Common use of Additional Merger Consideration Clause in Contracts

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. In addition to If the conversion Closing Date occurs after June 30, 2007, then the holders of shares of Company HNB Common Stock into Parent shall share with each other in proportion to their respective holdings in such HNB Common Stock Stock, as described in Section 1.5 a part of and included within the Reorganization Agreement, Parent shall pay to each Merger Shareholder, by delivering to the Shareholders' Agent on behalf of each Merger ShareholderConsideration, a check in an amount determined by multiplying $4,000,000 sum equal to HNB’s Net Income for the period July 1, 2007 through the Closing Date (the "Closing Cash “Additional Merger Consideration") by such Merger Shareholder's Percentage Interest (as defined in Section 1.6 of the Reorganization Agreement”). In no event order to calculate the Additional Merger Consideration, HNB’s accountants (“HNB’s Accountant”) shall Parent be required to pay to calculate the Merger Shareholders under this Section 2 more than an aggregate net income of $4,000,000 HNB and HNB Bank on a consolidated basis in cash accordance with GAAP and consistent with HNB’s books and records as well as HNB’s past practices (such Closing Cash Consideration being in addition to “HNB’s Net Income”) for the shares of Parent Common Stock referred to in period July 1, 2007 through the first sentence of this Section 2.date that is three (3) Assuming that on or before the fifth business day days prior to the ClosingClosing Date (the “Calculation Period”). In connection therewith, HNB’s Accountant shall prepare an income statement for HNB for the Calculation Period in which the determination of HNB’s Net Income for the Calculation Period shall be set forth (the “HNB Income Statement”). The HNB Income Statement shall be provided by HNB’s Accountant to HNB and Mercantile Sub the day after the Calculation Period ends. Upon receipt of the HNB Income Statement, Mercantile Sub shall have a period of two (2) business days (the “Review Period”) in which to make its own independent investigation and determination of HNB’s Net Income for the Calculation Period by means of reviewing HNB’s books and records along with such other further information as Mercantile Sub or its representatives deem relevant to making such determination. During the Review Period, HNB shall make available to Mercantile Sub or its representatives HNB’s books and records and other information for this purpose. The amount of HNB’s Net Income for the Calculation Period as set forth on the HNB Income Statement shall be deemed conclusive unless Mercantile Sub notifies HNB, in writing, during the Review Period of any dispute Mercantile Sub has with respect thereto specifying therein the particulars of any such disagreements (the “Dispute Notice”). If Mercantile Sub does not give HNB a Dispute Notice during the Review Period, then the Closing of the Merger shall proceed as scheduled. However, if Mercantile Sub does give HNB a timely Dispute Notice as to any amount on the HNB Income Statement or as to the calculation of HNB’s Net Income for the Calculation Period, as the case may be, and such dispute can not be resolved by the Parties through reasonable efforts within five (5) business days after the giving of the Dispute Notice, then such dispute or disputes shall be submitted to an independent accounting firm selected by mutual agreement of the Parties (the “Independent Accountant”). The Parties will use reasonable efforts to cause the Independent Accountant to resolve all disputed issues within ten (10) days after the matter has been submitted or as soon thereafter as practicable. In this regard, each Party shall cooperate with the other and shall submit all documentation or information to the Independent Accountant as shall be reasonably required by such Independent Accountant to promptly make its determination. The determination of the Independent Accountant shall be final, conclusive and binding on the Parties hereto. The cost of the Independent Accountant shall be borne equally by the Parties. If Mercantile Sub gives HNB a Dispute Notice, as aforesaid, the Company provides Closing of the Merger shall be postponed and delayed for a period of up to Parent thirty (a30) days from the date of appointment of the Independent Accountant during which time the Independent Accountant shall resolve all disputed issues and make a schedule reasonably satisfactory final determination of HNB’s Net Income for the Calculation Period. The Closing shall be rescheduled by the Parties when a final determination of HNB’s Net Income for the Calculation Period has been made as set out above. In addition, once HNB’s Net Income for the Calculation Period is either conclusively or finally determined, as aforesaid, the Additional Merger Consideration shall be calculated by adding together (i) HNB’s Net Income for the Calculation Period and (ii) the Average Daily Net Income of HNB multiplied by the number of days lapsed from the last day of the Calculation Period to Parent setting forth opposite the name Closing Date (the “Interim Days”). The Average Daily Net Income of each HNB shall be the quotient of HNB’s Net Income for the Calculation Period and the number of days in such Calculation Period. The Per Share Merger Shareholder Consideration shall then be calculated based on the foregoing by the following formula: The Per Share Merger Consideration shall equal the quotient of (i) the dollar amount of any cash to be received by such Merger Shareholder pursuant to this Consideration set out in Section 2; 2.01(c) plus the Additional Merger Consideration and (ii) any amounts that Parent should withhold from the dollar amount otherwise payable pursuant to this Section 2 with respect 208,913. The Per Share Merger Consideration, as so modified shall then be paid to the exercise holders of any , Company Options or warrants to purchase shares of Company HNB Common Stock; and (iii) Stock as provided in Section 2.02. Notwithstanding the net amount payable to such Merger Shareholder pursuant to this Section 2, and (b) such other documents reasonably requested by Parentforegoing, the checks referred to in this Section 2 Additional Merger Consideration shall be delivered to the Shareholders' Agent equal HNB’s Net Income for the benefit Calculation Period only (and shall not include the Net Income of HNB for the Merger Shareholders on Interim Days) if HNB’s Net Income for the Closing Date promptly after Calculation Period, as initially determined by HNB’s Accountant is twenty percent (20%) or more in excess of HNB’s Net Income for the Closing. If the documents required to be delivered Calculation Period as finally determined 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 deliveredIndependent Accountant.

