Additional Contingent Consideration Sample Clauses
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Additional Contingent Consideration. (i) In addition to the Merger Consideration, in the event on or prior to March 31, 2000 of the occurrence of the DepoCyt Launch Date, as determined in accordance with Exhibit B hereto, each holder of Shares (other than holders of Excluded Shares) at the Effective Time shall be issued, promptly after the later of the Effective Time and the DepoCyt Launch Date, an amount of Parent ADSs (the "DepoCyt ADSs") equal to (a) the number of Shares held by such holder at the Effective Time, times (b) 0.106100796 (the "DepoCyt Conversion Price"); provided that such DepoCyt Conversion Price shall be subject to adjustment pursuant to Section 4.4 as if it were the Merger Consideration but using the DepoCyt Launch Date as the point of comparison to the Effective Time for purposes of the adjustments made thereunder. The right to receive DepoCyt ADSs shall be assignable in accordance with Section 4.2(b).
(ii) In addition to the Merger Consideration, in the event that a development and commercialization agreement is signed with a corporate partner in an arms length transaction with respect to (a) DepoMorphine or (b) a macromolecule for the delivery of drugs using DepoFoam technology, on or prior to March 31, 2000 (such trigger date the "Development Agreement Date"), as determined in accordance with Exhibit B hereto, each holder of Shares (other than holders of Excluded Shares) at the Effective Time shall each be issued, promptly after the later of the Effective Time and the Development Agreement Date, an amount of Parent ADSs (the "Development Agreement ADSs") equal to (a) the number of Shares held by such holder at the Effective Time, times (b) 0.079575597 (the "Development Agreement Conversion Price"); provided that such Development Agreement Conversion Price shall be subject to adjustment pursuant to Section 4.4 as if it were the Merger Consideration but using the Development Agreement Date as the point of comparison to the Effective Time for purposes of the adjustments made thereunder. The right to received Development Agreement ADSs shall be assignable in accordance with Section 4.2(b). With respect to holders entitled to claim the DepoCyt ADSs and/or the Development Agreement ADSs under this Section 4.5, the provisions of Section 4.2 shall apply as if such holders were claiming the Merger Consideration, except to the extent the letter of transmittal referred to in Section 4.2(b) above (and related documents) specify otherwise, but substituting the later of (a) the Effe...
Additional Contingent Consideration. Additional consideration will ----------------------------------- be paid to the Seller subject to certain conditions as described herein. In the event the cash flow of the Stations operating as a combined entity for calendar year 1999 exceeds One Million Dollars ($1,000,000), then Buyer shall pay to Seller an amount in cash equal to the product of (x) ten (10) and (y) the dollar amount of such cash flow in excess of $1,000,000. So, for example, if the cash flow for calendar year 1999 is $1,200,000, then Seller would be entitled to be paid an additional $2,000,000 ($1,200,000-$1,000,000 x 10). For purposes of this calculation, the term cash flow shall be defined as: net income computed for calendar year 1999 in accordance with generally accepted accounting principles, consistently applied (excluding (i) extraordinary expenses relating to debt and equity restructuring, (ii) extraordinary gains from sales, exchanges and other dispositions of assets not in the ordinary course of business and (iii) the effect of any Trade Agreements), plus (1) depreciation, (2) ---- amortization of assets, (3) interest expense and (4) taxes, in each case, to the extent included in the calculation of net income. For purposes of this calculation, income from the operations of Station WREJ(AM) by Fifteen Forty Broadcasting shall be excluded. The determination of the amount of cash flow for the Stations for calendar year 1999 shall be made by Buyer's independent accounting firm, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP. Seller shall assist ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP by providing any relevant information available to Seller that is necessary and/or useful in computing the amount of cash flow. At Closing, Seller will terminate the Employment and Option Agreement between FM 100, Inc., ▇▇▇▇▇ ▇. ▇▇▇▇▇, Walton M. Belle, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, dated January 1, 1995. Buyer further agrees to continue the employment of ▇▇▇▇▇ ▇. ▇▇▇▇▇ as General Manager of the Stations through December 31, 1999, with all authority and duty as such title is generally recognized to carry and to conduct the business of the Stations in a manner similar to the manner in which they have been conducted prior to the Closing Date. Any determination by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP shall be final and binding upon Seller and Buyer. If any payment is required pursuant to this subsection, such payment shall be due ninety (90) days after the date that Buyer's final audited financial statements for calendar year 1999 are delivered to Buyer ...
