Common use of Additional Purchase Price Clause in Contracts

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 substantial portion of its assets; (B) a merger by Buyer in which Buyer is not the surviving entity, or in which shareholders of Buyer immediately prior to the merger own less than 50% of the outstanding capital stock in the merged entity immediately after the merger; (C) a sale by shareholders of Buyer of more than 50% of the outstanding capital stock of Buyer; or (D) the sale of substantially all of the assets, or a change in control of the Company, and such occurrences in items (A) through (D) above cause the Company or its successors to become ineligible to receive notice to exercise the option of the GSA Schedule; or (ii) a breach of subparagraph 2.4 (b) above, the Additional Purchase Price shall be paid to the Sellers at the earlier of the time the option would otherwise be exercised or the time in which any of the events or occurrences listed in sub-sections (i) through (ii) above occur. If the Additional Purchase Price FINAL is not paid, when due to Sellers pursuant to this Section 2.4, interest shall accrue on any unpaid amount at the rate of 7% per annum commencing on the date that payment is due.

Additional Purchase Price. (ai) In Each Re'Nu Entity and the event Shareholder agree with BRG that neither the Re'Nu Entities nor the Shareholder have any expectation that further consideration for the sale of the Purchased Assets (beyond the Preliminary Purchase Price) shall be payable to any Re'Nu Entity unless and at such time until the operating income of RN Acquisition Corp. shall have met certain thresholds as contemplated in the GSAcalculation of the Additional Purchase Price defined in Section 2(c)(ii) below. As a material inducement for BRG and RN Acquisition Corp. to enter into this Agreement, or it successorseach Re'Nu Entity and the Shareholder agree that they will assume the risks associated with RN Acquisition Corp. achieving the operating income results necessary for the Re'Nu Entities to earn the payments of the Additional Purchase Price provided for in this Section 2 (c). (ii) Subject to the terms and conditions herein, 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 45th day following the end of each 12 month period (GS-23F-0206Keach, an "Applicable Period") set forth on Exhibit C hereto (each, an "Additional Payment Date") (or on the immediately following business day if an Additional Payment Date is not a business day), (hereinafter referred to as the "GSA Schedule") and 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 addition 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 Preliminary Purchase Price, BRG shall deliver to Re'Nu Office Systems the aggregate amount of One Million Dollars set forth on Exhibit C ($1,000,000) (the in each case "Additional Purchase Price"). In the event that the ) for such Applicable Period calculated as set forth in such Exhibit C. Each Additional Purchase Price becomes payable by Buyer to Sellerspayment, the Section 338(h)(10) Amount if any, shall be recalculated in accordance with EXHIBIT A allocated entirely 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 2.2Re'Nu Office Systems as set forth on Exhibit E-1. (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 substantial portion of its assets; (B) a merger by Buyer in which Buyer is not the surviving entity, or in which shareholders of Buyer immediately prior to the merger own less than 50% of the outstanding capital stock in the merged entity immediately after the merger; (C) a sale by shareholders of Buyer of more than 50% of the outstanding capital stock of Buyer; or (D) the sale of substantially all of the assets, or a change in control of the Company, and such occurrences in items (A) through (D) above cause the Company or its successors to become ineligible to receive notice to exercise the option of the GSA Schedule; or (ii) a breach of subparagraph 2.4 (b) above, the Additional Purchase Price shall be paid to the Sellers at the earlier of the time the option would otherwise be exercised or the time in which any of the events or occurrences listed in sub-sections (i) through (ii) above occur. If the Additional Purchase Price FINAL is not paid, when due to Sellers pursuant to this Section 2.4, interest shall accrue on any unpaid amount at the rate of 7% per annum commencing on the date that payment is due.

