Contingent Cash Consideration. On the date that Parent achieves positive Pro Forma Earnings for two out of three consecutive fiscal quarters (the "Trigger Date") during the twelve full fiscal quarters immediately following the Effective Time, Parent shall pay to Picasso $1,500,000 of the Contingent Cash Consideration. On each three month anniversary of the Trigger Date, Parent shall pay to Picasso $1,125,000 of the Contingent Cash Consideration until the Contingent Cash Consideration is paid in full. Each such payment shall be unconditional and not subject to any defense, including, without limitation, set off or recoupment. The Contingent Cash Consideration shall accrue interest at the rate of 1.95625% per annum from and after the Trigger Date until paid.
Contingent Cash Consideration. The Contingent Cash Consideration shall be held back by Buyer without interest, during the period commencing on the Closing Date and ending three hundred sixty (360) days after the Closing Date (the “Hold Back Period”), to secure all obligations of Stockholder to Buyer (whether such obligations are pursuant to this Agreement or pursuant to any other agreement between Buyer and Stockholder) , including but not limited to all of the obligations of Stockholder to Buyer set forth in: (A) Section 3.e hereof entitled Revenues and Proceeds from Payment of Receivables of the Corporations; (B) Section 3.f hereof entitled Accounts Payable of the Corporations; (C) Section 4 hereof entitled Right of Offset Against the Contingent Cash Consideration; and (D) Section 13 hereof entitled Indemnification; Remedies.
Contingent Cash Consideration. If the Company shall have achieved the performance metrics set forth in, and within the time periods specified in, Schedule B to this Agreement, Acquirer shall pay to each of the Selling Shareholders and the other members of the Company's executive committee immediately prior to the Closing Date other than the Senior Executives ("Executive Committee Members") the aggregate contingent cash consideration described in Schedule B (the "Contingent Cash Consideration") and listed for such Selling Shareholder or Executive Committee Member in Schedule B within sixty (60) days after the completion of the applicable twelve (12) month period.
Contingent Cash Consideration. Within ten (10) Business Days after receipt by Acquiror or the Surviving Corporation from Sun of all or any portion of the Contingent Cash Payment, Acquiror shall distribute the amount received to the former shareholders of Target. Such amounts shall be paid in proportion to the number of shares of Target Common Stock held by each such former shareholder as of the Effective Time. The Shareholders' Agent, on behalf of the former shareholders of Target, shall have the right, exercisable on not less than ten (10) business days written notice (and not more than one time within any twelve month period), to examine such books, records and accounts of Acquiror as reasonably necessary to verify the accuracy of any payments made pursuant to this Section. Acquiror agrees to pursue the Contingent Cash Payment consistent with its customary practices in the ordinary course of business; provided that any reasonable out-of-pocket expenses incurred by Acquiror in such pursuit shall reduce the Contingent Cash consideration payable by Acquiror dollar for dollar. Notwithstanding the foregoing, no further payments shall be due under this Section after the earlier of (i) an aggregate of $1,750,000 (less any costs of collection as provided for in the immediately prior sentence) in payments have been made or (ii) two years following the Closing Date.
Contingent Cash Consideration. (i) Within 30 days after Parent files its Annual Report on Form 10-K with the SEC for fiscal year 2013, Parent shall provide the Representative its calculation of the Earnout Amount, which such amount will be calculated in accordance with the Agreed Accounting Principles, and reasonable support for Parent’s calculation thereof (the “Earnout Statement”).
(ii) On or before the 5th business day following the date on which the calculation of the Earnout Amount becomes final (either by Representative delivering written notice of acceptance to Parent or deemed acceptance or final determination by the Accounting Firm under Section 1.12(b)(v)) Parent shall, subject to Parent’s set-off rights, pay each Holder an amount (if any), in immediately available funds, equal to (A) the Earnout Amount, multiplied by (B) such Holder’s Proportionate Share.
Contingent Cash Consideration. For purposes of this Agreement “Contingent Cash Consideration” shall mean that portion of $1,250,000 which is earned pursuant to Section 2.7.
