Additional Purchase Price. The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.
Additional Purchase Price. Purchaser shall pay to the Sellers an additional amount determined as follows:
(i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”).
(ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b).
(iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement
(iv) If an Active Sharehold...
Additional Purchase Price. Upon receipt by Purchaser of consideration greater than the Cash Purchase Price as a result of the sale, transfer or other disposition of the Securities, or any portion thereof, or sale of all or substantially all of the assets or stock of USDATA ("Transfer"), on or before December 31, 2003, Sellers shall receive an aggregate of 25% ("Sellers' Share") of the excess that Purchaser receives over the Cash Purchase Price (or applicable portion thereof) in the same form and on the same terms and conditions, received by Purchaser in such Transfer, provided that the aggregate Sellers' Share shall be paid to Safeguard Delaware, Inc., as agent for the Sellers and shall be distributed by Safeguard Delaware, Inc. to the Sellers in accordance with any agreements among them with respect thereto. Purchaser shall notify Sellers in writing of any such Transfer, provide Sellers with copies of the Transfer documents and shall certify in writing the consideration received in such Transfer. If the consideration received in a Transfer is other than cash, the value of such non-cash consideration shall be as determined in the Transfer documents.
Additional Purchase Price. The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Additional DECS and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller on the Option Closing Date for the Additional DECS, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Initial DECS purchased by the Underwriters under the Underwriting Agreement.
Additional Purchase Price. In addition to Shareholder’s percentage interest in the Purchase Price, as determined under Article II of the Purchase Agreement, Shareholder shall receive the following as additional consideration for the sale, conveyance, transfer, assignment and delivery of the Shares.
Additional Purchase Price. During the time period commencing on the Closing Date and terminating on the date that is ninety (90) Calendar Days thereafter (the “Commercial Pad Purchase Period”), Buyer shall have the right to elect, in its sole discretion, by written notice delivered by Buyer to Seller on or before the expiration of the Commercial Pad Purchase Price (the “Commercial Pad Election Notice”), whether to retain or to not retain that certain real property more particularly described on Exhibit “N” attached hereto and incorporated herein by reference (the “Commercial Pad”), for an additional purchase price in the amount of Six Hundred Seventy-Five Thousand Dollars ($675,000.00) (the “Additional Purchase Price”). In the event that Buyer fails to timely deliver the Election Notice to Seller, then Buyer shall be deemed to have elected not to retain the Commercial Pad pursuant to this Section 14.1 hereof. In the event that Buyer timely delivers the Election Notice to Seller indicating Buyer’s election to retain the Commercial Pad, then Buyer shall be obligated to deliver the Additional Purchase Price to Seller within ten (10) Business Days of Buyer’s receipt of the Parking Approvals Notice. In the event that Seller fails to deliver the Parking Approvals Notice pursuant to Section 14.2 hereof, Excel shall not be obligated to pay the Additional Purchase Price and shall have the right to retain the Commercial Pad for no additional consideration, and Seller shall have no further rights with respect to the Commercial Pad or any further requirements to obtain the Parking Approvals.
Additional Purchase Price. (a) In the event and at such time as the GSA, or it successors, notifies the Company, or any of its successors or Affiliates, that the GSA will exercise the option for continuation of five years or more on the Company's GSA Professional Engineering Schedule (GS-23F-0206K), (hereinafter referred to as the "GSA Schedule") in a manner that allows the Company, or any of its successors or Affiliates, to continue with, bid and provide services as a small business under the GSA Schedule on GSA Schedule based contracts, including those originating from the US Air Force at Wright-Patterson Air Force Base, then the Buyer shall pay to the Sellers, wxxxxx xxx (00) xusiness days after the notice of the exercise of the option of the GSA Schedule by GSA, or, in the absence of notice, the exercise of such option of the GSA Schedule by GSA, as additional Purchase Price, the aggregate amount of One Million Dollars ($1,000,000) (the "Additional Purchase Price"). In the event that the Additional Purchase Price becomes payable by Buyer to Sellers, the Section 338(h)(10) Amount shall be recalculated in accordance with EXHIBIT A to take into account the Additional Purchase Price. The amount that reflects the difference between the recalculated Section 338(h)(10) Amount and the Section 338(h)(10) Amount agreed to by the parties computed without the Additional Purchase Price shall be the "Additional Section 338(h)(10) Amount". The Additional Section 338(h)(10) Amount shall be paid to Sellers concurrent with the payment of the Additional Purchase Price by wire transfer to Sellers in the proportions specified in SCHEDULE 2.2.
