Transaction Payment Sample Clauses

Transaction Payment. If on or prior to April 30, 2002 the Company consummates a Transaction that was proposed on or prior to July 31, 2001 either non-publicly in writing to the Company or orally to the Company and discussed by the Board of Directors of the Company, or publicly, the Company shall make or cause to be made a payment, in cash and/or Acquiror Stock (as hereinafter provided), to each Seller equal in value to the number of Purchase Shares sold by such Seller pursuant to this Agreement multiplied by the excess, if any, of the Transaction Value over the Purchase Price (each, a "Transaction Payment"); provided that if only a portion of the shares of Common Stock are entitled to participate in such Transaction pursuant to the express terms of such Transaction, the number of Purchase Shares used in the foregoing calculation shall be adjusted by multiplying the relevant number of Purchase Shares by a fraction the numerator of which is the number of shares of Common Stock so entitled to participate in the Transaction and the denominator of which is the total number of shares of Common Stock outstanding as of the close of business on the record date for determining which shares are so entitled to participate or, if there is no such record date, as of the close of business on the day immediately prior to the consummation of such Transaction. If the consideration for such Transaction consists solely of shares of publicly traded common stock of the acquiring Person ("Acquiror Stock"), the Company shall be entitled to make or cause to be made all or any portion of the Transaction Payment to each Seller in the form of Acquiror Stock. If the consideration for such Transaction consists partially of Acquiror Stock, the Company shall be entitled to make or cause to be made a portion of the Transaction Payment to each Seller in the form of Acquiror Stock equal in value up to an amount determined by multiplying such Seller's Transaction Payment by a fraction the numerator of which is the value of Acquiror Stock received per share by holders of Common Stock in such Transaction (as determined in accordance with the definition of Transaction Value in Section 1.1) and the denominator of which is the Transaction Value. It shall be a condition to the delivery of Acquiror Stock in accordance with either of the two foregoing sentences that the Sellers receive (or as third party beneficiaries in respect of any Transaction agreement, are entitled to the benefit of) customary representations and ...
Sample 1
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Transaction Payment. As an inducement to Catholic Order of Foresters (“COF”) and CRIC2 Funds, LLC (“CRIC”) to continue to maintain their obligations under the Guaranties through the Closing, at the Closing Purchaser shall pay to Seller an amount equal to Sixty Thousand and 00/100 Dollars ($60,000.00) by wire transfer of immediately available funds in accordance with written instructions previously provided to Purchaser.
Sample 1
Transaction Payment. If at any time after the Closing and prior to January 31, 1998 (or prior to October 1, 1998 in the case of a Transaction proposed prior to January 31, 1998 either non-publicly in writing to ASCI or orally to ASCI and discussed by the Board of Directors of ASCI, or publicly, and not consummated or withdrawn as of January 31, 1998, it being agreed that a proposal shall be considered withdrawn if the proposer has not contacted the Company or made a public statement concerning the proposal for a period of more than 3 months as of January 31, 1998), ASCI consummates a Transaction which has not directly or indirectly been actively encouraged or supported by Kelsx, XXI Partners or their Affiliates after the date hereof, ASCI shall make a cash payment to ASI Partners equal to (i) the number of Purchase Shares sold pursuant to this Agreement multiplied by the excess, if any, of (A) the Transaction Value over (B) the Offering Price plus (ii) the number of Registered Shares sold by ASI Partners pursuant to this Agreement multiplied by the excess, if any, of (A) the Transaction Value over (B) the Net Offering Price. In the event that subsequent to the Closing there is a change in the number of shares of ASCI Common Stock issued and outstanding as a result of a reclassification, stock split (including a reverse split), stock dividend or distribution or other similar transaction or any other transaction that would cause an adjustment under Section 10 of the Warrant Agreement (as defined in Section 3.3(a)), the number of Purchase Shares and of Registered Shares used in the foregoing determination of the cash payment to ASI Partners shall be equitably adjusted to eliminate any dilutive or accretive effects of such event or transaction. Such payment shall be made in immediately available funds at the time of consummation of such Transaction or such later date as the value of any non-cash assets is determined for purposes of establishing the Transaction Value. ASCI shall also pay interest on any part of such payment made after consummation of such Transaction from the date of such consummation to the date of payment at an annual rate equal to the prime lending rate of Citibank, N.A. in effect at the time of consummation of such Transaction. Any action by any director of ASCI designated by ASI Partners taken in such director's capacity as a director in meetings of or discussions with other directors or with senior officers of ASCI, or any action by any direct or indirect par...
