Common use of Make Whole Payment Clause in Contracts

Make Whole Payment. The Purchase Price will be adjusted if the Selling Price (as hereinafter defined) is less than the Average Price with the adjustment to be determined by multiplying the difference between the Average Price and the Selling Price by the number of Purchase Price Shares sold during the Averaging Period (the "Adjustment Amount"). The "Selling Price" will be determined by multiplying the Daily Price for each Selling Day times the number of Purchase Price Shares sold on such Selling Day, adding the sums for all Selling Days during the Averaging Period and dividing the sum by the total number of Purchase Price Shares sold during the Averaging Period. As used in this paragraph: (a) "Daily Price" means the closing price of the CEC Common Stock as reported in The Wall Street Journal on each Selling Day; (b) "Selling Day" means a trading day on which the Seller makes sales of any Purchase Price Shares; and (c) "Averaging Period" means the ninety (90) calendar day period commencing with the date the registration of the Purchase Price Shares is declared effective. Within three (3) business days after the earlier of the date all of the Purchase Price Shares are sold or the end of the Averaging Period, the Seller will furnish to the Buyer a reconciliation of each sale of Purchase Price Shares. The Seller and the Buyer acknowledge and agree that if the Average Price exceeds the Selling Price, the Buyer will pay the Adjustment Amount to the Seller by wire transfer of immediately available funds within three (3) business days after determination of the Adjustment Amount. If the Selling Price exceeds the Average Price, no Purchase Price adjustment will be made pursuant to this paragraph 2.4.

Make Whole Payment. The Purchase Price will be adjusted (a) Following the conversion of the Notes pursuant to Section 2.b. of the Notes, if the Selling Price VWAP of the SPAC Shares over the ten (10) Trading Days immediately preceding the Reference Date is below the Conversion Price, then the Company shall cause the Acquiror to, as hereinafter definedsoon as reasonably practicable, issue to each Lender a Make-Whole Payment with respect to each SPAC Share then by such Lender on the Reference Date. (b) Notwithstanding anything to the contrary in the foregoing, the right of a Lender to receive a Make-Whole Payment is less than not transferrable, and neither the Average Price Lender nor a transferee of SPAC Shares shall receive a Make-Whole Payment with respect to any SPAC Shares that have been Transferred prior to the adjustment Reference Date. (c) Notwithstanding anything to be determined by multiplying the difference between contrary in the Average Price foregoing, the maximum number of shares issuable in connection with Make-Whole Payments, in the aggregate, shall not exceed 10,000,000 Incentive Shares (the “Make-Whole Payment Cap”) and the Selling Price by Acquiror shall not have any obligation to issue any Make-Whole Payment in excess of the Make-Whole Payment Cap. If the number of Purchase Price Incentive Shares sold during issuable, in the Averaging Period aggregate, in connection with Make-Whole Payments exceed the Make-Whole Payment Cap, then each Lender shall receive its pro rata portion of the Make-Whole Payment Cap based on the proportion of the Make-Whole Payments issuable to such Lender without regard to the Make-Whole Payment Cap, divided by the aggregate Make Whole-Payments issuable to all Lenders without regard to the Make-Whole Payment Cap. (d) In order to be eligible to receive the "Adjustment Amount"). The "Selling Price" will be determined by multiplying Make-Whole Payment, each Lender shall cooperate with the Daily Price for each Selling Day times Acquiror and shall execute and deliver such documents and take such other actions as the Acquiror may reasonable request in connection with the issuance of the Make-Whole Payment, including certifying as to the number of Purchase Price SPAC Shares sold on such Selling Day, adding beneficially owned within the sums for all Selling Days during the Averaging Period and dividing the sum by the total number meaning of Purchase Price Shares sold during the Averaging Period. As used in this paragraph: (a) "Daily Price" means the closing price Section 16 of the CEC Common Stock as reported in The Wall Street Journal on each Selling Day; (b) "Selling Day" means a trading day on which the Seller makes sales Exchange Act by such Lender and any Transfers of any Purchase Price Shares; and (c) "Averaging Period" means the ninety (90) calendar day period commencing with the date the registration of the Purchase Price SPAC Shares is declared effective. Within three (3) business days after the earlier of the date all of the Purchase Price Shares are sold or the end of the Averaging Period, the Seller will furnish to the Buyer a reconciliation of each sale of Purchase Price Shares. The Seller and the Buyer acknowledge and agree that if the Average Price exceeds the Selling Price, the Buyer will pay the Adjustment Amount to the Seller by wire transfer of immediately available funds within three (3) business days after determination of the Adjustment Amount. If the Selling Price exceeds the Average Price, no Purchase Price adjustment will be made pursuant to this paragraph 2.4such Lender.