Additional Merger Consideration. In addition The term “Additional Per Share Merger Consideration” shall mean: (a) a cash amount equal to (i) 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 Final Dividend (as defined in Section 1.6 5.1), if any, payable by the Company in accordance with Section 5.1 below divided by (ii) the sum of the Reorganization Agreement). In no event shall Parent number of outstanding Common Shares plus the number of Common Shares that would be required to pay to issuable upon exercise of the Merger Shareholders under this Section 2 more than an aggregate unexercised Company Stock Options if they were exercised on a cashless basis in accordance with the terms 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 Stock Options, assuming the Per Share Price shall be the “fair market value” of the Common Shares for purposes of such calculation (the “Cashless Exercise Option Shares”) plus the number of Common Shares issuable upon exercise of the unexercised Company Warrants, in each case outstanding as of the Effective Time (the “Additional Cash Per Share Merger Consideration”) plus (b) an ownership interest in CMC equal to Parent (a) a schedule reasonably satisfactory to Parent setting forth opposite the name of each Merger Shareholder (i) 100% of the dollar amount of any cash to be received membership interest in CMC divided by such Merger Shareholder pursuant to this Section 2; (ii) any amounts that Parent should withhold from the dollar amount otherwise sum of the number of outstanding Common Shares plus the Cashless Exercise Option Shares plus the number of Common Shares issuable upon exercise of the unexercised Company Warrants, in each case outstanding as of the Effective Time, which interest shall be represented by the Operating Agreement of CMC and this Agreement (the “Additional Equity Per Share Merger Consideration”). The Additional Per Share Merger Consideration shall be payable pursuant to this Section 2 by the Company and all Additional Cash Per Share Merger Consideration payable with respect to the exercise of any , Common Shares (other than Dissenting Shares) and Company Options or warrants to purchase shares of Company Common Stock; and Warrants (iiiother than the Designated Warrants) 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 deposited by the Company pursuant with the Depositary in accordance with Section 2.2(a). The Additional Cash Per Share Merger Consideration payable to the previous sentence are not delivered as specifiedholders of the Company Stock Options shall remain with the Surviving Company following the Effective Time and shall be payable by the Surviving Corporation in accordance with Section 2.2(b). Claims Management Co shall be responsible for calculating the amount of the Additional Equity Per Share Merger Consideration to be issued promptly following Closing to holders of Common Shares (other than Dissenting Shares), Parent Company Stock Options and Company Warrants and shall use its best efforts to deliver the checks referred to in this Section 2 provide such information to the Shareholders' Agent Parent or the Surviving Corporation for inclusion in the benefit letter of transmittal provided for in Section 2.2(c). CMC shall issue to the Surviving Company promptly following the Closing a percentage membership interest in CMC equal to (x) the Additional Equity Per Share Merger Consideration multiplied by (y) the sum of the Merger Shareholders number of Dissenting Shares plus the number of Common Shares underlying any unexercised Company Warrants as soon as possible after of the Closing, but in no event later than five days after such documents are deliveredEffective Date.

Additional Merger Consideration. In addition to the conversion Within ninety (90) days 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 Parties shall mutually agree upon the amount of Shareholders Equity reflected on the ICTI balance sheet (prepared in accordance with GAAP consistent with the ICTI Financial Statements) as of the Closing Date (the "Shareholders Equity Amount"). Within 10 days of determination of the Shareholders Equity Amount: (a) a schedule reasonably satisfactory to Parent setting forth opposite ARCOMS shall pay the name Shareholders in accordance with the Shareholders Schedule (Exhibit "A") 105% of each Merger Shareholder the amount by which the Shareholders Equity Amount exceeds $500,000, or (ib) the dollar Shareholders, in the ratio reflected in the Shareholders Schedule (Exhibit "A"), shall pay to ARCOMS 105% of the amount by which the Shareholders Equity Amount is less than Five Hundred Thousand Dollars ($500,000). If the Parties are unable to agree upon the amount of the Shareholders Equity Amount within ninety (90) days of the Closing such amount shall be determined by an independent certified public accountant appointed jointly by the certified public accountants of ICTI and ARCOMS who shall each provide such documentation and information as may be necessary to enable such independent accountant to make a determination. Such independent accountant's determination of the Shareholders Equity Amount shall be final and binding on the Parties. If after negotiating for fifteen (15) days, the respective certified public accountants of ARCOMS and ICTI do not reach agreement on the appointment of an independent certified public accountant, then either Party may petition a presiding judge of the Superior Court of San Diego for the appointment of an independent certified public accountant. In the event of a dispute, such portion of the Additional Merger Consideration that is undisputed shall be paid to the Shareholders not later than one hundred (100) days after Closing. Any amount of Additional Merger Consideration that is not paid when due (including any cash disputed amount that is later determined to be received by such Merger Shareholder have been due pursuant to this Section 2; (ii1.8(e)) any amounts that Parent should withhold from the dollar amount otherwise payable pursuant to this Section 2 with respect to the exercise shall accrue interest at a rate 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 9% per annum until paid 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 deliveredfull.