Transaction Payment Sample Clauses
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Transaction Payment. (a) Purchaser shall pay or cause the payment of the Transaction Payment to Seller or its designee, by wire transfer of immediately available funds to Seller’s Bank Account, on the earliest to occur of the following dates:
(i) the third Business Day following the earlier of (1) the Long Stop Date if this Agreement has not been terminated prior to the Long Stop Date and Closing has not occurred on or before the Long Stop Date (whether or not this Agreement may be terminated following the Long Stop Date); and (2) an Article 8(3) Decision;
(ii) the third Business Day following termination of this Agreement by Seller pursuant to Sections 8.1(b) or 8.1(e); and
(iii) concurrently with termination of this Agreement by Purchaser pursuant to Sections 8.1(c), 8.1(d) or 8.1(e); provided that no Transaction Payment shall be payable to Seller pursuant to this Agreement if Seller is in material breach of any of its material obligations under this Agreement and such material breach has resulted in a Competition Law Approval required for the Closing not being obtained. In no event will Purchaser be obligated to pay the Transaction Payment on more than one occasion.
(b) If the Transaction Payment is received by Seller and Closing subsequently occurs in accordance with this Agreement, then the amount of the Transaction Payment so received will be applied by Seller to the Purchase Price payable at Closing (thereby reducing the Purchase Price payable by Purchaser at Closing by the amount of the Transaction Payment received by Seller).
(c) The parties agree that the Transaction Payment is a non-refundable amount payable to indemnify (in part) Seller for the risks of signing the Agreement, recognizing the possibility and risks that Closing may not occur because one or more of the conditions set forth in the Competition Condition may not be satisfied on or before the Long Stop Date and that the parties have agreed to defer payment of the Transaction Payment from the date of signing of this Agreement in accordance with Section 8.3(a) above. The Transaction Payment will not be refunded or repaid to Purchaser under any circumstance; provided that the foregoing will in no way limit any other rights or remedies available to Purchaser in connection with this Agreement. Purchaser agrees that the Transaction Payment is not intended to serve as liquidated damages or a penalty and agrees that, in the event Purchaser is found liable to Seller for breach of this Agreement in any legal action...
Transaction Payment. At least twenty (20) calendar days prior to the consummation of an Acquisition Transaction, the Corporation or, if the Corporation is not a party to such Acquisition Transaction, the holders of shares of capital stock of the Corporation that are parties to such Acquisition Transaction, shall provide the holders of the shares of Preferred Stock written notice of such Acquisition Transaction (the “Event Notice”). The Event Notice shall contain all of the material terms and conditions of the Acquisition Transaction and shall include a copy of the final or then most recent draft of the definitive documentation governing such Acquisition Transaction and the Board’s good faith determination of the value of any securities or property other than cash, if any, to be received as consideration in such Acquisition Transaction. The Corporation or, if the Corporation is not a party to such Acquisition Transaction, the holders of the shares of the Corporation’s capital stock that are parties to such Acquisition Transaction shall also promptly provide to the holders of any particular series of Preferred Stock any additional information concerning (i) the terms and conditions of such Acquisition Transaction, (ii) the value of the Corporation’s assets or securities involved in such Acquisition Transaction and (iii) the value of any securities or property other than cash to be received as consideration in such Acquisition Transaction, all as the Applicable Percentage of such series of Preferred Stock may reasonably request from time to time. Unless the Applicable Percentage of any particular series of Preferred Stock delivers a notice to the Corporation within fifteen (15) calendar days after receipt of an Event Notice stating that such Acquisition Transaction shall not be treated as a Liquidation for purposes of this Certificate with respect to such series of Preferred Stock, such Acquisition Transaction shall be treated as a Liquidation with respect to such series of Preferred Stock. Upon the closing of any Acquisition Transaction, and as a condition to the consummation of the Acquisition Transaction, and prior to or concurrently with consideration from any such Acquisition Transaction being paid to the Corporation or to stockholders of the Corporation other than holders of Preferred Stock, the Corporation shall pay, or cause to be paid, to the holders of Preferred Stock, and each holder of Preferred Stock shall be entitled to receive, in cash, securities or other property...
Transaction Payment. If, in connection with any Alternative Transaction or series or combination of such transactions which occur before November 17, 1999, including, but not limited to, a tender offer for the Notes by a third-party, or a merger or sale of the Company, but not including any series or combination of private sales of Notes among existing Noteholders which in total relate to less than 100% of the outstanding Notes, the Noteholders receive at least $30 million in cash, or if a cash distribution of at least $30 million is made under the Plan to the Noteholders, the Executive Management Group shall receive 10% of all value in excess of $30 million that is received by the Noteholders. Such amounts shall be allocated among the Executive Management Group in a manner and in an amount as determined by Mr. ▇▇▇▇▇▇▇▇. ▇▇r purposes of this Section 5.3, the term Note includes any securities of the Company the Notes are exchanged for or converted into.
Transaction Payment. As an inducement to Catholic Order of Foresters (“COF”) and CRIC2 Funds, LLC (“CRIC”) to continue to maintain their obligations under the Guaranties through the Closing, at the Closing Purchaser shall pay to Seller an amount equal to Sixty Thousand and 00/100 Dollars ($60,000.00) by wire transfer of immediately available funds in accordance with written instructions previously provided to Purchaser.