Sample 1
Transaction Payment. Within five (5) business days after receipt of an Event Notice, pursuant to Section 5.2.3 below, a Majority Interest of the holders of the shares of Series F Preferred Stock may provide the Corporation with written notice of its election to treat the Liquidity Event as a liquidation, dissolution or winding up of the Corporation in which case the Corporation and each holder of shares of Series F Preferred Stock shall require that prior to or concurrent with consideration from any such transaction being paid to the Corporation (if the consideration is to be received by the Corporation in an asset transaction) or by any third party to other shareholders of the Corporation (if the consideration is to be received directly by the shareholders in a merger or stock purchase transaction), a payment (the "Transaction Payment") shall be made to the holders of the shares of Series F Preferred Stock equal to the amount that the holders of shares of Series F Preferred Stock would have received had the entire consideration in the transaction with respect to a Liquidity Event involving the sale of all or substantially all of the assets of the Corporation, net of any liabilities of the Corporation not assumed or otherwise paid by the acquiring entity including, without limitation, taxes, fees and expenses arising in connection with such transaction, been deemed Available Assets for distribution to the shareholders of the Corporation upon liquidation pursuant to Section 3.1 hereof.
Sample 1
Transaction Payment. (a) Purchaser shall pay or cause the payment of the Transaction Payment to Seller or its designee, by wire transfer of immediately available funds to Seller’s Bank Account, on the earliest to occur of the following dates: (i) the third Business Day following the earlier of (1) the Long Stop Date if this Agreement has not been terminated prior to the Long Stop Date and Closing has not occurred on or before the Long Stop Date (whether or not this Agreement may be terminated following the Long Stop Date); and (2) an Article 8(3) Decision; (ii) the third Business Day following termination of this Agreement by Seller pursuant to Sections 8.1(b) or 8.1(e); and (iii) concurrently with termination of this Agreement by Purchaser pursuant to Sections 8.1(c), 8.1(d) or 8.1(e); provided that no Transaction Payment shall be payable to Seller pursuant to this Agreement if Seller is in material breach of any of its material obligations under this Agreement and such material breach has resulted in a Competition Law Approval required for the Closing not being obtained. In no event will Purchaser be obligated to pay the Transaction Payment on more than one occasion. (b) If the Transaction Payment is received by Seller and Closing subsequently occurs in accordance with this Agreement, then the amount of the Transaction Payment so received will be applied by Seller to the Purchase Price payable at Closing (thereby reducing the Purchase Price payable by Purchaser at Closing by the amount of the Transaction Payment received by Seller). (c) The parties agree that the Transaction Payment is a non-refundable amount payable to indemnify (in part) Seller for the risks of signing the Agreement, recognizing the possibility and risks that Closing may not occur because one or more of the conditions set forth in the Competition Condition may not be satisfied on or before the Long Stop Date and that the parties have agreed to defer payment of the Transaction Payment from the date of signing of this Agreement in accordance with Section 8.3(a) above. The Transaction Payment will not be refunded or repaid to Purchaser under any circumstance; provided that the foregoing will in no way limit any other rights or remedies available to Purchaser in connection with this Agreement. Purchaser agrees that the Transaction Payment is not intended to serve as liquidated damages or a penalty and agrees that, in the event Purchaser is found liable to Seller for breach of this Agreement in any legal action...
Sample 1
Transaction Payment. If, in connection with any Alternative Transaction or series or combination of such transactions which occur before November 17, 1999, including, but not limited to, a tender offer for the Notes by a third-party, or a merger or sale of the Company, but not including any series or combination of private sales of Notes among existing Noteholders which in total relate to less than 100% of the outstanding Notes, the Noteholders receive at least $30 million in cash, or if a cash distribution of at least $30 million is made under the Plan to the Noteholders, the Executive Management Group shall receive 10% of all value in excess of $30 million that is received by the Noteholders. Such amounts shall be allocated among the Executive Management Group in a manner and in an amount as determined by Mr. Xxxxxxxx. Xxr purposes of this Section 5.3, the term Note includes any securities of the Company the Notes are exchanged for or converted into.
Sample 1

