Acceleration Payments definition

Acceleration Payments shall have the meaning set forth in Section 5.7.
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Acceleration Payments. Section 4.8 "Acquisition Proposal" Section 4.2 "Agreement" Preamble "Alternative Transaction" Section 7.1(e) "Antitrust Division" Section 5.1 "Applicable Merger Price" Section 1.7(b) "Asset Disposition" Recitals "Benefit Costs" Section 2.11 "CCC" Section 2.2 "CCC Common Stock" Section 2.3(b) "CCC SEC Reports" Section 2.7(a) "CCC Series C Preferred Stock" Section 2.3(b) "CCC Series D Preferred Stock" Section 2.3(b) "CCC Series E Preferred Stock" Section 2.3(b) "Certificate" Section 1.7(b) "Certificate of Merger" Section 1.2 "Code" Section 1.7(d) "Common Stock Merger Price" Section 1.11(a) "Company" Preamble "Company Common Stock" Recitals "Company Deposit" Section 1.7(a) "Company Disclosure Schedule" Section 2.3(a) "Company Intangible Property Rights" Section 2.18(a) "Company Permits" Section 2.6(b) "Company Plans" Section 2.11 "Company SEC Reports" Section 2.7(a) "Company Series A Preferred Stock" Recitals "Company Series B Preferred Stock" Section 2.3(a) "Company Stock" Recitals "Company Stockholders Meeting" Section 2.13 "Deferral Plans" Section 4.3 "DGCL" Recitals "Dissenting Shares" Section 1.7(e) "Effective Time" Section 1.2 "Environmental Laws" Section 2.17 "ERISA" Section 2.11 "Exchange Act" Section 2.5(a) "Exchange Agent" Section 1.7(a) "Exchange Fund" Section 1.7(a) "Excluded Assets" Recitals "Excluded Liabilities" Recitals "FTC" Section 5.1 "HSR Act" Section 2.5(d) "Incentive Plan" Section 4.3 "IRS" Section 2.11 "Laws" Section 2.5(c) "Liens" Section 2.3(a) "Material Adverse Effect" Section 1.13 "Merger" Recitals "MergerCo" Preamble "Merger Price" Section 1.11(a) "NWA Preferred" Section 2.7(c) "Options" Section 2.7(c) "Parent" Preamble "PBGC" Section 2.11 "Proxy Statement" Section 2.13 "Purchasing LLC" Recitals "SEC" Section 2.7(a) "Securities Act" Section 2.3(a) "September 30, 1997 Balance Sheet" Section 2.9 "September 30 Cash Amount" Section 2.7(c) "Series A Merger Price" Section 1.7(b) "Share" Recitals "Statement of Assets" Section 1.11(b) "Stockholders Agreement" Section 4.1(a) "Surviving Corporation" Section 1.1(a) "Tax" or "Taxes" Section 2.16(a) "Tax Returns" Section 2.16(a) "Third Party" Section 7.1(e)
Sample 1

Examples of Acceleration Payments in a sentence

  • Such Acceleration Payments shall be made by Buyer with the first payment being due and payable six (6) months after the Acceleration Event and the remaining two (2) payments being due and payable eighteen (18) months and thirty (30) months, respectively, after the Acceleration Event.

  • Seller shall in good faith consider Buyer’s comments to Seller’s calculation of the Severance and Acceleration Payments (such calculation, as may be adjusted pursuant to the foregoing, the “Severance and Acceleration Payment Amount”) and the Purchase Price.

  • The value of any unvested equity incentive award of Seller set forth on a revised Schedule 3.9(c) of the Disclosure Schedules and included in the Severance and Acceleration Payments and accelerated as provided by this Section 5.5(b) shall be determined on the basis of the last closing price of Seller’s common stock as reported on the Nasdaq Stock Market immediately preceding the Closing Date.

  • In the event of a partial withdrawal from the contract, after Acceleration Payments have been made, the Maximum Monthly Benefit is defined as the lesser of: 1.