(b) In connection with such GSA Schedule option the Buyer and its successors or Affiliates shall (i) cause the Company to notify the GSA of the Company's desire to exercise the GSA Schedule option in advance of the GSA Schedules' option exercise date, and (ii) cause the Company to remain as a subsidiary of Buyer or its successors, and (iii) not permit the Company to engage in an acquisition of the stock, interests or material assets of another Person or merge with another Person, either of which would disqualify the Company from being eligible to receive the GSA Schedule exercise of option.
(c) The Company, upon request from the Sellers, will periodically discuss with the Sellers the state of the Company's GSA Schedule related business and activities.
(d) In the event that there occurs (i) (A) a sale, exchange or transfer by Buyer or Company of all or a substan...
Additional Purchase Price. (a) In the event of a Qualifying Subsequent Transaction (as defined below), the Aggregate Investor Purchase Price or the Aggregate Management Purchase Price, as applicable, shall be increased by the Make Whole Amount (as defined below). The Make Whole Amount shall be paid by the Investor if the Make Whole Amount applies to the exercise of the Investor Call Option or the Management Stockholders if the Make Whole Amount applies to the exercise of the Management Call Option, at the times and in the form of consideration as called for by the Qualifying Subsequent Transaction as if the recipient(s) entitled to the Make Whole Amount were recipient(s) of consideration in the Qualifying Subsequent Transaction; provided, however, that if the consideration in the Qualifying Subsequent Transaction consists in whole or in part of securities issued in a private offering and issuance (or transfer) of the securities to the recipient(s) of the Make Whole Amount is not permitted by the issuer of such securities, then the recipients shall be entitled to receive the fair market value of such securities determined by appraisal by an experienced valuation firm acceptable to Investor and a Majority Interest or, if a mutual agreement cannot be reached, then by the average of the values determined by an appraiser selected by each of the Investor and the Majority Interest, in cash from the Investor if the Make Whole Amount applies to the exercise of the Investor Call Option or the Management Stockholders if the Make Whole Amount applies to the exercise of the Management Call Option.
(b) For purposes of this Section 3.3, “Make Whole Amount” means the aggregate difference (but only if a positive number) between (i) the price per share received by the Investor pursuant to the exercise of the Management Call Option or the price per share received by the Management Stockholders pursuant to the exercise of the Investor Call Option, as applicable; and (ii) the price per share received by the Investor or the Management Stockholders, as applicable, in the Qualifying Subsequent Transaction; provided, that in a sale of assets by the Company, any amount received by the Company in such Qualifying Subsequent Transaction shall be deemed to have been received by the Stockholders of the Company in proportion to their ownership of Shares.
Additional Purchase Price. In addition to the Guaranteed Purchase Price and the Deferred Purchase Price, AbbVie shall make to Kadmon (or its designees) the payments described in this Section 2.3:
Additional Purchase Price. If, on or prior to the date that is 36 months after the date hereof, Purchaser sells or otherwise transfers, or agrees (either orally or in writing) to sell or otherwise transfer, any of the Sale Units (other than a sale or disposition to an Affiliate of Purchaser where such Affiliate assumes the obligation to make the payment contemplated in this sentence with respect to any disposition of such Sale Units), Purchaser will pay to Gotham, as agent for all Sellers, within two business days following the sale or other transfer, the Additional Purchase Price, at an account designated by Gotham.
