Acceleration Payments definition

Acceleration Payments shall have the meaning set forth in Section 5.7.
Sample 1Sample 2Sample 3
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

  • For purposes of this Section 11.10, any Termination Fee payable hereunder shall be deemed to accrue as of the Termination Date, and any Reference Payments shall be deemed to accrue as of the Anniversary Date with respect to which they are to be calculated, however, Pro-Rata Reference Payments and Acceleration Payments shall be deemed to accrue as of the Trigger Date applicable to such payments.

  • Upon payment of such Change of Control Acceleration Payment or the final installment of the Deferred Acceleration Payments by Xxxxx Inc., neither SGASH nor Xxxxx Inc.

  • 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.

  • 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.

  • 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.

  • Whenever, by its actions or its communication (written or oral), a Friend of EWL acts against the values or the interests of the Association, the Board may decide, by simple majority, to suspend the membership of the Member organization.

  • Acceleration; Payments To Debentureholders......................................

  • If Resolution 1 is passed, the Company will be able to proceed with the QuadPay Acquisition and pay any Acceleration Payments which are deemed to be ‘termination benefits’ for the purpose of ASX Listing Rule 10.19 if and when such payment obligations arise.

  • Acceleration; Payments to Debentureholders..........................................

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.

  • Lease Termination Payments means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

  • 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 means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this 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 additional amounts required to be paid to a holder of any Note pursuant to Section 13 by reason of a Change in Tax Law; and a “Change in Tax Law” means (individually or collectively with one or more prior changes) (i) an amendment to, or change in, any law, treaty, rule or regulation of Canada after the date of the Closing, or an amendment to, or change in, an official interpretation or application of such law, treaty, rule or regulation after the date of the Closing, which amendment or change is in force and continuing and meets the opinion and certification requirements described below or (ii) in the case of any other jurisdiction that becomes a Taxing Jurisdiction after the date of the Closing, an amendment to, or change in, any law, treaty, rule or regulation of such jurisdiction, or an amendment to, or change in, an official interpretation or application of such law, treaty, rule or regulation, in any case after such jurisdiction shall have become a Taxing Jurisdiction, which amendment or change is in force and continuing and meets such opinion and certification requirements. No such amendment or change shall constitute a Change in Tax Law unless the same would in the opinion of the Company (which shall be evidenced by an Officer’s Certificate of the Company and supported by a written opinion of counsel having recognized expertise in the field of taxation in the Taxing Jurisdiction, both of which shall be delivered to all holders of the Notes prior to or concurrently with the Tax Prepayment Notice in respect of such Change in Tax Law) affect the deduction or require the withholding of any Tax imposed by such Taxing Jurisdiction on any payment payable on the Notes.

  • Change in Control Payments means any payments made or to be made by the Company to the Company Key Employees or any other Person pursuant to that certain Data Management & Research, Inc. Change in Control Plan dated as of August 1, 2000 or otherwise as a result of the consummation of the transactions contemplated by this Agreement, including any Taxes paid or payable by the Company as a result of such payments.

  • 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.

  • Exception Payments means payments to deposit accounts or brokerage accounts, payments to settle securities transactions (including, without limitation, stocks, bonds, securities, futures (forex), options, or an investment interest in any entity or property).

  • Change of Control Payments means any and all bonuses or other obligations or payments arising or payable as a result of or in connection with the transactions contemplated hereby (whether due at or after the Closing, with or without the passage of time or occurrence of other events, or otherwise).

  • 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 payments due on Capital Leases and mortgaged real properties (including any Mortgaged Properties) during the applicable period ending on the date of determination).

  • Acceleration Date on any Security means the date, if any, 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 date on which the RECIPIENT is required to repay to ECOLOGY any outstanding balance of the loan and all accrued interest.

  • 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).