  • No less than three Business Days prior to the Closing Date, Seller shall deliver to Buyer Seller’s good faith calculation (including any reasonable back-up documentation supporting such calculation) of the Severance and Acceleration Payments and based on such calculation, the Purchase Price.

  • If Subscriber elects to receive Late Conversion Payments under this Section, Subscriber will not be entitled to request Acceleration Payments under the Certificate of Designation with respect to the shares of Preferred Stock for which Late Conversion Payments were received, and agrees that such rights with respect to such late conversion will be waived by acceptance of Late Conversion Payments hereunder.

  • Notwithstanding any covenant in this Article IV, in addition to any payments required to be made by the Company pursuant to Section 4.3, the Company may pay, on or prior to December 30, 1997, to the participants in the Deferral Plans an aggregate amount of up to $7,500,000 (the "Acceleration Payments") as an incentive for participants in the Deferral Plan to agree to permit the Company to accelerate the payment to them of certain amounts under such Deferral Plan.

  • Acceleration; Payments To Debentureholders 25 ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY 25 Section 4.01.

  • Notwithstanding the provisions above, Seller shall have the right to elect not to accept the Acceleration Payments in lieu of Buyer’s obligation to make Earnout Payments (such election to be provided within thirty (30) days following receipt by Seller of the notification of the Acceleration Event) in which event Buyer’s obligation to make Earnout Payments shall continue pursuant to this Section 2.8 during the Post-Closing Earnout Period.

  • Notwithstanding the foregoing, timely payment of all Account Balances payable under the Plan (including, without limitation, Acceleration Payments and Early Tax Obligations) shall be fully guaranteed by BFBI.

Related to Acceleration Payments

  • Termination Payments has the meaning specified in Section 10(a).

  • Amortization Payment shall have the meaning set forth in Section 2(d).

  • Termination Payment has the meaning set forth in Section 6.03.

  • Obligation Acceleration means one or more Obligations in an aggregate amount of not less than the Default Requirement have become due and payable before they would otherwise have been due and payable as a result of, or on the basis of, the occurrence of a default, event of default or other similar condition or event (however described), other than a failure to make any required payment, in respect of a Reference Entity under one or more Obligations.

  • Principal Payments means all payments of principal made pursuant to the terms of the Note.

  • Amortization Payment Date shall have the meaning set forth in Section 2(d).

  • Event Payments has the meaning set forth in Section 6.1(d).

  • Aggregate Payments as defined in Section 7.2.

  • Swap Termination Payment Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Swap Administrator to the Swap Provider from payments from the Trust Fund, or by the Swap Provider to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant to the terms of the Swap Agreement.

  • Additional Payments means the amounts required to be paid by the Company pursuant to the provisions of Section 4.2 hereof.

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

  • Loan Payments means the amounts required to be paid by the Company in repayment of the Loan pursuant to Section 4.1 hereof.

  • Deferred Payments means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Change of Control Payments means all change of control, bonus or other similar payments that are payable by the Company Group to any Person in conjunction with the consummation of the transactions contemplated hereby, together with any employer-paid portion of any employment and payroll taxes related thereto.

  • Scheduled Funded Debt Payments means, as of any date of determination for the Borrower and its Subsidiaries, the sum of all scheduled payments of principal on Funded Debt for the applicable period ending on the date of determination (including the principal component of payments due on Capital Leases during the applicable period ending on the date of determination).

  • Acceleration Date on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security.

  • Termination Payment Date means the earlier of the first Distribution Date following the liquidation or sale of the Receivables as a result of an Insolvency Event and the occurrence of the Scheduled Series 1995-1 Termination Date.

  • Interest Accrual Amount As to any Distribution Date and any Class of Class A Certificates (other than the Class A-PO Certificates), (a) the product of (i) 1/12th of the Class A Pass-Through Rate for such Class and (ii) the Principal Balance of such Class as of the Determination Date preceding such Distribution Date minus (b) the Class A Interest Percentage of such Class of (i) any Non-Supported Interest Shortfall allocated to the Class A Certificates with respect to such Distribution Date, (ii) the interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class A Certificates with respect to such Distribution Date pursuant to Section 4.02(e) and (iii) the interest portion of any Realized Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no Interest Accrual Amount. As to any Distribution Date and any Class of Class B Certificates, an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate and the Principal Balance of such Class as of the Determination Date preceding such Distribution Date minus (ii) the Class B Interest Percentage of such Class of (x) any Non-Supported Interest Shortfall allocated to the Class B Certificates with respect to such Distribution Date and (y) the interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class B Certificates with respect to such Distribution Date pursuant to Section 4.02(e).

