Common use of Catch-Up Payments Clause in Contracts

Catch-Up Payments. In the event that the 2nd, 3rd or 4th Performance Period Requirements have not been completely satisfied for the first or second Performance Period, and as a result the PDI Shareholders do not receive the Contingent Cash Payment or the Contingent Stock Payment for such Performance Period, then, within 30 days following the end of the three- month period immediately following the end of such Performance Period (a “Subsequent Quarter”), the PDI Shareholders may (i) prepare and deliver to Parent a statement (a “Catch-up Statement”) that specifies an amount of cash from such Subsequent Quarter that has been deposited in the Parent Account to fulfill the Quarterly Deposit Requirement for such Subsequent Quarter as set forth in the Quarterly Financial Statements for such fiscal quarter to be applied to the unsatisfied Annual Deposit Requirement, Semi-Annual Deposit Requirement and/or Quarterly Deposit Requirement from such prior Performance Period (a “Catch-up Cash Deposit”). Within 30 days after receiving a Catch- up Statement, Parent shall pay the Contingent Cash Payment and issue the Parent Stock representing the Contingent Stock Payment for such Performance Period. Any amount of cash that is borrowed from or applied during a Subsequent Quarter to satisfy the Performance Period Requirement for the prior Performance Period shall, for purposes of this Article III, not be counted towards meeting the Annual Deposit Requirements, Semi-Annual Deposit Requirements or Quarterly Deposit Requirements for the Performance Period that includes the Subsequent Quarter. In the event that the Surviving Corporation has deposited in the Parent Account during the three Performance Periods taken as a whole a combined amount of cash equal to or higher than $2,175,000 then within 30 days after the end of the third Performance Period, the PDI Shareholders may issue a Catch-up Statement that recalculates the Contingent Cash Payment and Contingent Stock Payment for any Performance Period in respect of which no contingent payment was previously made, subject to the Surviving Corporation satisfying the other Performance Period Requirements for such Performance Period. Contingent Cash Payments and Contingent Stock Payments made under this Section 3.4(f) instead of under Sections 3.4(d) or (e) shall be considered “Merger Consideration” under this Agreement.

Catch-Up Payments. In the event that the 2nd, 3rd or 4th Performance Period Requirements have not been completely satisfied for the first or second Performance Period, and as a result the PDI Shareholders do not receive the Contingent Cash Payment or the Contingent Stock Payment for such Performance Period, then, within 30 days following the end of the three- month period immediately following the end of such Performance Period (a “"Subsequent Quarter”"), the PDI Shareholders may (i) prepare and deliver to Parent a statement (a “"Catch-up Statement”") that specifies an amount of cash from such Subsequent Quarter that has been deposited in the Parent Account to fulfill the Quarterly Deposit Requirement for such Subsequent Quarter as set forth in the Quarterly Financial Statements for such fiscal quarter to be applied to the unsatisfied Annual Deposit Requirement, Semi-Annual Deposit Requirement and/or Quarterly Deposit Requirement from such prior Performance Period (a “"Catch-up Cash Deposit”"). Within 30 days after receiving a Catch- up Statement, Parent shall pay the Contingent Cash Payment and issue the Parent Stock representing the Contingent Stock Payment for such Performance Period. Any amount of cash that is borrowed from or applied during a Subsequent Quarter to satisfy the Performance Period Requirement for the prior Performance Period shall, for purposes of this Article III, not be counted towards meeting the Annual Deposit Requirements, Semi-Annual Deposit Requirements or Quarterly Deposit Requirements for the Performance Period that includes the Subsequent Quarter. In the event that the Surviving Corporation has deposited in the Parent Account during the three Performance Periods taken as a whole a combined amount of cash equal to or higher than $2,175,000 then within 30 days after the end of the third Performance Period, the PDI Shareholders may issue a Catch-up Statement that recalculates the Contingent Cash Payment and Contingent Stock Payment for any Performance Period in respect of which no contingent payment was previously made, subject to the Surviving Corporation satisfying the other Performance Period Requirements for such Performance Period. Contingent Cash Payments and Contingent Stock Payments made under this Section 3.4(f) instead of under Sections 3.4(d) or (e) shall be considered “"Merger Consideration” " under this Agreement.

