Contingent Consideration Sample Clauses
A Contingent Consideration clause defines terms under which additional payments may be made after the initial transaction, depending on the occurrence of specified future events or performance targets. For example, in a business acquisition, the seller might receive extra compensation if the acquired company meets certain revenue milestones within a set period. This clause allows parties to bridge valuation gaps and allocate risk by tying part of the purchase price to future outcomes, ensuring both sides are protected if expectations about future performance differ.
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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’ ...
Contingent Consideration. (a) As additional consideration for the shares of Common Stock, after the Effective Time, Buyer shall be required to make certain payments (the “Contingent Payments”) to the Stockholder Representative for the account of the Stockholders in accordance with and subject to the provisions of this Section 1.06. Notwithstanding the foregoing, Buyer shall in no event be required to make Contingent Payments pursuant to this Section 1.06 in an aggregate amount that exceeds $15,000,000.00 (the “Maximum Contingent Amount”).
(b) The amount of the Contingent Payments to be made by Buyer pursuant to this Section 1.06 shall be based on the Synergies realized by the Company Entities during the Contingent Payment Period, which shall be determined as follows:
(i) As promptly as reasonably practicable after the Closing Date (but in no event later than April 30, 2013), Buyer shall (subject only to the provisions of Section 5.11(c)) take the actions specified in Schedule 1.06(b)(i) (it being understood that the selection of the specific actions to be taken pursuant to this paragraph (b)(i) shall be within the good faith discretion of Buyer) and upon the taking of such actions the Synergies realized by the Company Entities shall be as set forth in such Schedule; and
(ii) As promptly as reasonably practicable after April 30, 2013 (but in any event within the time periods specified in Schedule 1.06(b)(ii)), Buyer shall (subject only to the provisions of Section 5.11(c)) take additional actions of the type specified in Schedule 1.06(b)(ii) (it being understood that the selection of the specific actions to be taken pursuant to this paragraph (b)(ii) shall be within the good faith discretion of Buyer) and upon the taking of such actions the Synergies realized by the Company Entities shall be as set forth in such Schedule.
(c) Buyer shall be obligated to make Contingent Payments on the following dates (the “Contingent Payment Dates”):
(i) 45 days after the end of Buyer’s fiscal year ending April 30, 2013;
(ii) 45 days after the end of Buyer’s fiscal quarter ending January 31, 2014;
(iii) 45 days after the end of Buyer’s fiscal quarter ending July 31, 2014.
(d) On each Contingent Payment Date, Buyer shall pay to the Stockholder Representative for the account of the Stockholders an amount in cash equal to (i) the amount obtained by multiplying (x) $15,000,000 by (y) the Base Factor, minus (ii) the total amount of Contingent Payments previously made by Buyer pursuant to this Section 1.0...
Contingent Consideration. In addition to the consideration described in Section 2.2, which is required to be paid at the Closing pursuant to Sections 2.2.1 and 2.6.2, there shall be the following consideration (the “Contingent Consideration”):
2.5.1 If and to the extent (a) the amount that Purchaser collects, in the aggregate, from trade accounts receivable which are assigned by Seller to Purchaser under this Agreement and by the other Seller (the “Related Seller”) to Purchaser pursuant to the Related APA exceeds (b) the amount paid by Purchaser in the aggregate pursuant to Section 2.2.1(1) of this Agreement and corresponding provisions of the Related APA (the “Aggregate Collection Threshold”), then Purchaser shall pay to Seller and the Related Seller fifty percent (50%) of the amount collected in excess of the Aggregate Collection Threshold, if, as, and when such collections exceed the Aggregate Collection Threshold within thirty (30) days of receipt thereof. Such payment shall be made by Purchaser among the Seller or Related Seller in such proportions and amounts as they shall jointly direct in writing; provided, in the absence of such joint direction from the Seller and Related Seller, Purchaser shall make such payment among the Seller and Related Seller as it shall determine in its sole discretion.
(1) If contracts with CBS and CBS Decaux are executed by Purchaser between the date hereof and six (6) months thereafter then Purchaser shall pay Seller Seventy-Two Thousand ($72,000.00) Dollars if (1) the Seller extends the current contracts with CBS and CBS Decaux (the “CBS Contracts”) for an additional two (2) year term, and (2) such extensions provide, in the aggregate, for not less than ninety percent (90%) of the current annual contract amount (which is approximately $3.22 million per year). Such amount shall be paid in twelve (12) equal installments in the amount of Six Thousand ($6,000.00) Dollars per month, with the first payment starting 30 days following the later of (i) the Closing Date or (ii) the commencement of work under the CBS Contracts. Payment of the foregoing amounts shall be contingent upon the CBS Contracts being assigned at the Closing to the Purchaser with the consent of any other party thereto whose consent is required.
