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”). (b) Payment of the Contingent Additional Consideration (as fully accreted) shall be made, simultaneously with the closing of any Triggering Event, in immediately available funds by wire transfer to a bank account to be specified by Seller. Buyer shall not consummate any transaction that would result in a Triggering Event unless such payment of Contingent Additional Consideration is simultaneously made to Seller. The Contingent Additional Consideration shall be subject to the Subordination Agreement, which shall contain the terms set forth on Exhibit I, and to Buyer’s right of set-off pursuant to Section 8.7. The accretion specified in subsection (a) shall not apply to any finally determined amount set-off pursuant to Section 8 7 from and after the time of such final determination. (c) As used in this Agreement, the occurrence of any of the following events shall constitute a “Triggering Event”: (i) the consummation of one or more public offerings of any securities of Buyer, of any Railcar Subsidiary or of any other entity that directly or indirectly holds the Shares or any assets of the Railcar Subsidiaries, as the case may be, with the result that the aggregate net cash proceeds received by Buyer or such other entity in such offerings plus the amount of indebtedness (excluding working capital indebtedness and excluding any indebtedness which merely refinances and replaces existing indebtedness without increasing the amount thereof) incurred after the Closing by Buyer or any Railcar Subsidiary exceeds the sum of (A) the Senior Secured Debt, (B) the Senior Notes and (C) $20 million; provided, however, that such $ 20 million shall be added to the sum of (A) and (B) (to increase the threshold necessary to constitute a Triggering Event under this subsection) only if each of the following conditions are satisfied: (x) no secondary shares shall have been offered in the one or more public offerings at issue, (y) the underwriters of such one or more public offerings shall have confirmed in writing that the offering of the additional securities required to provide the aggregate net proceeds to pay th...
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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". (b) Subject to Buyer's right of set off as provided in Section 9.08, Buyer shall pay or cause to be paid any Contingent Additional Consideration that may be due hereunder, which, at the election of Buyer in its sole discretion, shall be either (i) by wire transfer of immediately available funds to an account specified to Buyer by Seller's Agent or (ii) 50% by wire transfer of immediately available funds to an account specified to Buyer by Seller's Agent and the balance by causing Phoenix to deliver the number of shares of Phoenix common stock (the "ADDITIONAL PHOENIX SHARES") equal to 50% of the Contingent Additional Consideration that is so due, divided by the average closing price per share of the Phoenix common stock on the American Stock Exchange over the ten (10) day trading period ending on the third to last trading day prior to the date on which such payment is made (rounded up to next whole share). The Additional Phoenix Shares shall be unregistered and subject to Seller's written confirmation to Buyer that the representations in Section 3.31 below continue to be true, accurate and correct in all respects. (c) Within sixty (60) days of the end of the First Contingent Earn-Out Period and the Second Contingent Earn-Out Period under Section 2.05(a), Buyer shall deliver to Seller's Agent a statement in the form of EXHIBIT H attached hereto (the "CONTINGENT ADDITIONAL CONSIDERATION STATEMENT") setting forth the computation...
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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.
Sample 1
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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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 or assumption of any Assets or Liabilities under this Section 2.7 shall be effected without any additional consideration by either party.

  • Additional Considerations For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York, at the offices of the mediator or arbitrator or at another location selected by CNHICA or the Seller. Any party or witness may participate by teleconference or video conference. (ii) CNHICA, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Servicer, CNHICA nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.3), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

  • Contingent Consideration (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

  • 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.

  • Environmental Considerations A. Company, its officers, agents, servants, employees, invitees, independent contractors, successors, and assigns will not discharge or spill any Hazardous Substance, as defined herein, into any component of the storm drainage system or onto any paved or unpaved area within the boundaries of the Premises. In addition, Company will not discharge or spill any Hazardous Substance into any component of the sanitary sewer system without first neutralizing or treating same as required by applicable anti-pollution laws or ordinances, in a manner satisfactory to Authority and other public bodies, federal, state, or local, having jurisdiction over or responsibility for the prevention of pollution of canals, streams, rivers, and other bodies of water. Company’s discharge, spill or introduction of any Hazardous Substance onto the Premises or into any component of Authority’s sanitary or storm drainage systems will, if not remedied by Company with all due dispatch, at the sole discretion of Authority, be deemed a default and cause for termination of this Agreement by Authority, subject to notice and cure. Such termination will not relieve Company of or from liability for such discharge or spill. B. If Company is deemed to be a generator of hazardous waste, as defined by federal, state, or local law, Company will obtain a generator identification number from the U. S. Environmental Protection Agency (EPA) and the appropriate generator permit and will comply with all federal, state, and local laws, and any rules and regulations promulgated thereunder, including but not limited to, ensuring that the transportation, storage, handling, and disposal of such hazardous wastes are conducted in full compliance with applicable law. C. Company agrees to provide Authority, within 10 days after Authority’s request, copies of all hazardous waste permit application documentation, permits, monitoring reports, transportation, responses, storage and disposal plans, material safety data sheets and waste disposal manifests prepared or issued in connection with Company’s use of the Premises. D. At the end of the Agreement, Company will dispose of all solid and hazardous wastes and containers in compliance with all applicable regulations. Copies of all waste manifests will be provided to Authority at least 30 days prior to the end of the Agreement.

  • 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 $9,580,000., 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 (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding VAALCO Shares, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. (b) If on or after the date hereof, TransGlobe declares, sets aside or pays any dividend or other distribution to the TransGlobe Shareholders of record as of a time prior to the Effective Time, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. For greater certainty, if TransGlobe takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be decreased by an equivalent amount. (c) If on or after the date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii)), then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. For greater certainty, if VAALCO takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amount.

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

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