Contingent Cash Consideration. (a) As soon as practicable after the end of each Measurement Period, but in any event within sixty (60) days after the end of each Measurement Period, Buyer shall cause to be prepared and delivered to Seller a written statement (an “Earnout Statement”) setting forth in reasonable detail Buyer’s calculations, for such Measurement Period, of (i) Contingent Revenue Consideration (including each input listed in the definition of Net Airtime Revenue), (ii) Contingent Migration Consideration (including the number of Subscriber Migrations) and (iii) the resulting Contingent Cash Consideration, in each case, together with reasonable supporting documentation. Within two (2) Business Days after delivery of the Earnout Statement, Buyer shall pay or cause to be paid to an account designated by Seller an amount in cash equal to the Contingent Cash Consideration set forth in the Earnout Statement.
(b) Seller shall have forty-five (45) days after receipt of an Earnout Statement to review Buyer’s calculations of Contingent Revenue Consideration, Contingent Migration Consideration and the resulting Contingent Cash Consideration (such period, the “Earnout Review Period”). During the Earnout Review Period, Seller and its Representatives shall be provided with reasonable access to the work papers of Buyer and its accountants (subject to customary access letters) and to the books and records, management and Representatives of Buyer, the Company and its Subsidiaries (during normal business hours upon prior written notice), in each case to the extent reasonably necessary to review an Earnout Statement or statements delivered pursuant to Section 5.11(d). Prior to the expiration of the Earnout Review Period, Seller may dispute any amounts on the relevant Earnout Statement by delivering to Buyer a written notice of disagreement (an “Earnout Dispute Notice”), specifying each item on such Earnout Statement that Seller disputes, along with the disputed amounts or calculations, and setting forth, in reasonable detail, the basis for such dispute for each such item. If Seller fails to deliver an Earnout Dispute Notice to Buyer prior to the expiration of the Earnout Review Period, then the calculations set forth in such Earnout Statement shall be final and binding on the parties. In the event Buyer receives an Earnout Dispute Notice from Seller in a timely manner, Seller and Buyer shall attempt in good faith to resolve the disputed items and agree upon the resulting Contingent Cash Consid...
Contingent Cash Consideration. At the Registration Time, if the Signing Price is greater than or equal to the Registration Price, each Stockholder entitled to receive Parent Common Stock pursuant to Section 1.6(b) hereof at the Closing, shall automatically be entitled to receive, and shall receive, as soon as reasonably practicable for each share of Parent Common Stock such Stockholder is entitled to receive pursuant to Section 1.6(b) hereof (excluding the Escrow Shares to be deposited in the Escrow Fund with respect to such Stockholder), the Contingent Cash Consideration Per Share.
Contingent Cash Consideration. Parent shall deposit the Contingent Cash Consideration portion of the Purchase Price at the Closing in the Contingent Payment Escrow Account pursuant to the provisions of Section 2.10(a), to be held and distributed subject to and in accordance with Section 2.11, the Closing Schedule attached hereto as Exhibit E of this Agreement and the Contingent Payment Escrow Agreement.
Contingent Cash Consideration. At the Registration Time, if the Equity Consideration Net Value is greater than or equal to the Registration Consideration Value, each Shareholder entitled to receive Parent Common Stock pursuant to Section 1.7(a) hereof at the Closing, shall automatically be entitled to receive, and shall receive, as soon as reasonably practicable (1) such Shareholder’s share, if any, of the Equity Holdback previously reduced from such holder’s payment at the Closing pursuant to Section 1.7(b)(ii) hereof, and (2) a portion of the Contingent Cash Consideration, equal to: (A) the Contingent Cash Consideration, multiplied by (B) a fraction, (x) the numerator of which is the number of shares of Parent Common Stock such Shareholder is entitled to receive pursuant to Section 1.7(a) hereof (including any Equity Holdback, but excluding any shares of Parent Common Stock placed in the Escrow Fund on such Shareholder’s behalf) and (y) the denominator of which is the total shares of Parent Common Stock that all the Shareholders are entitled as of the Closing to receive pursuant to Section 1.7(a) hereof in the Merger (including the Equity Holdback but excluding any shares of Parent Common Stock placed in the Escrow Fund).
