideration received by the equity holders of the Company equal to a pre-tax consideration amount of $ million of cash, $ million of the Contingency Cash Payment (as defined in the Merger Agreement), shares of common stock of the Employee Company Acquiror (or an affiliate thereof) and shares of the Contingency Stock Payment (as defined in the Merger Agreement) (collectively, with any other payment, right and benefit, including any payments that might otherwise become due and owing under the Plan upon a Separation from Service (as defined in the Plan), that I would be entitled to under the Plan, the “Released Payment”). I hereby agree, understand and acknowledge that upon the consummation of the Sale in lieu of any benefits or payment provided for under the Plan, including without limitation, the Released Payment, the sole payment that the Company (or any other person or entity) shall thereafter owe me with respect to the Plan, shall be those amounts owed to me (as a Phantom Equity Holder or Contribution Consideration Recipient (each such capitalized term as defined in the Merger Agreement)) pursuant to the Merger Agreement and the Flow of Funds Memo (as defined in the Merger Agreement) which will be consistent with the Discussion Materials (collectively, the “Sale Payments”). The Sale Payments shall be made according to the terms of the Merger Agreement, including the payment, restriction, vesting, and divesting conditions as set forth therein and as described in the Discussion Materials, attached hereto as Exhibit B (the “Discussion Materials”). No changes shall be made to the Merger Agreement (or ancillary documents related thereto), Flow of Funds Memo or Discussion Materials, that adversely affect the Sale Payments to be received by me or my registration rights with respect thereto. The Company will withhold taxes and report the Sale Payments to tax authorities as it determines it is ...
Sample 1
Sale Payment. If during the eighteen (18)-month period following a Change in Control that occurs during the Term of the Agreement (1) Employee is terminated by Employer or a successor employer without Cause or (2) Employee terminates his employment with Employer or a successor employer for Good Reason, in lieu of any payments to which Employee may otherwise be entitled under Section 5 hereof, and subject to Sections 12 and 21, Employee shall be paid the following (the “Sale Payment”): (i) his accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination) through the date of termination, (ii) the Pro-Rated Bonus, (iii) a lump sum severance payment in an amount equal to the sum of (A) two (2) times Employee's annual rate of Base Salary in effect on the date of termination and (B) two (2) times the target bonus for the year in which Employee's employment is terminated, (iv) the Pro-Rated Equity Award, and (v) a lump sum cash payment in an amount equal to the aggregate amount of all Employer contributions that Employee or his account would have received for a period equal to two years under the following Benefit Plans: (A) Chicago Board Options Exchange SMART Plan; (B) Chicago Board Options Exchange Supplemental Executive Retirement Plan; and (C) Chicago Board Options Exchange Executive Retirement Plan, or in each case any successor plan. The Sale Payment shall be payable on the same terms and subject to the same conditions as described in Section 5(b) of this Agreement for the Pro-Rated Bonus, Severance Payment, and Benefit Plan Payment. In addition, Employee shall be entitled to the Insurance Premiums on the same terms and subject to the same conditions as described in Section 5(b) of this Agreement; provided, however, that Employer's obligation to reimburse any retiree medical premiums shall be for a period of eighteen (18) months instead of six (6) months, subject to earlier termination on the terms as described in Section 5(b); and provided further that any payments or reimbursements for retiree medical plan premiums will be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). For purposes of this Agreement, a “Change in Control” shall be deemed to occur on the effective time of (i) a merger or consolidation of CBOE or Holdings with one (1) or more other corporations as a result of which holders of the outstanding capital stock of CBOE or Holdings entitled to vote for the election of...
Sample 1
Sale Payment. If during the eighteen (18) month period following a Change in Control that occurs during the Term of the Agreement (1) Employee is terminated by Employer or a successor employer without Cause or (2) Employee terminates his employment with Employer or a successor employer for Good Reason, in lieu of any payments to which Employee may otherwise be entitled under Section 5 hereof, and subject to Sections 12 and 21, Employee shall be paid the following (the “Sale Payment”): (i) Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination) through the date of termination; (ii) The Pro-Rated Bonus; (iii) A lump sum cash severance payment in an amount equal to the sum of (A) two (2) times Employee’s annual rate of Base Salary in effect on the date of termination and (B) two (2) times the target bonus established by the Committee for the year in which Employee’s employment is terminated, to be paid within thirty (30) days of termination; (iv) A lump sum cash payment in an amount equal to the aggregate amount of all Employer contributions that Employee or his account would have received had his employment continued for a period equal to two (2) years under the following Benefit Plans: (A) Chicago Board Options Exchange SMART Plan; and (B) Chicago Board Options Exchange, Incorporated Supplemental Retirement Plan, or in each case any successor plan, to be paid within thirty (30) days of termination; (v) The Bats Equity Acceleration; (vi) The Special RSU Acceleration; and (vii) The Insurance Premiums (for a period of eighteen (18) months).
Sample 1
Sale Payment. A payment (the "Sale Payment") in an amount equal to the following: (i) if the gross sales price for such Project exceeds the Project Allocation Amount with respect to such Project, an amount equal to fifty percent (50%) of the difference between the applicable Project Allocation Amount for such Project and the indebtedness secured by the Project which is repaid at the closing of such sale; or (ii) if the Project Allocation Amount with respect to such Project exceeds the gross sales price for such Project, an amount equal to fifty percent (50%) of the difference between the gross sales price for such Project and the indebtedness secured by such Project which is repaid at the closing of such sale. The Xxxxxx Loan will be evidenced by two (2) separate Secured Promissory Notes (each, a “Xxxxxx Note”), each in the original principal amount of $3,000,000. The repayment of each of the Xxxxxx Notes will be secured by, among other things, a deed of trust on one or more of the Projects. As set forth in each of the Xxxxxx Notes, the lenders thereunder have agreed that, in connection with the sale of one or more of the Projects securing repayment of such Xxxxxx Note, that in lieu of repaying the applicable Note with the proceeds from such transaction that the applicable Project may be replaced by a substitute property (including one or more of the Projects) (a “Substitute Property”) on terms and conditions set forth in the applicable Xxxxxx Note. In the event a Project securing repayment of a Xxxxxx Note is properly replaced by a Substitute Property in accordance with the terms of the Note, then for purposes of calculating the Sale Payments for purposes of Section 3.3.2(a)(i) and (ii), the amount owing under the applicable Xxxxxx Note shall not be included in calculating the aggregate indebtedness being repaid at the closing of such sale.
Sample 1
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Sale Payment. FCStone Financial shall issue payment in fall for the Sale Proceeds by wire transfer to the account of Merchant on the next Business Day after the warehouse receipt and any required consents and documents are delivered to FCStone Financial or its Custodian.
Sample 1

