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. In addition to the Closing Merger Consideration and as an integrated part of the overall Merger Consideration, as security for the performance of the representations, warranties and covenants of the Company Stockholder contained in this Agreement and based on the future performance of the Company and WRG, on the Closing Date an additional $500,000 of Parent Common Stock (the “Additional Merger Consideration”), valued in the same manner as the Closing Merger Consideration, shall be issued at the Closing to the Company Stockholder and shall be held in escrow by legal counsel to the Company Stockholder (the “Escrow Agent”), pursuant to an escrow agreement reasonably acceptable to the Parties and such counsel, and released to the Company Stockholder, as follows. In the event that (A) the combined “Pre-Tax Profits of the Corporations” (as hereinafter defined) in each of the fiscal years ending December 31, 2016, 2017 and 2018 (each a “Measuring Year” and collectively, the “Measuring Years”) shall equal or exceed $8,500,000, and (B) for so long as no material breach of any such representations, warranties and covenants shall have occurred and shall be continuing, that number of shares of Parent Common Stock representing $100,000, valued in the same manner as the Closing Merger Consideration, shall be delivered to the Company Stockholder promptly following the end of December 31, 2016, December 31, 2017, December 31, 2018, December 31, 2019 and December 31, 2020, respectively. As used in this Agreement, the term “Pre-Tax Profits of the Corporations” shall mean the net combined or consolidated profits of the Company and WRG (collectively, the “Corporations”), exclusive of and after elimination of all inter-company transactions, as determined in accordance with generally accepted accounting principles (“GAAP”), applied on a consistent basis and consistent with the historical reporting practices of such Corporations, and after deduction of all salaries and bonuses, but before deductions for (A) income taxes, (B) payments in respect of interest charges on any of the minimum $35,000,000 of Required Financing incurred by the Parent in order to consummate the acquisition of the Corporations, and (C) payments of any performance bonus payable in respect of the applicable Measuring Year to the Company Stockholder and Xxxxxxxx pursuant to their respective employment agreements.
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. As promptly as practicable after the close of the Surviving Corporation's fiscal year ending December 31, 1998, and in any event on or before March 31, 1999, Surviving Corporation (on behalf of the STOCKHOLDERS) shall prepare and deliver to ITP the Combined Financial Statements, including a calculation for NTM EBITDA, prepared on a basis consistent with GAAP. ITP shall have 30 days after receipt of the Combined Financial Statements and the STOCKHOLDERS' determination of NTM EBITDA to review such information (the "NTM Review Period").
(a) If ITP accepts the STOCKHOLDERS' determination of NTM EBITDA, or if ITP fails to give notice to the STOCKHOLDERS within the NTM Review Period ("NTM Acceptance"), and if the determination of NTM EBITDA is equal to or greater than 115% of the LTM EBITDA, within 5 days of the NTM Acceptance, ITP shall deliver to the STOCKHOLDERS the respective number of additional shares of ITP Stock set forth on Annex III (the "Additional Merger Consideration").
(b) If the STOCKHOLDERS' determination of NTM EBITDA is less than 115% of the LTM EBITDA, the STOCKHOLDERS shall not be entitled to receive the Additional Merger Consideration.
(c) ITP may dispute the STOCKHOLDERS' determination of NTM EBITDA by giving notice within the NTM Review Period of such dispute to the STOCKHOLDERS setting forth in reasonable detail the amounts in dispute and the basis for such dispute. If ITP fails to deliver a notice of objections during the NTM Review Period, ITP shall be deemed to have accepted the STOCKHOLDERS' determination of NTM EBITDA upon expiration of the NTM Review Period.
