Maximum Contingent Payment definition

Maximum Contingent Payment or "MCP" means a maximum of $4,867,500 for the first Qualifying Date and a maximum of $2,433,750 for each of the second and third Qualifying Date, subject to adjustment as set forth in Section 7.6(d).
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Maximum Contingent Payment shall have the meaning set forth in Schedule 1.7.
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Maximum Contingent Payment shall, for each Contingent Date, refer to the Contingent Payment amount listed on Schedule 2.2.2 hereto with regard to the Current Operations and Schedule 2.2.3 hereto with regard to the Proposed Operations
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Examples of Maximum Contingent Payment in a sentence

  • Buyer agrees that during the Contingent Payment Period (as defined in Exhibit 1.4(d)(i)) it will not take any action or refrain from taking any action in the S3 Business, a purpose of which is to prevent or reduce any Contingent Payments or Seller from earning the Maximum Contingent Payment Amount (as defined in Exhibit 1.4(d)(i)).

  • The Securities are secured obligations of the Company limited in maximum aggregate Annual Maximum Contingent Payment Amount to $18,319,035.

  • Subject to Section 7.8 and the last sentence of this paragraph, the Holder or Holders of a majority in aggregate Annual Maximum Contingent Payment Amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of any of the Collateral Documents, this Indenture or the Securities.

  • Subject to certain limitations, Holders of a majority in Annual Maximum Contingent Payment Amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power.

  • Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the written consent of the Holders of a majority in aggregate Annual Maximum Contingent Payment Amount of the Securities then outstanding, and any existing Default or Event of Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding.

  • The aggregate Annual Maximum Contingent Payment Amount in respect of Securities outstanding at any time may not exceed $18,319,035, except as provided in Sections 2.7 and 2.8. Upon the written order of the Company and the Parent Guarantor in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company or the Parent Guarantor.

  • The Maximum Contingent Payment for each specific Qualifying Date shall be subject to a pro rata reduction with respect to any sales of TEREX Common Stock Sale Shares by the Buyers during (i) the 18 months of the Lock Up period prior to the first Qualifying Date or (ii) the six months of the Lock Up Period prior to each Qualifying Date thereafter, if and when the consideration for one TEREX Common Stock Sale Shares disposed of in such sale exceeded the TEREX Common Stock Guaranteed Value.

  • The provisions of Section 2(d) of the Original Agreement (and any other provisions of the Original Agreement referencing the maximum Purchase Price or Maximum Contingent Payment Amount) are hereby amended so that the maximum Purchase Price and Maximum Contingent Payment Amount payable under the Purchase Option Agreement reflect the application of the Buyout Amount in lieu of any remaining payments under the Original Agreement as provided in this Amendment.

  • The Holder or Holders of a majority in Annual Maximum Contingent Payment Amount of the outstanding Securities may remove the Trustee by so notifying the Company and the Trustee in writing and may appoint a successor trustee with the Company's consent.

  • The Company will pay on each Interest Payment Date to the Holder of this Security at the close of business on the immediately preceding Record Date such Holder's PRO RATA amount of Contingent Payments, based upon the aggregate Annual Maximum Contingent Payment Amount of the Securities owned by the such Holder.


More Definitions of Maximum Contingent Payment

Maximum Contingent Payment means the respective amounts set forth below: Contingency Threshold Pre- Threshold Target Pre-Tax Maximum Year Tax Income Contingent Income Contingent Payment Payment 2008 $2,340,000 $1,800,000 $2,600,000 $2,000,000 2009 $2,400,000 $1,600,000 $3,000,000 $2,000,000 2010 $2,450,000 $1,400,000 $3,500,000 $2,000,000 2011 $2,800,000 $1,400,000 $4,000,000 $2,000,000 For purposes of clarification, the amount of the Contingent Payment with respect to any Contingency Year in which the Pre-Tax Income equals or exceeds such Contingency Year’s Threshold Pre-Tax Income shall equal the sum of (I) the Threshold Contingent Payment plus (II) product of (1) the excess of the Maximum Contingent Payment minus the Threshold Contingent Payment multiplied by (2) a fraction, (x) the numerator of which is the excess, if any, of the actual Pre-Tax Income minus the Threshold Pre-Tax Income and (y) the denominator of which is the excess of the Target Pre-Tax Income minus the Threshold Pre-Tax Income, as such amounts are determined with respect to the applicable Contingency Year. Notwithstanding the foregoing, in no event shall the fraction described in clause (2) above be greater than 1/1 and in no event shall the actual Contingent Payment with respect to any Contingency Year exceed Maximum Contingent Payment. The sum of all payments made by Purchaser pursuant to this Section 3.01(b) on all Contingent Payment Dates shall be the “Contingent Purchase Price.”
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Maximum Contingent Payment means $14,100.000.
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Related to Maximum Contingent Payment

  • Contingent Payment has the meaning set forth in Section 4.2 (Contingent Payments).

  • Contingent Payments has the meaning set forth in Section 2.3(d).

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Contingent Compensation Payment means any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Maximum Potential Additional Dividend Liability, as of any Valuation Date, means the aggregate amount of Additional Dividends that would be due if the Corporation were to make Retroactive Taxable Allocations, with respect to any fiscal year, estimated based upon dividends paid and the amount of undistributed realized net capital gains and other taxable income earned by the Corporation, as of the end of the calendar month immediately preceding such Valuation Date and assuming such Additional Dividends are fully taxable.

  • PAGA Payment means the penalties pursuant to PAGA that the Parties have agreed is a

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Reimbursement Amount As defined in Section 2.04.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Payment Cap For each Mortgage Loan, the percentage limit set forth in the related Mortgage Note concerning the maximum permitted increase in a monthly payment.

  • Specified Payment means any Permitted Acquisition or Permitted Investment, in each case, where such event is subject to satisfaction of the Payment Conditions or any component thereof, pursuant to the terms of this Agreement.

  • Reimbursement Payment shall have the meaning given to that term in Subparagraph 2.02(c).

  • Advance Reimbursement Amount has the meaning stated in Section 4.4(b) of the Servicing Supplement.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Step-Down Amount means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.

  • Reduced payment means a payment that is for less than the amount agreed upon in a subcontract in accordance with its terms and conditions, for supplies and services for which the Government has paid the prime contractor.

  • Minimum Payment means the amount of minimum payment as stated in the Fee Schedule;

  • Earnout Amount has the meaning set forth in Section 2.7(a).