Transaction Payment. Within five (5) business days after receipt of an Event Notice, pursuant to Section 5.2.3 below, a Majority Interest of the holders of the shares of Series F Preferred Stock may provide the Corporation with written notice of its election to treat the Liquidity Event as a liquidation, dissolution or winding up of the Corporation in which case the Corporation and each holder of shares of Series F Preferred Stock shall require that prior to or concurrent with consideration from any such transaction being paid to the Corporation (if the consideration is to be received by the Corporation in an asset transaction) or by any third party to other shareholders of the Corporation (if the consideration is to be received directly by the shareholders in a merger or stock purchase transaction), a payment (the "Transaction Payment") shall be made to the holders of the shares of Series F Preferred Stock equal to the amount that the holders of shares of Series F Preferred Stock would have received had the entire consideration in the transaction with respect to a Liquidity Event involving the sale of all or substantially all of the assets of the Corporation, net of any liabilities of the Corporation not assumed or otherwise paid by the acquiring entity including, without limitation, taxes, fees and expenses arising in connection with such transaction, been deemed Available Assets for distribution to the shareholders of the Corporation upon liquidation pursuant to Section 3.1 hereof.
Transaction Payment. If at any time after the Closing and prior to January 31, 1998 (or prior to October 1, 1998 in the case of a Transaction proposed prior to January 31, 1998 either non-publicly in writing to ASCI or orally to ASCI and discussed by the Board of Directors of ASCI, or publicly, and not consummated or withdrawn as of January 31, 1998, it being agreed that a proposal shall be considered withdrawn if the proposer has not contacted the Company or made a public statement concerning the proposal for a period of more than 3 months as of January 31, 1998), ASCI consummates a Transaction which has not directly or indirectly been actively encouraged or supported by Kels▇, ▇▇I Partners or their Affiliates after the date hereof, ASCI shall make a cash payment to ASI Partners equal to (i) the number of Purchase Shares sold pursuant to this Agreement multiplied by the excess, if any, of (A) the Transaction Value over (B) the Offering Price plus (ii) the number of Registered Shares sold by ASI Partners pursuant to this Agreement multiplied by the excess, if any, of (A) the Transaction Value over (B) the Net Offering Price. In the event that subsequent to the Closing there is a change in the number of shares of ASCI Common Stock issued and outstanding as a result of a reclassification, stock split (including a reverse split), stock dividend or distribution or other similar transaction or any other transaction that would cause an adjustment under Section 10 of the Warrant Agreement (as defined in Section 3.3(a)), the number of Purchase Shares and of Registered Shares used in the foregoing determination of the cash payment to ASI Partners shall be equitably adjusted to eliminate any dilutive or accretive effects of such event or transaction. Such payment shall be made in immediately available funds at the time of consummation of such Transaction or such later date as the value of any non-cash assets is determined for purposes of establishing the Transaction Value. ASCI shall also pay interest on any part of such payment made after consummation of such Transaction from the date of such consummation to the date of payment at an annual rate equal to the prime lending rate of Citibank, N.A. in effect at the time of consummation of such Transaction. Any action by any director of ASCI designated by ASI Partners taken in such director's capacity as a director in meetings of or discussions with other directors or with senior officers of ASCI, or any action by any direct or indirect par...
Transaction Payment. As Business Unit President (Terrestrial & Wireless), Executive shall be accountable for product and service sustainment, new product and service development and for the overall growth and health of the Business Unit. In the event that the Board of Directors approves a Change of Control, however, in addition to the benefits set forth above, Executive shall be entitled to the following:
(a) If the Company experiences a change in control other than divestiture of the Public Safety Terrestrial and Wireless businesses within eighteen (18) months from the date of the first management presentation to present the business unit for sale, Executive shall be entitled to a single payment of $600,000, either in cash or RSUs (at the discretion of the company). If the payment is made in RSUs, the RSUs will be granted on the date of the signing of the transaction.
(b) If the Company closes a transaction that divests the Public Safety Terrestrial and Wireless businesses within eighteen (18) months from the date of the first management presentation to present the business unit for sale, Executive shall be entitled to a Transaction Payment based on the Net Purchase Price, commencing from a baseline valuation of $500,000,000. This payment will be calculated at a starting rate of 0.4%, increasing on a sliding scale up to a maximum of 0.6% for a valuation of $900,000,000 or more and capped at a total potential payment of $5,100,000, where each increase in the applicable % shall apply only incrementally (e.g., at a sale price of $1,000,000,000, the fee would be $4,700,000). Consultant shall be entitled to a minimum Transaction Payment of $1,500,000 in the event of such a divestiture. For all purposes hereof, “Net Purchase Price” means the total amount paid at closing as consideration for the acquisition of the Business in a Transaction by the Potential Acquiror, which consideration may include(i) cash (other than balance sheet cash), (ii) assets, (iii) the aggregate principal amount of securities (including promissory notes), (iv) the principal amount of any loans that are an integral part of such Transactions and (v) assumed long-term interest bearing liabilities. For the avoidance of doubt, such Net Purchase Price shall be calculated on an enterprise value basis, such that the amounts actually paid by the Potential Acquiror may be adjusted upwards by the amount of any debt- or debt-like items assumed by the Potential Acquirer or paid thereby on the Company’s behalf and/or adju...