Additional Merger Consideration. The "Additional Merger Consideration," as defined herein, may become payable as follows:
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. 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. Distributions, if any, of the Earnout Consideration, Merger Consideration Surplus and/or Holdback Amount shall be made in accordance with Section 7.10. Parent shall provide the Stockholders’ Representative with written notice, within ten (10) Business Days after achievement of the relevant event by Parent or any of its Affiliates or assignees, of the following: (a) receipt of any milestone payment under the Teva Agreement by virtue of the first four Teva Agreement statements of work/programs (if so many); (b) [reserved]; (c) entry into of a definitive agreement for, or a statement of work or similar document under, any Parent Partnered Program before the fourth anniversary of the Closing, as well as the initiation of work under any such definitive agreement or statement of work; or (d) delivery under any Parent Partnered Program, before the sixth anniversary of the Closing, of antibodies (or the sequences thereof) directed to a particular therapeutic target to the applicable customer or other commercial partner meeting the specifications therefor as set forth in the documentation governing such Parent Partnered Program, provided that the obligation to provide such notices under the foregoing clause (a) shall expire upon payment to the Paying Agent (on behalf of and for distribution to the Stockholders in accordance with the terms of this Agreement) of aggregate Earnout Consideration payable under item “(a)” of the definition of Earnout Consideration of $25,250,000 and the obligation to provide such notices under the foregoing clauses (c) and (d) shall expire upon payment to the Paying Agent (on behalf of and for distribution to the Stockholders in accordance with the terms of this Agreement) of aggregate Earnout Consideration payable under items “(c)” and “(d)” of the definition of Earnout Consideration of $5,000,000. Parent disclaims any contractual or other duty to the Stockholders to generate or maximize the Earnout Consideration, and it is acknowledged that there shall be no such duty. Specially and notwithstanding the foregoing sentence, however, Parent covenants and agrees not to, in bad faith, delay beyond the applicable Earnout Consideration eligibility period either the entering into of a definitive agreement or statement of work or similar document for a Parent Partnered Program, or the delivery of antibodies to the customer or other commercial partner under a Parent Partnered Program, which would naturally (i.e., if the Earnout Consideration eli...
Additional Merger Consideration. (a) In addition ------------------------------- to the Merger Consideration, the Periscope Stockholders shall be entitled to receive an aggregate of 225,000 additional shares of Common Stock (the "Additional GIANT Common Stock" or "Additional Merger Consideration") based upon the net pre-tax profits of Periscope for the fiscal year ending December 31, 1999 (the "1999 Periscope Pre-Tax Profits"). The number of shares of Additional GIANT Common Stock shall be equal to: Amount of 1999 Number of Periscope Pre-Tax Profits Shares ------------------------- --------- less than $13.0 million -0- from 13.0 million but less than $14.0 million 50,000 from $14.0 million but less than $15.5 million 87,500 from $15.5 million but less than $17.3 million 125,000 in excess of $17.3 million 225,000 If between the date of this Agreement and the date of delivery of the Additional GIANT Common Stock to the Periscope Stockholders, the outstanding shares of GIANT Common Stock shall have been changed into a different number of shares or a different class by reason of a stock dividend, subdivision, reclassification, recapitalization, split-up or combination, the Additional GIANT Common Stock constituting the Additional Merger Consideration shall be appropriately adjusted.
(b) The accountants then auditing the 1999 financial statements of GIANT shall calculate the 1999 Periscope Pre-Tax Profits. For purposes of the foregoing calculation, the accountants shall follow generally accepted accounting principals ("GAAP") consistent with the 1998 financial statements of Periscope, subject to the following: (i) no corporate overhead allocation of GIANT shall be charged to Periscope, (ii) no charge shall be made for any amortization of goodwill arising from the Merger, (iii) an interest charge at a rate of ten (10%) percent per annum shall be charged for advances exceeding $3 million made by GIANT or any GIANT subsidiary to Periscope, and (iv) no interest shall be charged with respect to the indebtedness referred to in Section 5.11 hereof or the funds provided pursuant ------------ to Section 5.12 hereof. Either of GIANT or Xxxxx Xxxxx ------------ ("Sands"), as representative of the Periscope Stockholders, shall have the right to discuss with the accountants the calculation of the 1999 Periscope Pre-Tax Profits. The accountants shall present their calculation on or before April 30, 1999. The calculation of the accountants shall be final and binding upon GIANT and the Periscope Stockholders,...
Additional Merger Consideration. In addition to the shares of Ring Stock to be received by the Target Shareholders pursuant to Section 1.4(a) above, at the Effective Time, subject to adjustment as set forth in this Agreement, Target Shareholders shall also receive from Ring a cash payment in the total amount of $2,320,000.00 distributed as outlined on the closing statement (such cash payment is referred to herein as the “Cash Consideration”).
