Additional Contingent Purchase Price. The Purchase Price may be increased by the additional contingent payments described in this Section.
(a) If, prior to the third anniversary of the date of this Agreement (the "Signing Date"), the Corporation enters into an exclusive franchise agreement to provide residential refuse collection services to the City of Madera for a minimum term of at least five years on terms satisfactory to WCI, WCI shall pay to the Procuring Shareholders (as
Additional Contingent Purchase Price. If within twelve (12) months following the Closing Date, the Corporation receives a final and unappealable permit to expand its municipal solid waste landfill beyond its current existing total permitted air space by a minimum of 6,500,000 cubic yards, WCI shall pay to Shareholders as additional contingent purchase price a number of shares of WCI's Common Stock, par value $0.01 ("WCI Stock"), which shall be delivered by WCI to the Shareholders within fifteen (15) days following the date WCI receives notice that such permit is final and unappealable (the "Final Date") determined as follows: The number of shares of WCI Stock to be delivered pursuant to this Section 1.8 shall be an amount equal to one million three hundred thousand dollars ($1,300,000) divided by the average of the closing price of WCI Stock as quoted on the NASDAQ Stock Market for the five (5) successive trading days for which a closing price is quoted following the Final Date (the "Average Closing Price"). The Average Closing Price and the number of shares of WCI Stock to be delivered pursuant hereto shall be appropriately adjusted in the event of any change in WCI Stock during the period used in determining the Average Closing Price, including without limitation any stock dividend, stock split, reverse stock split, recapitalization, reorganization, merger or consolidation. WCI shall not be obligated to issue any fractional shares of WCI Stock, but shall instead pay the Shareholders cash in lieu of any fractional share equal to the Average Closing Price multiplied by the fraction of a share of WCI Stock that would otherwise be issued. WCI shall have sole discretion in determining whether and on what terms it will pursue such permit, and WCI shall not be liable to any of the Shareholders for any decision not to pursue such permit or its failure to obtain such permit, without regard to the reason therefor. Notwithstanding anything in this Section 1.8 to the contrary, WCI reserves the right to, at its option or if applicable securities laws will not permit the issuance of WCI Stock to Shareholders as contemplated herein, pay such additional contingent purchase price to Shareholders in cash. Shareholders acknowledge that the WCI Stock issued pursuant to this Section 1.8 will be unregistered stock and Shareholders shall, as a condition to the receipt thereof, execute any such documents as WCI shall reasonably request. Each Shareholder further represents that:
(a) Each of the Shareholders is an "a...
Additional Contingent Purchase Price. The Purchase Price may be increased by the additional contingent payments described in this Section. If, within eighteen (18) months after the date of this Agreement (the "SIGNING DATE"), the Shareholders successfully assist WCI or any of its subsidiaries in acquiring directly or indirectly (through asset purchase, stock purchase, merger or otherwise) the waste collection operations of any other company providing such services north of the Platte River in the State of Nebraska to the South Dakota border, and in the State of South Dakota from the South Dakota border north to Interstate 90, WCI shall pay the Shareholders as additional Contingent Purchase Price a cash amount equal to two percent (2%) of the projected gross revenue (after deduction of any disposal or transfer fees) with respect to such operations during the first year after they are acquired by WCI, which amount shall be paid on the Closing Date (as defined in Section 2) if such acquisition is consummated on or prior to the Closing Date or thirty (30) days after the date any such acquisition is consummated if consummated after the Closing Date. WCI shall have sole discretion in
Additional Contingent Purchase Price. Buyer shall remit additional shares of common stock of Bacterin Holdings with an aggregate market value of Five Hundred Thousand Dollars ($500,000) when gross revenues from the sale of Products equals or exceeds Two Million Dollars ($2,000,000) as determined from Product sales occurring after the Closing Date (“Additional Contingent Purchase Price”). The market value per share will be determined at the close of the NYSE on the date that gross Product revenue equals or exceeds the aforesaid threshold.
