Additional Merger Consideration. In the event the GFI Merger Agreement or the JPI Merger Agreement is amended to increase the Merger Consideration (as defined in each agreement) (whether by increase to the Per Share Price or other increase to the effective Exchange Ratio), the direct and indirect stockholders of IDB Buyer shall not be entitled to receive, directly or indirectly, and shall forfeit and pay to CME if necessary, such increased Merger Consideration.
Additional Merger Consideration. (a) Prior to the Effective Time, any options granted under the Company's 1996 Performance Option Plan (the "Performance Option Plan") which have not heretofore vested shall, subject to and contingent upon receiving approval by the Stockholders in accordance with Section 280G(b) (5) (B) of the Code, be accelerated by the Company and vest in full. Each holder (each an "Executive" and collectively, the "Executives") of the options granted under the Performance Option Plan shall exercise (the "Executive Option Exercise") the options granted under the Performance Option Plan to purchase the number of Shares set forth opposite his name on Annex II under the heading "Purchased Option Shares" prior to the -------- Effective Time. Immediately prior to the Effective Time, the Company, subject to and contingent upon receiving approval by the Stockholders in accordance with Section 280G(b) (5) of the Code, shall pay to each of the Executives the bonus set forth on Schedule 1.11 opposite such Executive's name (the "Executive ------------- Bonuses"), net of all applicable withholding taxes. The Aggregate Merger Consideration (including the amount of Indebtedness and cash and cash equivalents) shall be determined after giving effect to the payment of the Executive Bonuses as though such payment had occurred on the close of business on October 24, 1997. The Company shall promptly file amended Tax Returns for 1996 and Tax Returns and refund claims for 1997 reflecting the compensation expenses associated with the Executive Option Exercise (and the disposition of the Shares received upon such exercise), the cancellation, for cash, of certain Employee Stock Options, pursuant to Section 1.5(c) and the Executive Bonuses (the "Executive Deductions"). The Aggregate Merger Consideration includes $1.1 million of consideration ("Tax Payment") that relates to the tax savings realized by the Company when it elected not to make estimated tax payments in anticipation of a reduction of its 1997 taxable income as a result of Tax Savings (as defined below). On December 15, 1997, the Company shall pay $1.0 million ("December Payment") to an escrow agent selected by mutual agreement of the MergerCo and a majority of the Stockholders (the "Escrow Agent") reflecting an additional tax savings that will result from the Company's election not to make a fourth quarter estimated tax payment in anticipation of a reduction of its 1997 taxable income as a result of Tax Savings. Neither the Tax Payment...
Additional Merger Consideration. In addition to the conversion of shares of Company Common Stock into Parent Common Stock as described in Section 1.5 of the Reorganization Agreement, Parent shall pay to each Merger Shareholder, by delivering to the Shareholders' Agent on behalf of each Merger Shareholder, a check in an amount determined by multiplying $4,000,000 (the "Closing Cash Consideration") by such Merger Shareholder's Percentage Interest (as defined in Section 1.6 of the Reorganization Agreement). In no event shall Parent be required to pay to the Merger Shareholders under this Section 2 more than an aggregate of $4,000,000 in cash (such Closing Cash Consideration being in addition to the shares of Parent Common Stock referred to in the first sentence of this Section 2.) Assuming that on or before the fifth business day prior to the Closing, the Company provides to Parent (a) a schedule reasonably satisfactory to Parent setting forth opposite the name of each Merger Shareholder (i) the dollar amount of any cash to be received by such Merger Shareholder pursuant to this Section 2; (ii) any amounts that Parent should withhold from the dollar amount otherwise payable pursuant to this Section 2 with respect to the exercise of any , Company Options or warrants to purchase shares of Company Common Stock; and (iii) the net amount payable to such Merger Shareholder pursuant to this Section 2, and (b) such other documents reasonably requested by Parent, the checks referred to in this Section 2 shall be delivered to the Shareholders' Agent for the benefit of the Merger Shareholders on the Closing Date promptly after the Closing. If the documents required to be delivered by the Company pursuant to the previous sentence are not delivered as specified, Parent shall use its best efforts to deliver the checks referred to in this Section 2 to the Shareholders' Agent for the benefit of the Merger Shareholders as soon as possible after the Closing, but in no event later than five days after such documents are delivered.
Additional Merger Consideration. If the Purchase Exchange Ratio is used to determine the Exchange Ratio at the Effective Time, each holder of Safety Fund Common Stock exchanging shares of Safety Fund Common Stock in connection with the Merger ("Holder") shall also be entitled to received ------ additional Merger Consideration under the circumstances described in this Section 2.6. Upon the occurrence of a "Triggering Event" and without the ---------------- payment of further consideration, each Holder shall be entitled to receive a number of shares of Buyer Common Stock, rounded down to the nearest whole share, determined by multiplying the number of shares of Safety Fund Common Stock held of record and beneficially by such Holder as of the Closing by the difference between the Pooling Exchange Ratio and the Purchase Exchange Ratio. A Triggering Event shall have occurred if, on or before the date which is three months after the Closing Date, a Pooling Determination is made with respect to the Merger. During the three-month period following the Effective Date, Buyer shall regularly cause an inquiry to be made as to whether a Pooling Determination can be made and shall cause a Pooling Determination to be made as promptly as practicable after the occurrence of events that would permit such a determination to be made based on facts not determinable prior to the Effective Time. If no Triggering Event shall have occurred on or before the end of such three-month period, no Holder shall have any right to receive any additional Merger Consideration pursuant to this Section 2.6. The right to receive additional Merger Consideration shall not be transferable except in the case of the death of the Holder, and then only by will or the laws of descent and distribution.