Make Whole Payment. The Purchase Price will be adjusted if (a) In consideration of the Selling Price conversion by Greenle Alpha of the promissory notes of the Company as set forth in paragraph (i) above, ▇▇▇▇▇▇▇▇▇ agrees to pay to Greenle Alpha within ten (10) days of his receipt from Greenle Alpha of the Sale Notice (as hereinafter defineddefined below) is less than an amount (the Average Price with the adjustment “Make Whole Amount”) equal to be determined by multiplying the difference between the Average Price aggregate gross sales proceeds received by Greenle Alpha from the sale of the Conversion Shares in the public market or in negotiated private or block sales and $3,000,000. Such payment shall be made by ▇▇▇▇▇▇▇▇▇ or by an affiliated entity of ▇▇▇▇▇▇▇▇▇ by the transfer to Greenle Alpha of shares of Common Stock valued at a per share price equal to the average price per share at which the Conversion Shares are sold by Greenle Alpha as set forth in the Sale Notice. Greenle Alpha shall deliver to ▇▇▇▇▇▇▇▇▇ within ten (10) days of the date it makes the last sale of the Conversion Shares a notification of the sale of all of the Conversion Shares (the “Sale Notice”), which notice shall set forth each sale date of the Conversion Shares, the average price at which Conversion Shares were sold on such sale date and the Selling Price gross proceeds received by Greenle Alpha from such sale of Conversion Shares on such sale date. The Sale Notice shall also set forth the calculation of Greenle Alpha of the Make Whole Amount and the average price per share at which the Conversion Shares were sold by Greenle Alpha. (b) To secure the obligation of ▇▇▇▇▇▇▇▇▇ to pay the Make Whole Amount, ▇▇▇▇▇▇▇▇▇ shall deliver to Greenle Alpha a Medallion Guaranteed stock power in the form of Exhibit B hereto duly executed by ▇▇▇▇▇▇▇▇▇, together with an executed escrow instruction letter to Greenle Alpha and Continental Stock Transfer, the transfer agent for the Common Stock (the “Transfer Agent”), pursuant to which ▇▇▇▇▇▇▇▇▇ instruct the Transfer Agent to place a stop transfer on 1,000,000 shares of Common Stock registered in his name (the “Escrow Shares”) and authorizing and directing the Transfer Agent to transfer to Greenle Alpha, upon receipt by the Transfer Agent from Greenle Alpha of the Stock Power and without any further act on the part of ▇▇▇▇▇▇▇▇▇, the number of Purchase Price the Escrow Shares as shall be set forth in the Stock Power delivered by Greenle Alpha to the Transfer Agent. Any shares of Common Stock received by Greenle Alpha from the Transfer Agent shall be applied by Greenle Alpha against the outstanding Make Whole Amount at a price per share equal to the average price per share at which the Conversion Shares were sold during by Greenle Alpha as set forth in the Averaging Period Sale Notice. Notwithstanding anything to the contrary, ▇▇▇▇▇▇▇▇▇ shall maintain voting rights in each Escrow Share until such time as same has been transferred to Greenle Alpha as a result of application against any Make Whole Amount due and payable. Greenle Partners LLC Series Alpha ▇.▇. ▇▇▇▇▇▇▇ Partners LLC Series Beta P.S. December 20, 2022 (c) If following the receipt and sale by Greenle Alpha of any shares of Common Stock delivered by ▇▇▇▇▇▇▇▇▇ in respect of the Make Whole Amount (the "Adjustment “Make Whole Shares”) Greenle Alpha has not received an amount, when added to any cash payment made by ▇▇▇▇▇▇▇▇▇ in respect to the Make Whole Amount", equal to the Make Whole Amount (the difference between the aggregate amount received by Greenle Alpha and the Make Whole Amount, the “Shortfall Amount”). The "Selling Price" will be determined by multiplying , Greenle Alpha shall deliver to ▇▇▇▇▇▇▇▇▇ within ten (10) days of the Daily Price for date it makes the last sale of the Make Whole Shares a notification of the sale of all of the Make Whole Shares (the “Sale Notice”), which notice shall set forth each Selling Day times sale date of the number of Purchase Price Make Whole Shares, the average price at which Make Whole Shares were sold on such Selling Daysale date, adding the sums for all Selling Days during gross proceeds received by Greenle Alpha from such sale of Make Whole Shares on such sale date and the Averaging Period and dividing Shortfall Amount. Within ten (10) days of his receipt of the sum Sale Notice, ▇▇▇▇▇▇▇▇▇ shall pay (or shall cause an affiliated entity of ▇▇▇▇▇▇▇▇▇ to pay) to Greenle Alpha an amount equal to the Shortfall Amount. Such payment shall be made by ▇▇▇▇▇▇▇▇▇ or by an affiliated entity of ▇▇▇▇▇▇▇▇▇ by the total number transfer of Purchase Price Shares sold during shares of Common Stock valued at a per share price equal to the Averaging Period. As used in this paragraph: greater of (aA) "Daily Price" means the closing price VWAP of the CEC Common Stock as reported in The Wall Street Journal on each Selling Day; (b) "Selling Day" means a trading day on which the Seller makes sales of any Purchase Price Shares; and (c) "Averaging Period" means the ninety (90) calendar day period commencing with Trading Day immediately preceding the date of payment or (B) $1.00 (subject to adjustment for stock splits, stock combinations or the registration like); provided, however, that if prior to the delivery of the Purchase Price Shares Sale Notice the Company consummates an offering of its Common Stock, or securities that are exercisable to purchase or convertible into Common Stock, at a price per share of Common Stock that is declared effective. Within three less than $1.00 (3subject to adjustment), then the Common Stock transferred by ▇▇▇▇▇▇▇▇▇ shall be valued at a per share price equal to the greater of (A) business days after the earlier VWAP of the Common Stock on the Trading Day immediately preceding the date all of the Purchase Price Shares are sold payment or the end of the Averaging Period, the Seller will furnish (B) such lesser price per share (subject to the Buyer a reconciliation of each sale of Purchase Price Shares. The Seller and the Buyer acknowledge and agree that if the Average Price exceeds the Selling Price, the Buyer will pay the Adjustment Amount to the Seller by wire transfer of immediately available funds within three (3) business days after determination of the Adjustment Amount. If the Selling Price exceeds the Average Price, no Purchase Price adjustment will be made pursuant to this paragraph 2.4adjustment).