Catch-Up Payments. (i) In the event that the 2nd, 3rd or 4th Performance Period Requirements have not been completely satisfied for Surviving Corporation (i) reports less than the EBITDA Target in either the first or second Performance Period, and as a result the PDI Shareholders do not receive the Contingent Cash Payment or the Contingent Stock Payment for such Performance Period, then, within 30 days following after the end of the three- month period immediately next measurement quarter following the end of such Performance Period (a the “Subsequent QuarterNMQ”), the PDI DCG Shareholders may (i) prepare and deliver to Parent a statement (a “Catch-up Statement”) that specifies an recalculates the Contingent Cash Payment and Contingent Stock Payment for such Performance Period using a specified amount of cash EBITDA from such Subsequent Quarter that has been deposited in the Parent Account to fulfill the Quarterly Deposit Requirement for such Subsequent Quarter as set forth in the Quarterly Financial Statements for such fiscal quarter to be applied to the unsatisfied Annual Deposit Requirement, Semi-Annual Deposit Requirement and/or Quarterly Deposit Requirement from such prior Performance Period (a “Catch-up Cash Deposit”)NMQ. Within 30 thirty days after receiving a Catch- Catch-up Statement, Parent shall pay the Contingent Cash Payment and shall issue the Parent Stock representing the Contingent Stock Payment using the average closing price of a share of Parent Stock as reported on NASDAQ for the ten (10) consecutive trading days ending on the day prior to the date of such Performance Periodissuance. Any amount of cash EBITDA that is borrowed from or applied during a Subsequent Quarter to satisfy the Performance Period Requirement for the prior Performance Period NMQ and used in connection with a Catch-up Statement shall, for purposes of this Article III, not irrevocably be counted towards meeting deducted from the Annual Deposit Requirements, Semi-Annual Deposit Requirements or Quarterly Deposit Requirements EBITDA for the Performance Period that includes the Subsequent Quarter. in which it actually occurs. (ii) In the event that the Surviving Corporation has deposited in the Parent Account during generates for the three Performance Periods taken as a whole a combined amount of cash EBITDA equal to or higher than $2,175,000 then 1,597,350, then, within 30 days after the end of the third Performance Period, the PDI DCG Shareholders may issue a Catch-up Statement that recalculates the Contingent Cash Payment and Contingent Stock Payment for any Performance Period in respect of which no contingent payment was previously made. Within thirty days after receiving such Catch-up Statement, subject Parent shall pay the Contingent Cash Payment and issue the Parent Stock, using the average closing price of a share of Parent Stock as reported on NASDAQ for the ten (10) consecutive trading days ending on the day prior to the Surviving Corporation satisfying date of such issuance, representing the other Performance Period Requirements Contingent Stock Payment for such any Performance Period. ’s in which such Contingent Cash Payments Payment and Contingent Stock Payments made under this Section 3.4(f) instead of under Sections 3.4(d) or (e) shall be considered “Merger Consideration” under this AgreementPayment was not made.

Catch-Up Payments. In the event that the 2nd, 3rd or 4th Performance Period Requirements have not been completely satisfied for the first or second any given Performance Period, and as a result the PDI BCG Shareholders do not receive the Contingent Cash Payment or the Contingent Stock Payment for such Performance Period, then, within 30 days following the end of the three- three-month period immediately following the end of such Performance Period (a “"Subsequent Quarter”"), the PDI BCG Shareholders may (i) prepare and deliver to Parent a statement (a “"Catch-up Statement”") that specifies an recalculates the Contingent Cash Payment and Contingent Stock Payment for such Performance Period using a specified amount of cash EBITDA from such Subsequent Quarter that has been deposited in the Parent Account to fulfill the Quarterly Deposit Requirement for such Subsequent Quarter as set forth in the Quarterly Financial Statements for such fiscal quarter quarter, and/or (ii) deposit an amount of cash in the Parent Account to be applied to the unsatisfied Annual Deposit Requirement, Semi-Annual Deposit Requirement and/or Quarterly Deposit Requirement from such prior Performance Period (a “"Catch-up Cash Deposit”"). Within 30 days after receiving a Catch- Catch-up StatementStatement or a cash deposit, in each case as set forth above, Parent shall pay the Contingent Cash Payment and issue the Parent Stock representing the Contingent Stock Payment for such Performance Period. Any amount of EBITDA and/or cash that is borrowed from or applied during a Subsequent Quarter to satisfy the Performance Period Requirement for the prior Performance Period shall, for purposes of this Article III, irrevocably be deducted from the EBITDA for the Performance Period in which it actually occurs and shall not be counted towards meeting the Annual Deposit Requirements, Semi-Annual Deposit Requirements or the Quarterly Deposit Requirements for the Performance Period that includes the Subsequent Quarter. In the event that the Surviving Corporation has deposited in the Parent Account during generates for the three Performance Periods taken as a whole a combined amount of cash EBITDA equal to or higher than $2,175,000 7,323,520, then within 30 days after the end of the third Performance Period, the PDI BCG Shareholders may issue a Catch-up Statement that recalculates the Contingent Cash Payment and Contingent Stock Payment for any Performance Period in respect of which no contingent payment was previously made, subject to the Surviving Corporation satisfying the other Performance Period Requirements for such Performance PeriodRequirements. Contingent Cash Payments and Contingent Stock Payments made under this Section 3.4(f) instead of under Sections 3.4(d) or (e) shall be considered “"Merger Consideration” " under this Agreement.