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.
Appears in 3 contracts
Samples: Stock Purchase Agreement (SCP Private Equity Partners Ii Lp), Stock Purchase Agreement (Safeguard Scientifics Inc Et Al), Stock Purchase Agreement (Usdata Corp)
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 SecuritiesShares, 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 Seller shall receive an aggregate of 25% ("Sellers' Seller's 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' Seller's Share shall be paid to Safeguard Delaware, Inc., as agent for the Sellers and Seller. Purchaser shall be distributed by notify 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 Safeguard Delaware, Inc. 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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Usdata Corp), Stock Purchase Agreement (SCP Private Equity Partners Ii Lp)