Additional Conditional Consideration Clause Samples

Additional Conditional Consideration. In the event this Note is paid in full by Issuer in cash or other immediately available funds, whether pursuant to a Substantial Financing, Prepayment of the entire outstanding balance of this Note, or at the Maturity Date (but not upon the conversion or other satisfaction of this Note), Holder shall, subject to the limitations of Section 7.6, have the right to purchase, from the date of such payment in full until the earlier of (i) immediately prior to the Merger (as defined in Section 7.3) or (ii) five (5) years from the date such payment, up to 4,000,000 shares of Issuer’s common stock at a price per share of $1.00 (the “Purchase Right”). In the event the issuance of a Purchase Right is required pursuant to the terms of this Section 2, Issuer shall deliver to Holder an option agreement, with standard terms and conditions as agreed upon by Issuer and Holder, evidencing Holder’s purchase rights as set forth herein. Issuer shall provide, as reasonably practicable, Holder notice of the proposed time of effectiveness of a Substantial Financing or Merger within a reasonable time prior to such proposed effectiveness. The provisions of Section 8 shall apply as practicable to any such purchase rights arising from this Section to avoid any inequity to Issuer and Holder.
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Additional Conditional Consideration. (a) As additional consideration of the sale, assignment and transfer of the Class B Shares, LIPH shall pay to CHNLI the percentage specified below of any Sale Proceeds actually received by LIPH in respect of its equity interest in MDNY upon any Sale that is consummated prior to December 31 of the year specified below (or with respect to calendar year 2008, certain transactions consummated after December 31, 2008 as detailed in the definition of "Sale"), but not to exceed in the aggregate the amount of CHNLI's Equity Investment in MDNY and subject to Section 2.3(i) hereof: Percentage of Sale Proceeds Year 33.3% 2005 25.0% 2006 20.0% 2007 15.0% 2008 (b) Sale Proceeds, if any, payable to CHNLI shall, at LIPH's sole option, be payable in kind, depending upon the form of consideration paid by the Acquiror; provided that if the receipt of any securities by CHNLI would cause CHNLI to violate the ERD, then CHNLI shall promptly notify LIPH thereof and LIPH shall have the option, in its discretion, of (i) paying CHNLI cash in an amount equal to the fair market value of such securities, (ii) paying CHNLI in kind with other assets (not causing an ERD violation) having a fair market value equal to the fair market value of such securities or (iii) obtaining the consent of the issuer of such securities to CHNLI's assignment of its right to receive such securities to an entity not subject to the ERD. (In each case, the fair market value of any securities or other assets shall initially be determined in good faith by the Board of Directors of LIPH. If CHNLI disagrees, CHNLI shall, within fifteen (15) days, set forth the reasons for its disagreement in writing and shall propose an alternate quantity reflecting fair market value. For thirty (30) days following CHNLI's disagreement, the parties shall attempt in good faith to come to agreement upon such fair market value. If the parties fail to agree within such time period, the matter shall be resolved by submitting the two competing values to PricewaterhouseCoopers LLP ("PWC"). In such case, PWC shall either determine that one of the two proposed values most closely represents the fair market value of the securities under the circumstances, or if PWC determines in its reasonable discretion that neither of the two proposed values most closely represents such fair market value, then PWC shall determine such fair market value in accordance with such factors that it reasonably deems appropriate. The valuation selected by PWC sha...
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Additional Conditional Consideration. As additional conditional consideration for the sale of an Account, we will, upon receipt of collection, promptly pay to you an additional:
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Related to Additional Conditional Consideration

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Additional Considerations For FEMA’s Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract’s specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable year’s Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at ▇▇▇▇.▇▇▇.

  • Additional Conditions As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.