ADDITIONAL PURCHASE PRICE CONSIDERATION Sample Clauses

ADDITIONAL PURCHASE PRICE CONSIDERATION. Each of the persons listed on EXHIBIT C shall receive AMX Options to purchase that number of shares of AMX Common Stock as set forth on EXHIBIT C attached hereto, such options to be granted at an exercise price equal to $5.94 per share with such options to be granted pursuant to individual AMX Stock Option Agreements ("AMX Stock Option Agreements") in the form of that attached hereto as EXHIBIT D. AMX shall deliver cash in the amount of $26,000 to Xxxxxxx as additional consideration for the assignment of the Xxxxxxx Loan and cancellation of the Xxxxxxx 150 Share Option Agreement.

ADDITIONAL PURCHASE PRICE CONSIDERATION. Purchaser acknowledges that Cosmic is actively negotiating with potential new customers that, if successful, would significantly impact the projected revenues and gross profits for Cosmic’s products over the next five years. In the event Cosmic succeeds in securing such new customers with firm purchase orders prior to Closing, Purchaser will consider increasing the base purchase price set forth in Section 2(a) above from $800,000 up to an amount not to exceed $900,000.

ADDITIONAL PURCHASE PRICE CONSIDERATION. 4 1.3 PAYMENT AND NON-ASSUMPTION OF LIABILITIES...............................................................5 1.4 EMPLOYMENT ARRANGEMENTS.................................................................................5 1.5

ADDITIONAL PURCHASE PRICE CONSIDERATION. If within twenty-four (24) months following the Closing, "New York NewCo" and "New Jersey NewCo" (as hereinafter defined) collectively add ten (10) full-time physician-employees and have an aggregate of thirty (30) full-time physician-employees who are employed by New York NewCo or New Jersey NewCo pursuant to valid employment agreements as required by the "MSAs" (as hereinafter defined in Section 1.5) or other employment agreements consented to by PSC in writing hereunder, Parent will pay to the Paying Agent for the benefit of Sellers bonus purchase price consideration in the aggregate amount of $500,000, payable, at Parent's election, in the form of cash or shares of Parent common stock. If Parent elects to pay the bonus consideration in the form of Parent common stock, all shares of stock issued shall be restricted stock under the Securities Act of 1933, as amended, and shall be valued based on the average closing price of Parent common stock on NASDAQ for the twenty (20) trading days ending on the trading day preceding the date of delivery. Any such bonus consideration will be delivered to the Paying Agent for the benefit

ADDITIONAL PURCHASE PRICE CONSIDERATION. For each of the twelve month periods ending June 30, 1998, 1999, 2000, 2001 and 2002, Buyer shall pay to Seller a cash amount equal to 55% of the amount by which EBITDA (as defined below) for such twelve-month period exceeds the "Minimum EBITDA" for such twelve-month period, as set forth below (the "EBITDA Payment"): -------------------------------------------------------------------------------- Twelve Month Period Ending June 30, -------------------------------------------------------------------------------- 1998 1999 2000 2001 2002 -------------------------------------------------------------------------------- Minimum EBITDA $5 $5.175 $5.35 $5.525 $5.7 million million million million million -------------------------------------------------------------------------------- 2.7.1 For purposes of this Agreement: the term "EBITDA" shall mean the sum of (i) Net After-Tax Income (as defined below), plus (ii) the amount of income taxes deducted from the net income from the operation of the Refining Facilities to determine Net After-Tax Income, plus (iii) the amount of depreciation and amortization deducted from the net income from the operation of the Refining Facilities to determine Net After-Tax Income, plus (iv) the amount of interest expense deducted from the net income from the operation of the Refining Facilities to determine Net After-Tax Income (the amounts in clauses (i) through (iv) to be determined in accordance with GAAP; and the term "Net After-Tax Income" shall mean the net income (or loss) from operations of the Refining Facilities for the period in question after deduction for income, franchise, and other taxes and without giving effect to extraordinary losses incurred in the operation of the Refining Facilities, determined in accordance with GAAP; provided, however, that the amount of depreciation and amortization to be used for purposes of determining Net After-Tax Income for each of the following twelve-month periods shall be as set forth below: -------------------------------------------------------------------------------- Twelve Month Period Ending June 30, -------------------------------------------------------------------------------- 1998 1999 2000 2001 2002 -------------------------------------------------------------------------------- Amount of Depreciation and Amortization $2.3 $2.3 $2.1 $1.9 $1.9 million million million million million --------------------------------------------------------------------------------

ADDITIONAL PURCHASE PRICE CONSIDERATION. If within twenty-four (24) months following the Closing, "New York NewCo" and "New Jersey NewCo" (as hereinafter defined) collectively add ten (10) full-time physician-employees and have an aggregate of thirty-five (35) full-time physician-employees who are employed by New York NewCo or New Jersey NewCo pursuant to valid employment agreements as required by the "MSAs" (as hereinafter defined in Section 1.5) or other employment agreements consented to by PSC in writing hereunder, Parent will pay to the Paying Agent for the benefit of Sellers bonus purchase price consideration in the aggregate amount of $500,000, payable, at Parent's election, in the form of cash or shares of Parent common stock. If Parent elects to pay the bonus consideration in the form of Parent common stock, all shares of stock issued shall be restricted stock under the Securities Act of 1933, as amended, and shall be valued based on the average closing price of Parent common stock on NASDAQ for the twenty (20) trading days ending on the trading day preceding the date of delivery. Any such bonus consideration will be delivered to the Paying Agent for the benefit of Sellers on the tenth business day following the date that the condition giving rise to bonus consideration has been achieved. For purposes of this Agreement, a full-time physician-employee shall mean a physician whose sole employment as a practicing physician consists of practicing medicine at least thirty (30) hours per week and at least 45 weeks per year (to allow for 7 weeks of vacation and/or continuing medical education) with New York NewCo or New Jersey NewCo. Such bonus consideration shall be divided among the Sellers in the same proportions as the allocations set forth on Exhibit 1.1E. In connection with and at the time of delivery of any shares of Parent common stock pursuant to this Section 1.2, Sellers shall provide such investment representations or investment letters as Parent may determine to be reasonably necessary or appropriate under applicable securities laws. Parent shall deliver any such common stock free and clear of all liens, claims, encumbrances or restrictions (other than restrictions on transferability arising under applicable securities laws and any liens, claims or encumbrances arising from any Seller's actions). Parent represents and warrants to Sellers that any common stock delivered as bonus consideration hereunder shall be duly and validly authorized and issued, fully paid and nonassessable.