Related to Transaction Payment

  • Consideration Payment 5.1 In consideration of the Company’s Services, the Client shall pay to the Company the Consideration to be stipulated in the Termsheet and all reasonable out of pocket expenses (if any) in accordance with the commercial terms and payment terms as detailed in the Separate Agreement. 5.2 The Company shall send its staff to check for the quality of completion of the Project(s) together with the Client. The Client shall pay for the Company’s Services within 90 days upon the completion of the Project(s) to the satisfaction of the Client. 5.3 The Company shall be entitled to the receivables from the Client for the percentage of Work completed. The date of payment of such Work is stated in the Termsheets and unless the Company is not satisfied with the quality of Work completed and/or the Client has not fulfilled the terms and conditions specified under the Termsheets.

  • Down Payment The Mortgagor has contributed at least 5% of the purchase price for the Mortgaged Property with his/her own funds.

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Transaction Bonus In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company's Board of Directors, which transaction results in the receipt by the Company's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a "Change in Control Transaction"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to three (3) times 50% of Executive's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, or which results in receipt of a premium for the Company's stockholders (a "Significant Event"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.

  • Retention Payment Subject to your compliance with Sections 6 and 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 6-month period beginning on the day following the Closing Date (as defined in the Merger Agreement) (the “Vesting Date”), you will receive a cash payment equal to (i) the aggregate amount described in Section 6.2(a) of the Employment Agreement, determined as if your employment with the Company was terminated by the Company without Cause as of the Closing plus (ii) an amount equal to the portion of the premiums the Company would need to pay to provide you with the benefits under Sections 6.2(b) and (c) for the 12 month period following the Vesting Date, based on the premium costs in effect as of the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate of these amounts will be paid to you in a lump sum on the third business day following the Release Effective Date (as defined below). You hereby agree that, notwithstanding anything contained in the Employment Agreement or any other agreement between you and the Company providing for severance or separation payments or benefits, you may either receive payment of amounts set forth in Section 2(a) or in Section 4, but in no event shall you be entitled to receive payment of both amounts; furthermore, you shall not be entitled to any severance or separation payments or benefits under the Employment Agreement (including under Sections 5 and 6 thereof) or under any other plan, program, policy, agreement or arrangement maintained by the Company, Parent or any of their respective affiliates, and all of your rights to such payments and benefits under the Employment Agreement and any such other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Vesting Date, you shall be eligible for severance benefits under either the applicable severance policy of Parent or one of its subsidiaries, as determined by Parent; provided, however, that you shall not receive credit for your service with Parent or the Company, or any of their respective subsidiaries, for the periods of employment that precede the Closing Date for any purpose under such policy, including eligibility, vesting or calculation of benefits.

  • 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.

  • Termination Payments In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this paragraph 4:

  • Tax Treatment of Swap Payments and Swap Termination Payments For federal income tax purposes, each holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Net WAC Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trust Administrator will account for payments to each Floating Rate Certificates as follows: each Floating Rate Certificate will be treated as receiving their entire payment from REMIC III (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in Swap Provider Fee), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Certificate. The REMIC regular interest corresponding to a Floating Rate Certificate will be entitled to receive interest and principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that (i) the maximum interest rate of that REMIC regular interest will equal the Net WAC Pass-Through Rate computed for this purpose by limiting the Swap Notional Amount of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance of the Mortgage Loans and (ii) any Swap Termination Payment will be treated as being payable solely from Net Monthly Excess Cashflow. As a result of the foregoing, the amount of distributions and taxable income on the REMIC regular interest corresponding to a Floating Rate Certificate may exceed the actual amount of distributions on the Floating Rate Certificate.

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one (1) year in duration shall be prorated on this basis. Except as provided in Article 16, Section C, Subdivision 4 which pertains to the separation payment to retirees, the separation payment will be made in cash.

  • Transaction Fee In connection with the creation or redemption of Creation Units, the Transfer Agent shall charge, and the Participant agrees to pay to the Transfer Agent, the Transaction Fee prescribed in the Prospectus and such additional amounts as may be prescribed pursuant to the Prospectus. Such Transaction Fee and additional amounts, if any, shall be included in the calculation of the Cash Component or Cash Redemption Amount payable or to be received, as the case may be, by the Participant in connection with the creation or redemption order.

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