Contingent Consideration. (a) Upon the terms and subject to the conditions of this Agreement and the Transfer Agreement, the Corporation shall issue or pay the Contingent Consideration to the Partnership in accordance with the terms of this Section 2.2.
(b) If the Weighted Average Trading Price Per Share determined as of December 31, 2002 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2002 PRICE") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2002, an amount in cash (the "2002 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) (A) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) by the 2002 Price; and (ii) the value of 3,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by the 2002 Price. At the option of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 Price.
(c) If the Weighted Average Trading Price Per Share determined as of December 31, 2003 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2003 PRICE") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2003, an amount in cash (the "2003 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; provided, however, that if, prior to December 31, 2003, the Partnership sells any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than any permitted assignee of the Partnership or an Affiliate of a permitted assignee), then the foregoing amount shall be reduced on a dollar-for-dollar basis by the amount, if any, that the aggregate c...
Contingent Consideration. Notwithstanding any other provisions hereof, the transactions set forth in the “Contingent Consideration Term Sheet” (as defined in the Bankruptcy Plan) and contemplated in the Bankruptcy Plan or “Definitive Documents” (as defined in the Bankruptcy Plan) shall be expressly permitted under this Indenture, and no Default or Event of Default shall occur in connection with the implementation of such transactions.
Contingent Consideration. If any of the Milestone Events set forth in Schedule 5 (Contingent Consideration) are achieved, the Buyer will make the corresponding Milestone Payment to the Payments Administrator for further distribution to the Sellers on or prior to the Payment Date. Any Contingent Consideration payable to the Sellers shall be allocated between the Sellers with regard to their respective Proportion of Initial Consideration or as otherwise notified to the Buyer in writing by the Sellers’ Representative at least five (5) Business Days prior to a Payment Date and shall be satisfied:
Contingent Consideration. (a) Following the Closing, and as additional consideration for the Merger and the other transactions contemplated by this Agreement, within ten (10) Business Days after the occurrence of a Triggering Event that occurs before the fifth year anniversary of the Closing Date with respect to Section 3.03(a)(i), before the seventh year anniversary of the Closing Date with respect to Section 3.03(a)(ii), and before the tenth year anniversary of the Closing Date with respect to Section 3.03(a)(iii), (in each case, as applicable to such clause, the “Contingent Consideration Period”), each Contingent Consideration Eligible Company Equityholder (in accordance with its respective Contingent Consideration Pro Rata Share) is eligible to receive the following shares of Adara Class E Common Stock, as applicable (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Adara Class E Common Stock occurring on or after the Closing and prior to the date of such issuance, the “Contingent Consideration Shares”):
(i) Upon the occurrence of Triggering Event I prior to the fifth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares;
(ii) Upon the occurrence of Triggering Event II prior to the seventh year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; and
(iii) Upon the occurrence of Triggering Event III prior to the tenth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares. For the avoidance of doubt, the Contingent Consideration Eligible Company Equityholders shall be entitled to receive Contingent Consideration Shares upon the occurrence of each Triggering Event during the applicable Contingent Consideration Period; provided, however, that in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive Contingent Consideration Share after the tenth year anniversary of the Closing; provided, further, that each Triggering Event shall only occur once, if at all, and in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive an aggregate of more than 60,000,000 Contingent Consideration Shares; provided, further, that Triggering Event I, Tr...
Contingent Consideration. (1) If the Sale Date shall occur prior to the Contingent Payment End Date, then no later than 45 Business Days following the Sale Date, or such longer period as shall be reasonably necessary to determine and provide an accounting for the Building Sale Net Proceeds, or at such time as otherwise mutually agreed upon by Parent and the Former Member Representative (but, in no event on or after the five-year anniversary of the Closing Date or, unless Parent otherwise agrees, prior to the 20th Business Day following the Closing Date), Parent shall deliver to each former holder of Holdings Common Stock as of immediately prior to the Effective Time (the “Former Members”), as additional consideration in the NYSE/AMEX Merger, a number of fully paid and nonassessable shares of Parent Common Stock equal to the Building Sale Exchange Ratio, rounded down to the nearest whole share (the “Contingent Consideration”), provided, that if the aggregate number of shares of Parent Common Stock otherwise required to be issued pursuant to this Section 6.17 exceeds the aggregate number of shares of Parent Common Stock issued pursuant to Section 1.8(a) (such amount, as appropriately adjusted for any stock splits, combinations, reclassifications or other similar actions occurring after the Closing Date, the “Contingent Consideration Cap”), the aggregate number of shares to be issued pursuant to this Section 6.17 shall be equal to the Contingent Consideration Cap and the Contingent Consideration shall be reduced proportionately.
(2) Parent’s obligation to issue the Contingent Consideration shall be conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty (other than penalties which are absolute dollar amounts, which shall be included in Building Sale Costs and which shall not, together with all other Building Sale Costs, exceed the Gross Amount) upon the payment of the Contingent Consideration. If the Contingent Consideration shall not have been issued by the fifth anniversary of the Closing Date, neither Parent nor any of its Subsidiaries shall have any further obligation to issue the Contingent Consideration.
