Contingent Note. Cortelco shall have received an executed copy of the Contingent Note from Acquisition Subsidiary and eOn.
Contingent Note. The contingent promissory note issued by Acquisition Subsidiary and eOn in favor of the Cortelco Stockholders, evidencing the eOn and the Surviving Entity’s obligation to make the Quarterly Payout payments, a form of which is attached hereto as Exhibit C.
Contingent Note. Seller shall be entitled to receive additional contingent payments (the “Contingent Amount”) up to a maximum of $500,000 (“Maximum Contingent Amount”) based on the EBITDA of the Core Business for the twelve-month period ending December 31, 2003 (the “Contingent Measurement Period”). If the EBITDA of the Core Business for the Contingent Measurement Period ending December 31, 2003 exceeds Three Million Two Hundred Thousand Dollars ($3,200,000) (the “2003 Target EBITDA”), Seller shall be entitled to receive seventy one percent (71%) of such excess, if any (the “2003 Contingent Amount”) up to an aggregate amount of $500,000. For the months of calendar year 2003 that the Business is owned by Seller prior to Closing, the EBITDA in those months will be adjusted by amounts that are identified as excessive or nonessential allocations from Member or Parent to Seller and agreed upon by Buyer and Seller, provided that Buyer and Seller agree that the aggregate EBITDA for January through June 2003 was $1,039,500.00. The 2003 Contingent Amount, if any, shall become a note in substantially the form of Exhibit 2.12 (the “Contingent Note”) hereto with the principal amount due in equal amounts at the end of forty-eight (48) months from Closing and sixty (60) months from Closing. The Contingent Note shall bear an annual interest rate of six percent (6.0%) beginning January 1,
Contingent Note. A Contingent Promissory Note, substantially in the form attached hereto as Exhibit C-3 (the "Contingent Note"), made payable to Seller in the principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), subject to adjustment as provided in Section 7(b)(4)(B) hereof, bearing interest at the rate of seven percent (7%) per annum. The Contingent Note shall be payable in thirty (30) equal monthly installments of principal and interest, commencing on the thirtieth (30th) day following the Closing Date, with a maturity date that is thirty (30) months following the commencement date. Buyer expressly reserves against Seller the right of offset against sums payable (including principal and any interest accrued thereon) under the Contingent Note an amount equal to (i) any revenue adjustment contemplated by Section 7(b)(4)(A), and (ii) any Damages (as defined in Section 13(b)
Contingent Note. At Closing, Purchaser shall grant a contingent promissory note, made in favor of Seller in the amount of $900,000, and in the form attached as Exhibit C hereto (the "Contingent Note").
Contingent Note. On the Closing Date, LTC shall deliver to the Seller a contingent promissory note substantially in the form attached hereto as EXHIBIT 2.4 (the "CONTINGENT NOTE") in the aggregate amount of up to $675,000, paid in three installments on each of July 31, 1998, January 31, 1999 and July 31, 1999 in accordance with the provisions thereof.
Contingent Note a. In the amount of up to FIVE HUNDRED SEVENTY FIVE THOUSAND DOLLARS AND NO CENTS ($575,000.00), payable based on the Business' Earnings Before, Amortization and Taxes ("EBAT"), (but excluding costs for asset write-offs, other non-operating expenses, salaries of any employee, consultant, director or the like of Buyer who are not employed by Buyer or Seller on the Closing Date and who are also shareholders of Buyer without the prior written consent of the Seller and other expenses not related to the ordinary operation of the Business), as measured by Generally Accepted Accounting Principles (except that for purposes of the calculation of EBAT hereunder, salaries of any employee, consultant, director or the like of Buyer who are also shareholders of Buyer shall be initially calculated as of the amount such person was earning on the Closing Date, and subsequently calculated as of the amount such person was earning on the Closing Date plus 5% for each year after the Closing Date or the actual salary, whichever is lower). Contingent Note payments, if any, shall be according to the following schedule: If EBAT is less than $50,000.00, no payment shall be due; If EBAT is equal to or greater than $50,000.00 but less than $75,000.00, then Buyer shall pay to Seller ten percent (10%) of the amount by which EBAT exceeds $50,000.00; If EBAT is equal to or greater than $75,000.00 but less than $100,000.00, then Buyer shall pay to Seller fifteen percent (15%) of the amount by which EBAT exceeds $50,000.00; or If EBAT is greater than $100,000.00, then Buyer shall pay to Seller twenty-five percent (25%) of the amount by which EBAT exceeds $50,000.00.
Contingent Note. To cure the asserted prepetition defaults under the Prepetition Intercompany Agreements, within one business day after the Approval Date, GT Hong Kong shall issue to GTAT Corp. the Contingent Note, substantially in the form attached hereto as Exhibit H (the “Contingent Note”).
Contingent Note. Quarterly Payouts shall be due until Total Merger Consideration has been paid to the Stockholders Representative. eOn’s obligation to pay the Quarterly Payout shall be evidenced by the Contingent Note, and the Cortelco Shareholders shall have all rights and remedies under Delaware law as unsecured creditors of the Surviving Entity, including without limitation, the right to receive payment for all amounts due and owing under the Contingent Note prior to distribution of the Surviving Entity’s assets to eOn in the event of a liquidation or sale of the Surviving Entity. Should eOn or the Surviving Entity be liquidated, the Cortelco shareholders shall have all rights and remedies under Delaware law as unsecured creditors of eOn and the Surviving Entity, including without limitation, the right to receive payment for all amounts due and owing under the Contingent Note prior to distribution of eOn’s or the Surviving Entity’s assets. It is understood and agreed the Contingent Note shall remain in full force for the benefit of Cortelco’s shareholders pursuant to applicable law should eOn or Surviving Entity be sold to a third party pursuant to a merger, stock purchase, or asset purchase transaction. The Contingent Note shall contain a legend substantially in the following form: THIS CONTINGENT NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE ACT. THEREFORE, THIS CONTINGENT NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.
Contingent Note. Simultaneously with the execution and delivery of this Agreement, the Company shall issue and deliver to each of the Purchasers a Subordinated Contingent Promissory Note (each a "Contingent Note") substantially in the form attached hereto as Exhibit 2, providing for the payment of certain amounts to the Purchasers by the Company upon the occurrence of certain events in connection with the election by the Purchasers to convert into shares of Series A Common Stock the shares of Series B Common Stock and Series C Common Stock issued to the Purchasers upon exercise of the Warrants.
