Common use of Additional Merger Consideration Clause in Contracts

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 nor the December Payment shall be treated as a Tax Savings for purposes of this Agreement it being understood that the Tax Savings allocated pursuant to clause (i) below shall be Tax Savings in lieu thereof. When, as and if the Company realizes any Tax Savings (as defined below), it shall allocate such Tax Savings as follows:

Additional Merger Consideration. (a) Prior In addition 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 Closing Merger Consideration and contingent upon receiving approval by the Stockholders in accordance with Section 280G(b) (5) (B) as an integrated part of the Codeoverall Merger Consideration, be accelerated by 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 vest WRG, on the Closing Date an additional $500,000 of Parent Common Stock (the “Additional Merger Consideration”), valued in fullthe 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. Each holder 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 an "Executive" a “Measuring Year” and collectively, the "Executives"“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 options granted under Corporations” shall mean the Performance Option Plan shall exercise net combined or consolidated profits of the Company and WRG (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 Timecollectively, the Company“Corporations”), subject to exclusive of and contingent upon receiving approval by the Stockholders after elimination of all inter-company transactions, as determined in accordance with Section 280G(bgenerally 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, (5B) payments in respect of interest charges on any of the Code, shall pay minimum $35,000,000 of Required Financing incurred by the Parent in order to each consummate the acquisition of the Executives Corporations, and (C) payments of any performance bonus payable in respect of 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 Measuring Year 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 Stockholder 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, Xxxxxxxx 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 nor the December Payment shall be treated as a Tax Savings for purposes of this Agreement it being understood that the Tax Savings allocated pursuant to clause (i) below shall be Tax Savings in lieu thereof. When, as and if the Company realizes any Tax Savings (as defined below), it shall allocate such Tax Savings as follows:their respective employment agreements.

Additional Merger Consideration. (a) Prior In addition 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 Closing Merger Consideration and contingent upon receiving approval by the Stockholders in accordance with Section 280G(b) (5) (B) as an integrated part of the Codeoverall Merger Consideration, be accelerated by 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 vest WRG, on the Closing Date an additional $500,000 of Parent Common Stock (the “Additional Merger Consideration”), valued in fullthe 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. Each holder 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 an "Executive" a “Measuring Year” and collectively, the "Executives"“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, June 30, 2018, June 30, 2018 and December 31, 2020, respectively. As used in this Agreement, the term “Pre-Tax Profits of the options granted under Corporations” shall mean the Performance Option Plan shall exercise net combined or consolidated profits of the Company and WRG (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 Timecollectively, the Company“Corporations”), subject to exclusive of and contingent upon receiving approval by the Stockholders after elimination of all inter-company transactions, as determined in accordance with Section 280G(bgenerally 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, (5B) payments in respect of interest charges on any of the Code, shall pay minimum $35,000,000 of Parent Financing incurred by the Parent in order to each consummate the acquisition of the Executives Corporations, and (C) payments of any performance bonus payable in respect of 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 Measuring Year 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 Stockholder 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, Xxxxxxxx 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 nor the December Payment shall be treated as a Tax Savings for purposes of this Agreement it being understood that the Tax Savings allocated pursuant to clause (i) below shall be Tax Savings in lieu thereof. When, as and if the Company realizes any Tax Savings (as defined below), it shall allocate such Tax Savings as follows:their respective employment agreements.