(3) The right to receive the Contingent Consideration shall be non-transferable and non-assignable except by operation of Law.
Contingent Consideration. Additional consideration of up to a maximum of $5,000,000 (the "Maximum Contingent Consideration") may be paid by the Purchaser based on a combination of 2005 and 2006 EBITDA (and, to the extent applicable, 2007 EBITDA), as follows:
(a) $1,500,000 in Contingent Consideration shall be payable if the Target Companies achieve at least $5,000,000 in EBITDA in 2005; in the event that the Target Companies achieve EBITDA of less than $5,000,000, no Contingent Consideration shall be payable pursuant to this Section 1.7(a). Any Contingent Consideration payable pursuant to this Section 1.7(a) (the "2005 Contingent Consideration") will be payable on or before February 15, 2006.
(b) So long as the Target Companies achieve EBITDA in 2005 of at least $4,000,000, additional Contingent Consideration shall be payable only if the Target Companies achieve EBITDA in 2006 (and, if applicable, 2007), as follows:
(i) The amount of the Contingent Consideration shall be $0 in the event that the Target Companies achieve EBITDA in 2006 of $6,000,000, and $3,500,000 if the Companies achieve EBITDA in 2006 of at least $8,000,000, and the Contingent Consideration of up to $3,500,000 shall be prorated for any EBITDA in 2006 between $6,000,000 and $8,000,000. Any Contingent Consideration payable pursuant to this Section 1.7(b)(i) (the "2006 Contingent Consideration") will be payable on or before February 15, 2007.
(ii) In the event that the 2006 Contingent Consideration, if any, equals less than $3,500,000, the difference between $3,500,000 and the 2006 Contingent Consideration (the "Balance") may be earned as follows: the amount of Contingent Consideration shall be $0 in the event that the Target Companies achieve EBITDA in 2007 of $7,500,000 or less, the full amount of the Balance if the Target Companies achieve EBITDA in 2007 of at least $10,000,000, the Contingent Consideration, up to the full amount of the Balance, shall be prorated for any EBITDA in 2007 between $7,500,000 and $10,000,000. Any Contingent Consideration payable pursuant to this Section 1.7(b)(ii) (the "2007 Contingent Consideration") will be payable on or before February 15, 2008. For purposes of clarity, if the Target Companies fail to achieve at least $4,000,000 in EBITDA in 2005, no Contingent Consideration shall be payable whatsoever.
(c) The Contingent Consideration shall be allocated among the MAG Holders in accordance with the MAG Allocation. The Contingent Consideration shall be payable, at the election of th...
Contingent Consideration. For a period of five (5) years following the Option Exercise Closing Date (“Contingent Payment Period”), should the daily price of gold (as determined by the London PM Fix) average ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (U.S.$1,600) per ounce or greater for a period of ninety (90) consecutive Trading Days (the “Trigger Event”), Buyer shall be required to pay or cause to be paid to Gunpoint Parent (or as Gunpoint Parent may direct) an additional payment of Ten Million United States Dollars (U.S.$10,000,000) (the “Contingent Payment”). Five Million United States Dollars (U.S.$5,000,000) of the Contingent Payment shall be due and payable to Gunpoint Parent (or as Gunpoint Parent may direct) no later than six months following the Trigger Event, payable in cash or, at Timberline’s discretion, up to one-half (Two Million Five Hundred Thousand United States Dollars (U.S.$2,500,000)) in shares of common stock of Timberline Parent. The remaining Five Million United States Dollars (U.S.$5,000,000) of the Contingent Payment shall be due and payable to Gunpoint Parent (or as Gunpoint Parent may direct) no later than twelve months following the Trigger Event, payable in cash or, at Timberline’s discretion, up to one-half (Two Million Five Hundred Thousand United States Dollars (U.S.$2,500,000)) in shares of common stock of Timberline Parent. The issuance of shares of common stock of Timberline Parent will be subject to any applicable requirements of the TSX Venture Exchange. As used herein, “Trading Day” shall include any day during which the London Bullion Market Association is open for business and provides a London PM Fix for gold. In relation to any issuance of shares of common stock of Timberline Parent pursuant to any Contingent Payment, Gunpoint Parent and/or the entity to which such shares of common stock are being issued will deliver prior to the issuance of such shares of common stock a certificate regarding certain representations, warranties and covenants for purposes of issuing such shares of common stock pursuant to applicable securities laws at the time of such issuance. For any shares of common stock of Timberline Parent issued as part of the Contingent Payment, the deemed value of such shares shall be greater of (a) the Closing Price for such shares of common stock on the Option Exercise Closing and (b) the “Discounted Market Price” (as defined by the TSX Venture Exchange) per such share of common stock on the date prior to the dissemination of...