Contingent Additional Consideration Sample Clauses

Contingent Additional Consideration. (a) Determination as to Whether Contingent Additional Consideration is Payable. In addition to the Merger Consideration payable pursuant to Sections 3.2 and 3.5 and the consideration payable to holders of Options pursuant to Section 3.7, each holder of shares of Company Common Stock and Options immediately prior to the Effective Time which receives shares of Buyer Class A Common Stock in the Merger (any such holder and its Permitted Transferees, an "Original Holder", and any such shares, the "Original Shares") shall be entitled to receive from Buyer an additional amount of cash or shares of Buyer Class A Common Stock as, but only to the extent, provided herein (the "Contingent Additional Consideration").
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Contingent Additional Consideration. (a) Upon the occurrence of any Triggering Event (as defined below), Buyer shall pay, or cause to be paid, to Seller additional consideration for the Shares in an amount in cash equal to $20 million, which shall accrete at a compound annual rate of 10% from and including the Closing Date to, but excluding, the date of payment (the "Contingent Additional Consideration").
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Contingent Additional Consideration. Section 3.5. Warrants.................................................... Section 3.6.
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Contingent Additional Consideration. The Parent (or the Surviving Corporation) will pay to the person to whom Merger Consideration is to be paid in accordance with section 2.06 the “Contingent Additional Consideration” as determined from and in accordance with the provisions of the “Determination of Contingent Additional Consideration” attached as Exhibit C hereto.
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Contingent Additional Consideration. MACROPORE agrees to pay XXX XXXXXXX a contingent bonus payment in the amount of *** of any *** Consideration (defined below) actually received by MACROPORE from *** , or any other legal entity that will act as *** pursuant to the *** described in the *** Agreement (the consummation of which is not yet complete or certain) between MACROPORE and ***. The “*** Consideration” refers to the cash consideration *** of $*** as currently identified in Section 2.3 of the *** Agreement, and does not relate to any other payments that might be made under the *** Agreement, or any related agreement. Any contingent bonus payments will be made within 30 days of (and shall be solely contingent upon and proportional to) MACROPORE’s receipt of *** payments from ***. For purpose of clarification, the *** Agreement currently anticipates that the *** shall be paid in three installments, and pursuant to this Separation Agreement, XXX XXXXXXX would be entitled to *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
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Contingent Additional Consideration. (a) As part of the Purchase Price, Buyer shall pay or cause to be paid to Seller (i) fifty percent (50%) of the Net Contribution of the Business for the first full twelve (12) month period after the Closing Date (the "FIRST CONTINGENT EARN-OUT PERIOD") if the Net Contribution of the Business for the First Contingent Earn-Out Period is at least $5,000,000 and (ii) fifty percent (50%) of the Net Contribution of the Business for the first full twelve (12) month period after the end of the First Contingent Earn-Out Period (the "SECOND CONTINGENT EARN-OUT PERIOD") if the Net Contribution of the Business is at least $6,000,000 for the Second Contingent Earn-Out Period. The Net Contribution for each such period shall be determined independent of the Net Contribution for the other period. The First Contingent Earn-Out Period shall commence on the first day of the first month that immediately follows the Closing Date. The amounts payable to Seller under this Section 2.05, if any, are referred to herein as "CONTINGENT ADDITIONAL CONSIDERATION".
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Related to Contingent Additional Consideration

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Additional Considerations For each mediation or arbitration:

  • Contingent Consideration The Contingent Consideration shall become payable and/or issuable to each Selling Securityholder within 10 Business Days of the Contingent Consideration Date in accordance with this Section 1.5(c) (and subject to Section 1.5(a)), subject to and in accordance with Section 1.6, including any reduction for an amount of cash up to such Selling Securityholder’s Pro Rata Share of the Holdback Amount withheld pursuant to Section 1.6(b), with each Selling Securityholder receiving an amount of cash and/or stock equal to (a) the percentage set forth in the Spreadsheet opposite such Selling Securityholder’s name under the heading “Contingent Consideration Percentage” multiplied by (b) the Contingent Consideration. The “Contingent Consideration Date” shall mean the earlier of (i) the date that is 30 months following the Closing Date and (ii) the date upon which $50 million in gross proceeds (net of transaction fees and expenses, including any broker fees, the “Contingent Threshold Amount”) is received by Purchaser from investors pursuant to bona fide equity financings in exchange for the issuance of Purchaser Series B Stock. If the Contingent Threshold Amount (A) is met prior to the Contingent Consideration Date, then the Contingent Consideration shall be an amount payable in cash equal to $50 million, or (B) is not met prior to the Contingent Consideration Date, then the Contingent Consideration shall be (I) an amount payable in cash equal to the gross proceeds (net of transaction fees and expenses, including any broker fees) received by Purchaser from investors pursuant to bona fide equity financings during such 30-month period in exchange for the issuance of Purchaser Series B Stock (the “Actual Financing Proceeds”), plus (II) a number of shares of Purchaser Series B Stock equal to (x) two multiplied by (y) (i) (1) the Contingent Threshold Amount minus (2) the Actual Financing Proceeds, divided by (ii) the Purchaser Series B Stock Price (such amount of cash paid and/or shares issued, the “Contingent Consideration”). Notwithstanding anything to the contrary in the foregoing, to the extent any such Selling Securityholder is not able to provide evidence satisfactory to Purchaser that such Selling Securityholder is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act (or otherwise provide evidence satisfactory to Purchaser that another applicable exemption under the Securities Act is available to rely upon), then Purchaser reserves the right, in its sole discretion, to replace the share issuance to such Selling Securityholder pursuant to clause (II) of the prior sentence with a payment in cash equal to (x) the Purchaser Series B Stock Price multiplied by (y) the number of shares that otherwise would have been issuable to such Selling Securityholder pursuant to clause (II) of the prior sentence (rounded down to the nearest cent).

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Contingent Payment Notwithstanding anything in this Agreement to the contrary, if any of the Properties are sold by Buyer within twelve (12) months after the Closing Date, Buyer shall pay to Seller an amount equal to five percent (5%) of the Consideration allocated to such Property. The Deeds shall contain a deed restriction granting Seller the right to receive such additional sum from Buyer.

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