Additional Merger Consideration. In addition to the Merger Consideration, Parent may issue, and Seller may be entitled to receive, up to Ten Million Dollars ($10,000,000) worth of Parent Common Stock as additional consideration (the “Additional Merger Consideration”) as follows:
Additional Merger Consideration. The "Additional Merger Consideration," as defined herein, may become payable as follows:
Additional Merger Consideration. The holders of TCG Common Stock and TCG Nonvoting Preferred Stock who receive the Base Merger Consideration for their shares, the holders of TCG Stock Options and TCG Warrants who are entitled to receive consideration under Section 1.6(a)(y) hereof, and the holders of TCG Restricted Stock Awards who are entitled to receive the Base Merger Consideration Value under Section 1.6(b) (subject to lapse restrictions) shall have the contractual right to receive from MB, on a per share basis, the Additional Merger Consideration, if any (or in the case of holders of TCG Stock Options and TCG Warrants, the portion thereof determined under Section 1.6(a)(y)) in cash, without interest. For purposes of this Agreement, "Additional Merger Consideration" means (i) the amount of the "Excess Gain" (as such term is defined in Exhibit D), if any, realized from the consummation of the transaction permitted under Exhibit D in compliance with the criteria set forth in Exhibit D divided by (ii) the number of shares of TCG Common Stock and TCG Nonvoting Preferred Stock outstanding immediately prior to the Effective Time and the number of shares of TCG Common Stock subject to TCG Stock Options, TCG Warrants and TCG Restricted Stock Awards that are entitled to receive Additional Merger Consideration (or a portion thereof) under Section 1.6(a)(y) or 1.6(b), as applicable. The aggregate Additional Merger Consideration (other than with respect to TCG Restricted Stock Awards converted to the Base Merger Consideration Value that are subject to lapse restrictions), if any, shall be paid by MB as soon as reasonably practicable after the
Additional Merger Consideration. Subject to and upon the terms and conditions of this Agreement, on each Earnout Payment Date, Parent shall pay to MHRx as additional Merger Consideration the Annual Earnout Amount due with respect to the immediately preceding Annual Earnout Period. Notwithstanding the foregoing, Parent may, in its sole discretion, elect to pay to MHRx an Annual Earnout Amount (or a portion thereof) despite the Annual EBITDA (or, for the Annual Earnout Period ending December 31, 2010, the Annual EBITDA plus the TRICARE Amount) being less than the EBITDA Threshold for such Annual Earnout Period. Payments made pursuant to this Section 2.13 shall not be subject to any right of setoff.
Additional Merger Consideration. (a) During the period commencing on the Effective Date and ending upon the earlier of (a) the second anniversary of the Effective Date or (b) the date of termination for any reason of Xxxxxxx' employment, Xxxxxxx will be paid the amount, if any, (the "Additional Merger Consideration") by which (i) 10% of the aggregate EBITD (as defined below) of the Surviving Corporation (the "Earnings Share") for the period commencing on the Effective Date and ending June 30, 1998 and thereafter for all completed fiscal quarters (for which Xxxxxxx was employed for such entire fiscal quarter pursuant to the employment agreement (the "Employment Agreement") attached hereto as Exhibit B) exceeds (ii) $520,000 per year (the "Amount") (pro rated on a per diem basis for any period less than 12 calendar months); provided, however, that if during the period commencing on the Effective Date and ending one year later the Earnings Share accrued for such period is less than the Amount, then the difference between the Amount and the Earnings Share accrued for such period shall be subtracted from any Additional Merger Consideration accruable for the next fiscal quarter and thereafter from each subsequent fiscal quarter until such difference shall be consumed. "
Additional Merger Consideration. If, prior to December 31, 1998, Xxxxxxxxx Xxxxxxx, Xxd. shall offer to allow ARC to manage Grandview pursuant to an Acceptable Grandview Management Agreement (as hereinafter defined), ARC shall pay $1,000,000 in cash to the FGI Shareholders (the "Additional Cash Consideration"). The Additional Cash Consideration shall be allocated among, and distributed to, the FGI Shareholders in accordance with Schedule 3.1, and shall be paid by ARC by wire transfer of immediately available funds within three (3) days after the Acceptable Grandview Management Agreement is executed by ARC (or its Affiliate). As used herein, an "Acceptable Grandview Management Agreement" means a management agreement that (i) has the basic terms set forth on Exhibit B hereto, (ii) otherwise contains customary and usual terms and conditions, and (iii) is reasonably satisfactory to ARC. ARC's execution of an agreement with Grandview Terrace, Ltd. containing substantially the basic terms set forth in Exhibit B shall constitute conclusive evidence that the agreement is satisfactory to ARC and that the FGI Shareholders are entitled to the Additional Cash Consideration.