Additional Contingent Consideration. On the date that is ten (10) Business Days after the Parent Option Termination Date, as additional consideration for the Merger, the Parent will issue and pay: (a) to each Closing Date Common Unit Holder, the Additional Per CU/EO Consideration multiplied by the number of Common Units held by such Closing Date Common Unit Holder immediately prior to the Effective Time; (b) to each Parent Option Exerciser, the Additional Per CU/EO Consideration multiplied by the number of Common Units represented by the Parent Options exercised by such Parent Option Exerciser; and (c) to each Closing Date Incentive Unit Holder, the Additional Per IU Consideration, if any, multiplied by the number of Incentive Units held by such Closing Date Common Unit Holder immediately prior to the Effective Time.
Additional Contingent Consideration. (a) In addition to the Purchase Price paid to Seller on the Closing Date (as it may be adjusted), depending upon the market price of the Parent Common Stock on the True-Up Date (as hereinafter defined), Parent shall, if required hereunder, deliver to Seller additional consideration in the form of certificates representing shares of Parent Common Stock registered in the names of the Unitholders who hold, directly or as Escrowed Shares, Remaining Issued Shares (as hereinafter defined), pro rata in accordance with their respective percentage of Remaining Issued Shares held by them, directly or as Escrowed Shares, immediately prior to the True-Up Date, and Seller shall promptly distribute such certificates to such Unitholders. For purposes of determining whether any such additional consideration shall be paid by Parent hereunder, on the last day of the 13th full consecutive month following the Closing Date (the "True-Up Date"), Parent shall deliver to Seller a schedule setting forth the True-Up Market Price of the Parent Common Stock. For purposes hereof, "True-Up Market Price" shall mean, with respect to the Parent Common Stock, on a per share basis (as adjusted for any stock split, stock dividend, combination or recapitalization), an amount equal to the average of the per share closing price of Parent Common Stock on the American Stock Exchange (as reported by The Wall Street Journal, Eastern Edition, or if not reported thereby, any other authoritative source), for each of the trading days included in the ninety (90) prior consecutive calendar days, ending with the calendar day immediately preceding the True-Up Date.
(b) In the event that the product of (i) the True-Up Market Price and (ii) the aggregate number of Closing Issued Shares (as adjusted for any stock split, stock dividend, combination or recapitalization) is less than $70.5 million, Parent will issue to Seller certificates representing an additional number of shares of Parent Common Stock registered in the names of the Unitholders who hold, directly or as Escrowed Shares, Remaining Issued Shares, which number of shares shall be calculated by Parent as follows:
(i) First, the "Target Share Price" shall be determined by dividing (A) $70.5 million by (B) the aggregate number of Closing Issued Shares (as adjusted for any stock split, stock dividend, combination or recapitalization);
(ii) Second, the "Value Gap" shall be determined by multiplying (A) the aggregate number of Closing Issued Shares (incl...
Additional Contingent Consideration. The Company expects that with the funding of the Offering and the additional capital provided thereby, that the Company's auditor will not express doubt about the company's ability to continue as a going concern (i.e. provided a so-called "Clean Opinion"). However, should the auditor again express such doubt and not provide a Clean Opinion despite the additional capital as a part of the annual report for the fiscal year ending March 31, 2006 on Form 10-K, then the Company will issue to Investors additional cash consideration ("Additional Consideration") equal to five percent (5.000%) of the gross proceeds. By way of example, should the Company raise $2,000,000, and the Company's auditor not provide a Clean Opinion, then iLinc will owe to Investors $100,000, with such Additional Consideration, if due, paid to within fifteen (15) days of the filing of the Company's Form 10-K in which the opinion expressing doubt is included. Provided however, that should the auditor issue an opinion that is a Clean Opinion then the obligation to provide Contingent Consideration under this Section 3.24 shall forever expire without further obligation to Investors.
Additional Contingent Consideration. (a) Buyer shall pay to Sellers additional contingent consideration of $2,500,000 (the “Additional Consideration”) if Revenue Bookings pursuant to the DOD Contract as determined in good faith by Buyer equals at least $3,000,000. Upon Revenue Bookings equaling $3,000,000, Buyer shall notify Sellers promptly in writing and shall pay the Additional Consideration within thirty (30) days thereafter. Additional Consideration shall be payable by wire transfer of immediately available funds to a single account designated by Sellers in writing. Sellers shall provide wire transfer instructions to Buyer at least two (2) business days prior to such transfer. If Buyer does not pay Sellers the Additional Consideration, Buyer must permit an independent auditor selected by Sellers, upon reasonable prior notice, to examine the records relating to Revenue Bookings and the DOD Contract. As used in this Agreement, “DOD Contract” shall mean that certain Strategic VAR Agreement between Netscape and Intelligent Decisions, Inc. dated as of November 28, 2001 relating to Sellers’ products and services provided to the Department of Defense as the same may be extended or renewed, (y) any new agreement between Buyer and Intelligent Decisions or any other reseller or directly or indirectly with the Department of Defense or any of its associated agencies for Buyer to provide products, services or software based upon, incorporating or including any Customer Deliverables or any portion thereof (“Buyer Customer Deliverables”) or (z) any existing agreements, or extension or renewal thereof, between Buyer and the Department of Defense or any of its associated agencies or any reseller to the Department of Defense or any of its associated agencies pursuant to which Buyer sells Buyer Customer Deliverables; and “Revenue Bookings” shall mean the purchase price for Buyer Customer Deliverables purchased pursuant to DOD Contract that are for software licenses for orders placed on or before April 30, 2005, and the aggregate fees for services to be performed within one year of the effective date of any order related to Buyer Customer Deliverables for orders placed on or before April 30, 2005, in each case which the contracting party will be obligated to pay to Buyer as consideration for Buyer’s performance thereunder.