Additional Purchase Price. (ai) In Subject to the event and at such time limitations set forth below, as additional consideration for the GSAAcquired Shares, 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 SellersSellers (as provided in Exhibit A hereto) an amount equal to (A) 3.3 multiplied by (B) the Company's aggregate EBIT (as defined below) during the period beginning on the Closing Date and ending on December 31, wxxxxx xxx 1999 (00the "Earnout Period") xusiness days after the notice in excess of the exercise of the option of the GSA Schedule by GSA, or, $2,724,000; provided that in the absence of notice, the exercise of no event shall such option of the GSA Schedule by GSA, as additional Purchase Price, the aggregate amount of One be more than Five Million Dollars ($1,000,0005,000,000) in the aggregate (the "Additional Purchase Price"). In Notwithstanding the event that the Additional Purchase Price becomes payable by Buyer above, a Seller shall not be entitled to Sellers, the Section 338(h)(10twenty percent (20%) 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 his or her share of the Additional Purchase Price by wire transfer to Sellers in the proportions specified event that such Seller's employment with the Company is terminated for "Cause" (as defined in SCHEDULE 2.2Section 7(a)(v) of the Seller's Employment Agreement) or the Seller voluntarily terminates his or her employment with the Company on or prior to December 31, 1999 pursuant to Section 7(a)(ii) of the Seller's Employment Agreement. For the avoidance of doubt, the foregoing limitation shall not apply if a Seller's employment with the Company is terminated prior to December 31, 1999 by reason of the Seller's death or "Disability" (as defined in the Seller's Employment Agreement). In the event that one or more of the Seller's is not entitled to twenty percent (20%) of his or her share of the Additional Purchase Price as provided above, such amount will be paid to those Sellers entitled to receive their full share of the Additional Purchase Price in proportion to their initial share of the Additional Purchase Price as provided in Exhibit A hereto. In the event none of the Sellers are entitled to twenty percent (20%) of their respective share of the Additional Purchase Price as provided above, such twenty percent (20%) will not be paid and the Buyer will be required to pay only eighty percent (80%) of the amount determined pursuant to subsection (i) above to the Sellers as the Additional Purchase Price. (bii) In connection As used herein, the term "EBIT" shall mean the Company's net income, before interest charges (net of interest income), federal, state and local income taxes and before amortization of costs and expenses directly resulting from the transactions contemplated by this Agreement (including any compensation expense arising from Section 2(e)(i) above), calculated in all cases, in accordance with such GSA Schedule option GAAP in a manner consistent with the Buyer and its successors or Affiliates shall (i) cause the Company to notify the GSA calculation of the Company's desire to exercise net income as historically applied and reflected in the GSA Schedule option in advance of the GSA Schedules' option exercise date, and Audited Financial Statements (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 substantial portion of its assets; (B) a merger by Buyer in which Buyer is not the surviving entity, or in which shareholders of Buyer immediately prior but only to the merger own less than 50% of the outstanding capital stock extent calculated in the merged entity immediately after the merger; (C) a sale by shareholders of Buyer of more than 50% of the outstanding capital stock of Buyer; or (D) the sale of substantially all of the assetsaccordance with GAAP), or a change in control of the Company, and such occurrences in items (A) through (D) above cause the Company or its successors to become ineligible to receive notice to exercise the option of the GSA Schedule; or (ii) a breach of subparagraph 2.4 (b) above, the Additional Purchase Price shall be paid to the Sellers at the earlier of the time the option would except as otherwise be exercised or the time in which any of the events or occurrences listed in sub-sections (i) through (ii) above occur. If the Additional Purchase Price FINAL is not paid, when due to Sellers pursuant to this Section 2.4, interest shall accrue on any unpaid amount at the rate of 7% per annum commencing on the date that payment is dueexpressly set forth herein.

Additional Purchase Price. If the Investor shall have timely delivered to the Company the Additional Closing Notice in accordance with the first sentence of Section 1(b) (a) In and the event and at such time as Company shall not have publicly disclosed in a registration statement filed by the GSA, or it successors, notifies Company with the Company, or any of its successors or Affiliates, SEC under the 1933 Act that the GSA will exercise Qualified Offering Date for a Qualified Offering shall occur prior to the option for continuation of five years or more on ninety-first (91st) Business Day immediately following the Company's GSA Professional Engineering Schedule (GS-23F-0206KClosing Date), (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 aggregate purchase price for the Additional Note and the Additional Warrants to be purchased by the Investor pursuant to this Agreement shall be $1,000,000 (the “Additional Purchase Price”), which shall be paid by the Investor to the Company on the Additional Closing Date by wire transfer of immediately available funds to an account designated by the Company in accordance with written instructions provided by the Company to the Investor on or prior to the Additional Closing Date. The Additional Note will be issued with an original issue discount of 10.0%. For the avoidance of doubt, the Investor shall pay $900 for each $1,000 of principal amount of Additional Note and related Additional Warrants to be purchased by the Sellers, wxxxxx xxx (00Investor at the Additional Closing. The Investor and the Company agree that the Additional Note and the Additional Warrants constitute an “investment unit” for purposes of Section 1273(c)(2) xusiness days after the notice of the exercise Code. The Investor and the Company mutually agree that the allocation of the option issue price of such investment unit between the Additional Note and the Additional Warrants in accordance with Section 1273(c)(2) 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 Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount of One Million Dollars ($1,000,000) (the "Additional Purchase Price"). In the event that 10,000 allocated to 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 Warrants 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 balance of the Additional Purchase Price by wire transfer allocated to Sellers in the proportions specified in SCHEDULE 2.2. (b) In connection Additional Note, and neither the Investor nor the Company shall take any position inconsistent 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 allocation 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 substantial portion of its assets; (B) a merger by Buyer in which Buyer is not the surviving entity, any tax return or in which shareholders any judicial or administrative proceeding in respect of Buyer immediately prior to the merger own less than 50% of the outstanding capital stock in the merged entity immediately after the merger; (C) a sale by shareholders of Buyer of more than 50% of the outstanding capital stock of Buyer; or (D) the sale of substantially all of the assets, or a change in control of the Company, and such occurrences in items (A) through (D) above cause the Company or its successors to become ineligible to receive notice to exercise the option of the GSA Schedule; or (ii) a breach of subparagraph 2.4 (b) above, the Additional Purchase Price shall be paid to the Sellers at the earlier of the time the option would otherwise be exercised or the time in which any of the events or occurrences listed in sub-sections (i) through (ii) above occur. If the Additional Purchase Price FINAL is not paid, when due to Sellers pursuant to this Section 2.4, interest shall accrue on any unpaid amount at the rate of 7% per annum commencing on the date that payment is duetaxes.