Payment by the Company. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective within one hundred twenty (120) calendar days following the Due Date, then the Company shall pay the Initial Investor 2% of the purchase price paid by the Initial Investor for the Registrable Securities pursuant to the Subscription Agreement for every thirty day period, or portion thereof, following the one hundred twenty (120) calendar day period until the Registration Statement is declared effective. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement is declared effective. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to have the Registration Statement declared effective within said one hundred twenty (120) calendar day period following the Due Date, will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.
Payment by the Company. As soon as practicable after receipt of all items referred to in paragraph 3, and subject to the withholding referred to in paragraph 4, the Company shall deliver to the Grantee an amount, in cash, equal to the product of (i) the number of SAR Shares with respect to which the SAR was exercised and (ii) the difference between (A) the Fair Market Value per share of Common Stock on the date of exercise and (B) the Exercise Price.
Payment by the Company. Except as provided in paragraph 6 of Provision A above, the Company shall pay the Authority the sum of (a), (b) and (c) below for Expansion Power capacity and associated energy delivered to the Company by the Authority under this Agreement during any billing period.
Payment by the Company. The Company agrees that, within ten (10) business days of the effective date of this Agreement as defined in paragraph 3 below, it will deliver a check payable to [EMPLOYEE] in the amount of Dollars ($ .00), less all appropriate withholdings and deductions (this amount shall be referred to herein as the “Payment”). [EMPLOYEE] acknowledges that upon execution of this Agreement, the Payment described herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to [EMPLOYEE] (including, but not limited to, all forms of payments and/or compensation described in paragraph 2 below) as a result of [EMPLOYEE]’s employment with the Company and/or the termination of that employment and that in the absence of this Agreement, [EMPLOYEE] would not be entitled to the Payment as specified in this paragraph 1 and the other consideration provided under this Agreement.
Payment by the Company. The Company will promptly pay to Parent, but in no event later than two (2) business days after the date of such termination, a fee equal to twenty-one million dollars ($21,000,000) in immediately available funds (the "Termination Fee") in the event that this Agreement is terminated by Parent pursuant to Section 10.1(d) or 10.1(j).
Payment by the Company. In the event that this Agreement is terminated
Payment by the Company. In the event that this Agreement is terminated by Parent or the Company, as applicable:
Payment by the Company. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective by February 20, 1998, (the "Initial Date"), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c). The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, as defined below in this Section 2(c), and such amount shall be equal to two (2%) percent of the purchase price paid by the Initial Investor for the Debenture pursuant to the Subscription Agreement for the period from the Initial Date to the first Computation Date, and two (2%) percent of the purchase price for each Computation Date thereafter, to the date the Registration Statement is declared effective by the SEC (the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within five business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel. The above damages shall continue until the obligation is fulfilled and shall be paid within 5
Payment by the Company. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective within thirty (30) days from the Closing Date, then the Company shall pay investor as liquidated damages three percent (3%) of the principal amount of the Debentures issued at that time for every thirty (30) day period or portion thereof until the Registration Statement is declared effective. The Company acknowledges that its failure to have the Registration Statement declared effective within thirty (30) days from the Closing Date will cause the Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.
Payment by the Company. (a) In the event that (i) this Agreement is terminated by the Parent pursuant to Section 7.1(d) or Section 7.1(e) (other than pursuant to Section 7.1(e), by reason of death of any of the individuals referred to in Section 6.3(e) or by the Company pursuant to Section 7.1(g), or (ii) if within 18 months of the termination of this Agreement by the Company pursuant to Section 7.1(b) any Acquisition Proposal by a third party is entered into, agreed to or consummated by the Company, then, in any such event, the Company shall pay the Parent a fee of $5,800,000 (the "Termination Fee") (which amount shall be payable by wire transfer in immediately available funds to an account designated by the Parent) on the date of such termination, in the case of clause (i), or the earlier of the date an agreement is entered into with respect to an Acquisition Proposal or an Acquisition Proposal is consummated in the case of clause (ii).
