Anniversary Date Consideration Sample Clauses
Anniversary Date Consideration. If a Seller (i) has not sold all of such Seller’s Closing Date Shares or (ii) a Seller has sold all of such Seller’s Closing Date Shares on or before the Anniversary Date and the Anniversary Date Proceeds received by that Seller are equal to or exceed the product of Five Million Dollars ($5,000,000.00) multiplied by the Seller’s Percentage, there shall be no Anniversary Date Consideration payable to that Seller. In all other circumstances, the Anniversary Date Consideration payable to a Seller shall be the difference between (x) the product of Five Million Dollars ($5,000,000.00) multiplied by the Seller’s Percentage and (y) the Anniversary Date Proceeds. Any Seller claiming Anniversary Date Consideration shall demonstrate that such Seller used commercially reasonable methods in the public resale of the Closing Date Shares without taking into account the possibility of receiving Anniversary Date Consideration, including employing the manner and timing of sales that a reasonable person would use in attempting to maximize the proceeds of such sales. The Anniversary Date Consideration, if any, due to each Seller, shall be paid by Buyer to each Seller by wire transfer of immediately available funds within ten (10) days of the Anniversary Date.
Anniversary Date Consideration. If the Anniversary Date Price exceeds the Ceiling Price, there shall be no Anniversary Date Consideration. In all other circumstances, the Anniversary Date Consideration per Arcadia Share shall be the amount by which the Ceiling Price per Arcadia Share exceeds the greatest of (i) the Closing Date Price, (ii) the Anniversary Date Price, or (iii) the Interim Sale Price per Arcadia Share. The Anniversary Date Consideration, if any, due to each Seller, shall be paid by Arcadia to each Seller within ten (10) days of the Anniversary Date. Arcadia may pay the Anniversary Date Consideration in cash or Arcadia Shares (valued at the Anniversary Date Price), at Arcadia’s discretion. The Anniversary Date Consideration, if any, due to each Seller shall be calculated as described below (examples of the Anniversary Date Consideration calculation are set forth in Schedule 1.6 for illustration purposes).
1.6.1 For each Closing Date Share that a Seller has not sold prior to the Anniversary Date, the Anniversary Date Consideration due to the Seller shall be calculated as follows:
(a) If the Anniversary Date Price is equal to or greater than the Ceiling Price, then no Anniversary Date Consideration shall be due.
(b) If the Anniversary Date Price is less than the Ceiling Price and less than or equal to the Closing Date Price, then the Anniversary Date Consideration due shall be an amount equal to the difference between the Closing Date Price and the Ceiling Price.
(c) If the Anniversary Date Price is less than the Ceiling Price and greater than the Closing Date Price, then the Anniversary Date Consideration due shall be an amount equal to the difference between the Anniversary Date Price and the Ceiling Price.
1.6.2 For all of the Closing Date Shares (collectively) that a Seller has sold prior to the Anniversary Date, the Anniversary Date Consideration due to the Seller shall be calculated as follows:
(a) If the Anniversary Date Price is equal to or greater than the Ceiling Price, then no Anniversary Date Consideration shall be due.
(b) If the Interim Sale Price is equal to or greater than the Ceiling Price, then no Anniversary Date Consideration shall be due.
(c) If the Interim Sale Price is less than the Ceiling Price, then the Anniversary Date Consideration due shall be an amount equal to the least of (i) the difference between the Interim Sale Price and the Ceiling Price, or (ii) the difference between the Closing Date Price and the Ceiling Price, or (iii) the difference b...