Anniversary Payment shall have the meaning set forth in Section 3.2(a)(ii) of this Agreement.
Anniversary Payment has the meaning set forth in Section 2.1(d)(iii).
Anniversary Payment means the sum of Qualifying Maintenance Revenues plus Qualifying License Revenues less $6,000,000 and less any adjustments as are specifically provided for in this Agreement, if necessary.
Examples of Anniversary Payment in a sentence
If You elect this rider after the Contract Issue Date, then Your initial Payment Base and Your initial Anniversary Payment Base are each equal to Your Contract Value as of the Rider Effective Date.
As further described below, the purchase price for the Transferred Assets shall be up to an amount equal to $294,000,000, exclusive of any applicable VAT and non-refundable, composed of the sum of the Closing Payment, the Anniversary Payment and the Milestone Payments (the “Purchase Price”).
We are currently in a dispute with the Bridg Stockholder Representative regarding the amount of the First Anniversary Payment.
The Purchaser’s obligation with respect to the First Anniversary Payment shall not be cancelable or conditioned upon any performance, rights or obligations of any Party under this Agreement or the Contract Research Agreement.
Your Payment Base and Your Anniversary Payment Base are each calculated without deduction for sales charges, if any.
More Definitions of Anniversary Payment
Anniversary Payment means, at the option of Loudeye subject to Section 2.1(c)(iv), (1) $3,000,000 in cash, or (2) such number of shares of Loudeye Common Stock as is equal to $3,000,000 divided by the Average Price (as defined below) or (3) a combination of cash and shares of Loudeye Common Stock such that the sum of (a) such cash amount and (b) the result obtained by multiplying such number of shares of Loudeye Common Stock by the Average Price equals $3,000,000; provided that from and after the occurrence of a Reorganization Event (as defined below), "ANNIVERSARY PAYMENT" shall mean $3,000,000 in cash. The shares of Loudeye Common Stock, if any, constituting the Anniversary Payment shall be referred to herein as the "DEFERRED SHARES." For purposes of this Article II, the term "LOUDEYE COMMON STOCK" shall include any other securities into which or 8 for which the Common Stock, par value $.001 per share, of Loudeye, may be converted or exchanged pursuant to a merger, consolidation, reorganization, recapitalization, tender offer, exchange offer, share exchange, sale of assets or other similar corporate rearrangement.
Anniversary Payment means $3,000,000 in cash. The shares of Loudeye Common Stock, if any, constituting the Anniversary Payment shall be referred to herein as the "DEFERRED SHARES." For purposes of this Article II, the term "LOUDEYE COMMON STOCK" shall include any other securities into which or 8 for which the Common Stock, par value $.001 per share, of Loudeye, may be converted or exchanged pursuant to a merger, consolidation, reorganization, recapitalization, tender offer, exchange offer, share exchange, sale of assets or other similar corporate rearrangement.
Anniversary Payment means: (I) with respect to the cash portion of the Anniversary Payment, Two Million Dollars ($2,000,000); provided, however, that if the wire transfer relating to the cash portion of the Anniversary Payment is not initiated by Loudeye on or prior to October 3, 2002, the cash portion of the Anniversary Payment shall be Two Million Two Hundred Thousand Dollars ($2,200,000), and (II) with respect to the Deferred Shares portion of the Anniversary Payment, One Million (1,000,000) shares of Loudeye Common Stock. Within Two (2) business days following the execution of this Amendment, Loudeye shall establish a segregated account and shall fund such account with the cash portion of the Anniversary Payment, and Loudeye shall maintain such account until the Anniversary Date related to the cash portion of the Anniversary Payment. The certificate(s) representing the Deferred Shares portion of the Anniversary Payment shall bear the following restrictive legend: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED PURSUANT TO THE PROVISIONS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER IS DELIVERED TO THE ISSUER STATING THAT SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION OR QUALIFICATION. NOTWITHSTANDING THE FOREGOING, SUBJECT TO THAT CERTAIN REGISTRATION RIGHTS AGREEMENT BETWEEN LOUDEYE TECHNOLOGIES, INC. AND CMGI, INC. DATED AS OF SEPTEMBER 25, 2001, THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED UNTIL TWELVE MONTHS FOLLOWING THE DATE OF ISSUANCE BY LOUDEYE CORP. OF THIS CERTIFICATE. In the event of any inconsistency between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control. Except as amended hereby, the Agreement remains in full force and effect. This Amendment may be executed in counterparts, including by facsimile, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.
Anniversary Payment means, for the first year, starting on the Issuance Date and ending on the day prior to the first anniversary date of the Issuance Date and, for each subsequent year, starting on the previous anniversary date of the Issuance Date and ending on the day prior to the current anniversary of the Issuance Date, an amount equal to (i) the sum of, for each day of that year, the Established Percentage multiplied by the Cash Position Amount for that day, (ii) divided by the number of Notes outstanding. That sum will be reset to zero for the purpose of calculating the following Anniversary Payment;
Anniversary Payment shall be One Million Dollars ($1,000,000). Subject to SECTION 2.1.1(g), Suburban and Purchaser shall only deliver, and the Company shall only be entitled to receive, the Third Anniversary Payment if and only if either:
Anniversary Payment means (i) a payment of $5.00 per Note (representing an annual return of 5.00% on the Principal Amount) on the first anniversary date of the Issuance Date of the Notes and (ii) as the case may be, a payment of $4.00 per Note (representing an annual return of 4.00% on the Principal Amount) on each subsequent anniversary date until and including the seventh anniversary date if the commodity reference price of each of the commodities comprising the Benchmark Portfolio on the fifth Business Day preceding any such anniversary date is higher than on the Issuance Date (provided, however, that if in respect of a particular commodity within the Benchmark Portfolio, the fifth Business Day preceding the applicable anniversary date is not a Commodity Business Day, then the commodity reference price for that commodity will be the commodity reference price on the next Commodity Business Day immediately following such date, subject to a Market Disruption Event). For avoidance of doubt, no payment will be made unless all of the commodities comprising the Benchmark Portfolio have a commodity reference price higher than on the Issuance Date. Moreover, no payment will be made or payable on account of the eighth anniversary of the Notes;
Anniversary Payment has the meaning set forth in Section 2.5;