Contingent Payment Right definition

Contingent Payment Right has the meaning set forth in the Recitals.

Contingent Payment Right has the meaning set forth in Section 2.3(a).

Contingent Payment Right means the contingent payment right substantially in the form attached as Exhibit H hereto, such contingent payment rights to be issued by Parent at the Merger Effective Time.

Examples of Contingent Payment Right in a sentence

• The Contingent Payment Right shall only have recourse to the ERG Proceeds remitted to the ERG Pledged Account up to an aggregate amount of$70 million and shall not have recourse to the Reorganized Debtors.

• All shares of Common Stock delivered upon conversion of the Contingent Payment Right shall be newly issued shares or shares held in treasury by the Company, shall have been duly authorized and validly issued and shall be fully paid and nonassessable, and shall be free from preemptive rights and free of any Lien or adverse claim.

• FOR VALUE RECEIVED, the Payors and TBG Holdings, jointly and severally, hereby unconditionally promise to pay to the Payee, upon each Monetization Event occurring on or before [_____________], 2023, an amount equal to 15% of the Net Proceeds of such Monetization Event; provided, that the amount payable under this Contingent Payment Right (aggregated over all such Monetization Events) shall not exceed the Contingent Payment Amount.

• In the event of (i) any partial exercise of this Contingent Payment Right or (ii) a Cashless Conversion that does not reduce the Contingent Payment Right Share Number to zero, a new Contingent Payment Right representing the remaining portion of the Contingent Payment Right Share Number shall be issued to the Holder concurrently with the applicable Cash Payment or the delivery of the applicable Contingent Payment Right Shares, as applicable.

• The Company will use its commercially reasonable efforts to procure, subject to issuance or notice of issuance, the listing of any Contingent Payment Right Shares issuable upon Cashless Conversion of this Contingent Payment Right on the principal stock exchange on which shares of Common Stock are then listed or traded.

More Definitions of Contingent Payment Right

Contingent Payment Right means this Contingent Payment Right and any other contingent payment rights of like tenor issued in substitution or exchange for any thereof pursuant to the provisions of Section 2(f) hereof.

Contingent Payment Right means the right to receive an amount equal to (i) the Contingent Payment divided by (ii) (x) the Number of Shares and Options Outstanding less (y) the number of Specified Rollover Options, which right shall not be assignable or otherwise transferable except by operation of law (including the laws of descent and distribution) or by intestacy and shall otherwise be subject to the terms of the Escrow Agreement.

Contingent Payment Right shall have the meaning set forth in Section 3(c) below.

Contingent Payment Right. A membership interest in the SPIP LLC which is entitled to distributions of any revenue with respect to the Current Patent Portfolio reasonably promptly following the receipt of such revenue equal to 22% of any “Net Recovery.” For the sake of clarity, in the event of a sale or assignment of IDT’s interest in New SPIP or SPIP LLC, the proceeds of such sale or assignment shall belong entirely to IDT, and the parties hereto have no Contingent Payment Right with respect to such proceeds. “Net Recovery” means all revenue received by SPIP LLC as the result of any license, transfer, or assignment of any part of the Current Patent Portfolio, or any settlement, award, or judgment involving any part of the Current Patent Portfolio, less out-of-pocket third party fees, expenses and costs actually incurred by SPIP LLC or IDT, and the reasonable services provided by IDT its employees or executives, after the Effective Date (including any payment made to law firms and other vendors following the Effective Date regardless of when those payments were earned) in patent prosecution or patent litigation (if any) related to the settlement award or judgment resulting in such revenue, including but not limited to any attorneys’ fees, consultant or court costs, fees of experts and other costs and expenses related to the assertion of the patent rights. Net Recovery to be subject to verification through an audit procedure, not to be exercised more than once per year (the cost of which shall be paid by the Trust). Trust:2 Straight Path to form a trust (the “Trust”) and transfer the Contingent Payment Right to such trust in exchange for a single class of beneficial interests in such trust. If the independent directors of Straight Path immediately prior to the Effective Time are not the initial trustees of such trust, any replacement trustees must be third parties who had no involvement whatsoever in resolving the disputes underlying this settlement agreement and must be approved by IDT, such consent not to be unreasonably withheld, delayed or conditioned. The trust interests will be non-transferable and non-assignable, in whole or in part. The interests will not be registered as securities under the U.S. Securities Exchange Act of 1934, as amended. Straight Path to fund the trust in the amount of $4.5 million to pay all expenses of the trust, including administration expenses, compensation, fees and expenses of the trustees, indemnification amounts, insurance premiums, and fees and ...

Contingent Payment Right means the right to receive from Reorganized Avianca S.A. on each Contingent Payment Date the share of the Contingent Principal Amount, if any, for such Contingent Payment Date, as specified in Section 5.1.7 or Section 5.1.8, as the case may be, of the Plan, payable, in the case of a Contingent Payment Right evidenced by a Dollar Note, in U.S. Dollars and payable, in the case of a Contingent Payment Right evidenced by a Peso Note, in Colombian pesos, based upon the exchange rate in effect on the Business Day immediately before the payment is due.

Contingent Payment Right means the contingent payment right pursuant to the Contingent Payment Right Agreement.

Contingent Payment Right is defnied in Section 1.02(b).