Additional Contingent Consideration. Closing *
Additional Contingent Consideration. As an additional payment in consideration for the transfer of the Shares to Purchaser, Purchaser shall pay to Seller, in either cash or by issuance of additional common stock of the Purchaser, at the option of Seller, in the amount determined as follows: Additional Consideration = 0.5[V - ($250,000 + I + R)] where, V = the value of the Company on the third anniversary of the Closing, as determined by a qualified independent investment bank or other third party appraiser selected by Purchaser and approved by Seller; I = the amount of cash invested by Purchaser in Company, whether directly by cash or other asset contribution or indirectly by payment of costs, expenses or other liabilities incurred by the Company, from the Closing up to and including the third anniversary of the Closing; and R = the amount of a 40 percent per annum compound return on each and every amount, I, in each case calculated from the date made through and including the third anniversary of the Closing. If the amount so determined is negative, no additional payment shall be due. The parties shall be reasonable and act in good faith in selecting an independent appraiser of the Company. If Purchaser fails to propose at least one candidate for Seller's consideration within thirty (30) days of the third anniversary of the Closing and thereafter fails to propose any candidates within ten days following receipt of written notice of such failure from Purchaser, Purchaser may select the independent appraiser. The independent appraiser shall have access to Company and other business records of Purchaser as necessary to properly value the Company, and shall meet at least once with the parties to review his preliminary report to discuss his results and methodology with the parties in advance of submitting a final report. The determination of the independent appraiser in his final report shall be binding on the parties in the absence of evidence of manifest or gross incompetence or outright errors in mathematical calculation. Payment, whether in the form of cash or issuance of additional common stock of Purchaser, shall be made to Seller of any amount due under this Section 1.07 within ten (10) business days following delivery of the appraiser's final report, accompanied by a statement showing a detailed calculation and itemization of the components of the calculation of the amount payable. If Seller requests payment in the form of common stock of the Purchaser, such stock shall be valued, for pur...
Additional Contingent Consideration. In addition to the Initial Consideration or the Reduced Initial Consideration, as adjusted in accordance with Section 2.5.3 above, Buyer will pay Seller an additional contingent consideration of (a) twenty percent (20%) of all Teleknowledge Revenues (other than Renewal Maintenance Fees) for a period of three (3) years following the Closing Date and (b) ten percent (10%) of all Renewal Maintenance Fees for a period of three (3) years following the Closing Date (the "Additional Contingent Consideration"), up to a maximum aggregate amount of three million United States dollars (US$ 3,000,000) plus the difference, if any, between the Initial Consideration amount and the Reduced Initial Consideration amount, plus Value Added Tax. "Teleknowledge Revenues" means all of Buyer's recognized revenues, with respect to the sale, transfer, assignment, license or conveyance of (i) the Seller Intellectual Property or (ii) any product or service which contains any elements or components of the Seller Technology or a billing solution, including all service, customization, set-up, license and maintenance fees. "Renewal Maintenance Fees" means (a) with respect to customers of Seller as of the Closing Date, all maintenance fees received after the maintenance term valid as of the closing date, (b) with respect to other customers, all maintenance fees received after the first maintenance term. The Additional Contingent Consideration will be paid on a quarterly basis, within forty five (45) days of the end of the quarter, based on proceeds actually collected by Buyer from the applicable customers in each quarter, even if received after three (3) years following the Closing Date.
Additional Contingent Consideration. On March 15, 2018 (the “Measurement Date”), as additional consideration for the Merger, the Surviving Corporation will pay to the Representative an amount in cash (the “Contingent Cash Consideration”) equal to the result obtained by multiplying (i) the Parent Stock Value by (ii) the number of shares subject to Parent Options that failed to vest on or before the Measurement Date because the holders of such Parent Options ceased to be an employee of the Company prior to the vesting thereof. The Representative will, within ten (10) Business Days of the receipt of the Contingent Cash Consideration, distribute the Contingent Cash Consideration to the Holders (other than Unvested Optionholders) in accordance with their respective Proportionate Shares. In the event that no Contingent Cash Consideration is payable hereunder, the Parent will notify the Representative of the same in writing on or before the Measurement Date.