Additional Contingent Purchase Price. In addition to the portion of the Purchase Price owed to the Seller Responsible for Existing Lawsuits Group A and Ordinary Litigation, Buyer shall pay the Seller Responsible for Existing Lawsuits Group A and Ordinary Litigation, on the Closing Date, the Additional Contingent Purchase Price, as per Section 4.2.
Additional Contingent Purchase Price. If within eighteen (18) months following the Closing Date any of the Shareholders assist WCI or any of its affiliates or subsidiaries in acquiring directly or indirectly (through asset purchase, stock purchase, merger or otherwise) the waste collection operations (the "ACQUIRED OPERATIONS") of any other company or companies providing such services, WCI shall pay to the Shareholders as additional contingent purchase price a cash amount equal to two percent (2%) of the Projected Net Revenues (as defined below) with respect to the Acquired Operations, which amount shall be paid within thirty (30) days after the date any such acquisition is consummated. For the purposes of this Section 1.3, "PROJECTED NET REVENUES" shall mean the gross revenues for an Acquired Operation for the twelve (12) months preceding the closing date for such acquisition less all disposal costs, transfer fees, franchise fees, and taxes related to host fees or disposal taxes (excluding income and sales taxes) projected for such Acquired Operation for the twelve (12) months following the closing date of such acquisition as determined from WCI's pro forma financial statements for such Acquired Operation. WCI shall have sole discretion in determining whether and on what terms it will consummate any such acquisition, and WCI shall not be liable to any of the Shareholders for any decision not to pursue any such acquisition or its failure to consummate any such acquisition, without regard to the reason therefor.
Additional Contingent Purchase Price. 2 1.4 Allocation of the Purchase Price...............................................................3 1.5 Excluded Assets................................................................................3
Additional Contingent Purchase Price. The Stockholders will earn an additional stock award of a total of 100,000 SofTech shares (the "Additional Shares") if the services group (including Computer Grachics Corp.) generates Service Group Revenue, as defined below, of at least $4,166,000 and Operating Profit, as defined below, of at least $583,000 in the twelve month period ended December 31, 1997. The Additional Shares, if earned, will be issued to the Stockholders on a pro rata basis in accordance with the distribution of the Base Purchase Price as detailed in Exhibit A. Service Group Revenue shall be defined as services earned through December 31, 1997 by the services group of the Buyer as presently composed of Computer Graphics, Corp. and the former Mechanical Design Synthesis Consulting group and RAM Design (collectively, the "Services Group"), with completion of this transaction. Revenue will be recognized based upon the revenue recognition policies of SofTech, Inc. in accordance with generally accepted accounting principals. Operating Profit shall be defined as revenue less the direct and indirect expenditures of the Services Group. Operating Profit does not include any allocation of corporate expenses of Information Decisions, Inc. or SofTech, Inc. for centrally provided functions such as management, accounting, human resources, cost of capital, etc. Operating Profit does include all expenses incurred by the Services Group such as depreciation, goodwill amortization, branch level administrative help, etc. Additional acquisitions of services-only companies subsequent to the transaction date that are added to the Services Group shall be included in determining goal attainment.
Additional Contingent Purchase Price. Pursuant to the appraisal procedure in Schedule 2 attached hereto, Buyer shall pay to Seller additional monies as follows (the “Additional Contingent Purchase Price”):
(i) If the FMV (defined in Schedule 2) of the Buyer’s Property is no less than $57,500,000, Buyer will pay to Seller within thirty (30) days of the completion of the FMV, an additional amount equal to $600,000; and
(ii) If the FMV of Buyer’s Property is no less than $60,000,000, Buyer will pay to Seller within thirty (30) days of the completion of the FMV, in addition to the payment under (c)(i) above, an additional payment equal to $400,000, for a total of $1,000,000 of Additional Contingent Purchase Price; and
(iii) The provisions of this subsection (c) shall survive the closing and recording of the Deed.
Additional Contingent Purchase Price. Multi-Family Developer shall timely pay to MOB Developer the Additional Contingent Purchase Price, as set forth in Section 3(c) of the Purchase Agreement.