Related to Sale Payment

  • PRE-PAYMENT The Tenant shall: (check one)

  • PRICE & PAYMENT (a) The purchase price for the Products will be the price for the Products in effect at the time of the issued quotations or proposals for the Products, unless otherwise agreed upon in writing by the parties. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by Xxxxx. (b) Buyer will pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. Unless otherwise agreed to in writing by Seller, Xxxxx will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill or lading indicating delivery to carrier. (d) Unless otherwise noted on the face of these terms and conditions, invoices are payable upon receipt in RMB funds, in no event greater than 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon Xxxxx’s failure to pay invoices as required and shipments of Products may be suspended or cancelled. Interest may be charged by Seller at the highest rate allowable by law. Xxxxx agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by Xxxxx. (g) Seller may change payment terms at any time, upon written agreement by Xxxxx.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Upfront Payment Upon the execution of this Agreement, the Lessee shall pay to the Lessor the following: (check one) ☐ - First Month’s Rent of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) ☐ - Last Month’s Rent of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) ☐ - Security Deposit of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) POSSESSION. Possession shall commence on [MM/DD/YYYY], unless otherwise agreed upon. The Lessor shall use due diligence to give possession as nearly as possible at the beginning of the Term. The Rent shall be prorated in consideration of any delay in providing possession, but the Term shall not be extended as a result of such delay. The Lessee shall make no other claim against the Lessor for the delay in obtaining possession of the Premises.

  • Distribution Assistance Fees (Asset-Based Sales Charge) Payments In its sole discretion and irrespective of whichever alternative method of making service fee payments to Recipients is selected by the Distributor, in addition the Distributor may make distribution assistance fee payments to a Recipient quarterly, or at such other interval as deemed appropriate by the Distributor, within forty-five (45) days after the end of each calendar quarter or other period, at a rate not to exceed 0.1875% (0.75% on an annual basis) of the average during the period of the aggregate net asset value of Shares computed as of the close of each business day constituting Qualified Holdings owned beneficially or of record by the Recipient or its Customers until such Shares are redeemed or converted to another class of shares of the Fund, provided, however, that a majority of the Independent Trustees may, but are not obligated to, set a time period (the "Recipient Maximum Holding Period") for making such payments. Distribution assistance fee payments shall be made only to Recipients that are registered with the SEC as a broker-dealer or are exempt from registration. The distribution assistance to be rendered by the Recipients in connection with the sale of Shares may include, but shall not be limited to, the following: distributing sales literature and prospectuses other than those furnished to current Shareholders, providing compensation to and paying expenses of personnel of the Recipient who support the distribution of Shares by the Recipient, and providing such other information and services in connection with the distribution of Shares as the Distributor or the Fund may reasonably request.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Up-Front Payment At all times during the Effective Period other than those periods for which payment of all Billed Amounts is By Invoice, Customer shall maintain on file with 8x8 or the billing 8x8 Affiliate (as applicable) complete, accurate, and up-to-date information for at least one valid, working credit card or Customer account (sufficient to permit ACH withdrawals). Payment of all Billed Amounts – other than those for which 8x8 has agreed to payment By Invoice – shall be by charge to such credit card(s) or by ACH withdrawal from such account(s), at or near time of billing, and Customer hereby authorizes 8x8 to make such charges or withdrawals. Where payment is by such charge or withdrawal, (a) 8x8 shall post a statement of the Billed Amounts in the relevant account at or near the time of the first attempted charge or withdrawal and shall thereafter make commercially reasonable efforts to notify Customer by email and/or telephone if the charge or withdrawal is not successful and (b) Billed Amounts shall be due within fourteen (14) days of such posting.

  • One-Time Payment Tenant shall pay to Landlord a one-time payment in the amount of Fifty Thousand and No/100 Dollars ($50,000.00), payable within thirty (30) days of the Effective Date and subject to the following conditions precedent: (a) Tenant’s receipt of this Amendment executed by Landlord, on or before October 29, 2017; (b) Tenant’s confirmation that Landlord’s statements as further set forth in this Amendment are true, accurate, and complete, including verification of Landlord’s ownership; (c) Tenant’s receipt of any documents and other items reasonably requested by Tenant in order to effectuate the transaction and payment contemplated herein; and (d) receipt by Tenant of an original Memorandum (as defined herein) executed by Landlord.

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

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