  • Compensation Payment means a payment, whether in monetary form or in the form of a benefit or service, by or on behalf of an insurer to a complainant to compensate the complainant for a proven or estimated financial loss incurred as a result of the insurer’s contravention, non-compliance, action, failure to act, or unfair treatment forming the basis of the complaint, where the insurer accepts liability for having caused the loss concerned, but excludes any –

  • Balloon Payments means with respect to any loan constituting Indebtedness, any required principal payment of such loan which is payable at the maturity of such Indebtedness, provided, however, that the final payment of a fully amortized loan shall not constitute a Balloon Payment.

  • Non-Payment Default means any event (other than a Payment Default) the occurrence of which entitles one or more Persons to accelerate the maturity of any Designated Senior Indebtedness.

  • Early Termination Payment is defined in Section 4.3(b) of this Agreement.

  • Defaulted Swap Termination Payment Any Swap Termination Payment required to be paid by the Trust to the Swap Provider pursuant to the Interest Rate Swap Agreement as a result of an Event of Default (as defined in the Interest Rate Swap Agreement) with respect to which the Swap Provider is the defaulting party or a Termination Event (as defined in the Interest Rate Swap Agreement) (other than Illegality or a Tax Event that is not a Tax Event Upon Merger (each as defined in the Interest Rate Swap Agreement )) with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement).

  • Installment Payments shall have the meaning set forth in Section 5(b)(ii).

  • Scheduled Payments means, as to each Insured Distribution Date, payments which are required to be made to Holders in accordance with the original terms of the Obligations when issued and without regard to any subsequent amendment or modification of the Obligations or of the Indenture except amendments or modifications to which Financial Security has given its prior written consent, which payments are (i) the Noteholders' Interest Distributable Amount with respect to the related Distribution Date, (ii) the Noteholders' Remaining Parity Deficit Amount with respect to the related Distribution Date and (iii) with respect to the Final Scheduled Distribution Date for any class of Obligations, the outstanding principal amount of such class on such Final Scheduled Distribution Date, after taking into account reductions on such Date of such outstanding principal amount from all sources other than this Policy. Scheduled Payments do not include payments which become due on an accelerated basis as a result of (a) a default by the Obligor, (b) an election by the Obligor to pay principal on an accelerated basis, (c) the occurrence of an Event of Default under the Indenture or (d) any other cause, unless Financial Security elects, in its sole discretion, to pay in whole or in part such principal due upon acceleration, together with any accrued interest to the date of acceleration. In the event Financial Security does not so elect, this Policy will continue to guarantee payment on the Obligations in accordance with their original terms. Scheduled Payments shall not include (x) any portion of a Noteholders' Interest Distributable Amount due to Holders because the appropriate notice and certificate for payment in proper form as required by paragraph 2 hereof was not timely Received by Financial Security, (y) any portion of a Noteholders' Interest Distributable Amount due to Holders representing interest on any Noteholders' Interest Carryover Amount accrued from and including the date of payment of the amount of such Noteholders' Interest Carryover Amount pursuant hereto or (z) any Note Prepayment Amounts, unless Financial Security elects, in its sole discretion, to pay such amount in whole or in part. Scheduled Payments shall not include any amounts due in respect of the Obligations attributable to any increase in interest rate, penalty or other sum payable by the Obligor by reason of any default or event of default in respect of the Obligations, or by reason of any deterioration of the credit worthiness of the Obligor, nor shall Scheduled Payments include, nor shall coverage be provided under this Policy in respect of, any taxes, withholding or other charge with respect to any Holder imposed by any governmental authority due in connection with the payment of any Scheduled Payment to a Holder.