Contingent Stock Payment. In respect of each Performance Period, upon complete satisfaction of the Performance Period Requirements, Zanett shall issue and deliver to each Equity Holder a certificate representing that Equity Holder’s Pro Rata Percentage of the applicable Contingent Stock Payment. The Contingent Stock Payment shall determined as follows:
(i) If the Performance Multiple for the Performance Period is less than one, the number of shares of Zanett Stock issuable pursuant to such Contingent Stock Payment shall be equal to the product of the Performance Multiple and the maximum dollar figure used to calculate the Contingent Stock Payment for the applicable Performance Period (as set forth in 3.4(a)(iv) hereof), divided by the average closing price of a share of Zanett Stock as reported on NASDAQ for the three (3) consecutive trading days ending on the trading day prior to the last day of the corresponding Performance Period; and
(ii) If the Performance Multiple for the Performance Period is equal to or greater than one, the Contingent Stock Payment shall be equal to the maximum dollar figure used to calculate the Contingent Stock Payment for the applicable Performance Period (as set forth in 3.4(a)(iv) hereof), divided by the average closing price of a share of Zanett Stock as reported on NASDAQ for the three (3) consecutive trading days ending on the trading day prior to the last day of the corresponding Performance Period. With respect to each Performance Period, the Performance Period Requirements must be satisfied as a condition precedent to Zanett’s obligation to issue and deliver the Contingent Stock Payment for such Performance Period to the Equity Holders.
Contingent Stock Payment. Upon complete satisfaction of the Performance Period Requirements, for each Performance Period, Parent shall deliver to each DCG Shareholder a certificate representing a number of shares of Parent Stock determined in accordance with the formula set forth below within 30 days of Parent's delivery to the DCG Shareholders of the applicable Annual Financial Statements (which delivery shall not be later than 30 days following the end of such Performance Period): CSP = 1/3*(S * PI * (965,000/ ZTA)) Where: CSP = The number of shares of Parent Stock issuable by Parent to such DCG Shareholder with respect to such Performance Period. S = The number of Shares held by such DCG Shareholder immediately prior to the Effective Time. PI = The Percentage Interest ZTA = The average closing price of a share of Parent Stock as reported on NASDAQ for the ten (10) consecutive trading days ending on the date immediately preceding the issue date. With respect to each Performance Period, the Performance Period Requirements must be satisfied as a condition precedent to Parent's obligation to issue and deliver the Contingent Stock Payments for such Performance Period.
Contingent Stock Payment. Within thirty (30) days following complete satisfaction of the Performance Period Requirements as set forth above, for each Performance Period, the Buyer shall deliver to the Seller a certificate representing a number of shares of Buyer Stock calculated by dividing $238,000 by the average closing price of a share of Buyer Stock as reported on NASDAQ for the fifteen (15) consecutive trading days ending on the day prior to the last day of the applicable Performance Period. With respect to each Performance Period, the Performance Period Requirements must be satisfied as a condition precedent to the Buyer's obligation to issue and deliver the Contingent Stock Payment for such Performance Period.
Contingent Stock Payment. Upon complete satisfaction of the Performance Period Requirements, for each Performance Period, Parent shall deliver to each PDI Shareholder a certificate representing a number of shares of Parent Stock (not to exceed in value $400,000 in the aggregate for each Performance Period based upon the 10-day trading average of a share of Parent Stock prior to the applicable issuance date) determined in accordance with the formula set forth below within 30 days of Parent's delivery to the PDI Shareholders of the applicable Performance Period Financial Statements (which delivery shall not be later than 30 days following the end of such Performance Period): CSP = SES * SPI * (400,000 / ZTA) Where: CSP = The number of shares of Parent Stock issuable by Parent to such PDI Shareholder with respect to such Performance Period. SES = The number of Stock Election Shares held by such PDI Shareholder immediately prior to the Effective Time. SPI = The Stock Percentage Interest. ZTA = The average closing price of a share of Parent Stock as reported on NASDAQ for the ten (10) consecutive trading days ending on the date immediately preceding the issue date. With respect to each Performance Period, the Performance Period Requirements must be satisfied as a condition precedent to Parent's obligation to issue and deliver the Contingent Stock Payments for such Performance Period.
Contingent Stock Payment. In respect of the Second Performance Period, within five Business Days after the delivery of the Final Computation of the Second Aggregate Monthly Gross Profit, Buyer shall deliver to the Stockholder certificates representing the Contingent Stock Payment, as adjusted pursuant to Section 2.3(c) above.
Contingent Stock Payment. As soon as practical after reviewing ------------------------ the audited financial results of Buyer solely related to the Business for the period from Closing through March 31, 1999, the Buyer shall deliver to Seller additional shares of Common Stock (the "Contingent Shares") at the rate of 1,000 shares of Common Stock for each $10,000 of net profits from operations related solely to the Business, in excess of $500,000 before taxes, on an annualized basis, and prepared in accordance with generally accepted accounting principles consistently applied. Buyer shall keep separate internal accounting records for the Business which will be reviewed for accuracy and consistency by the Buyer's independent certified public accountants. Buyer may satisfy all of its obligations under this Section 1.4 by remitting to Seller 50,000 Shares at any time prior to receiving Buyer's audited financial results solely related to the Business for the period ending March 31, 1999. The Contingent Shares will be subject to the Registration Rights Agreement.
Contingent Stock Payment. Subject to the conditions set forth in this Section 1.3(c), each Microgyn Shareholder shall have the right to receive, within thirty (30) days following the last day (the "THRESHOLD DATE") of the twelfth (12th) full calendar month following the first commercial sale of a Microgyn Product by Conceptus or its distributor(s) in the United States, that number of shares of Conceptus Common Stock equal to an amount determined by multiplying (i) an amount of shares of Conceptus Common Stock (the "CONTINGENT MERGER SHARES" and together with the Initial Merger Shares, the "MERGER SHARES") determined by dividing (A) $1,000,000 by (B) the average closing price of the Common Stock on the Nasdaq Stock Market for the twenty consecutive trading days ending on the second trading day prior to the Threshold Date, by (ii) such holder's Proportionate Interest. Conceptus's stock issuance obligations under this Section are contingent upon satisfaction of the following conditions: (i) net sales revenues to Conceptus from sales of Microgyn Products during calendar year 1997 (including both domestic and international sales) must be greater than $200,000 and (ii) net sales revenues (including both domestic and international sales) to Conceptus from sales of Microgyn Products during the first twelve full calendar months following the initial domestic commercial sale of a Microgyn Product by Conceptus must be greater than $3,500,000. For purposes of this Section 1.3 only, (i) a "commercial sale" shall mean the sale of a product for income generation purposes other than in connection with research and development, pre-clinical or clinical trial applications, a "Microgyn Product" shall mean any product sold by Conceptus, Microgyn or any of their subsidiaries or affiliates that either (i) includes any of the technology owned or licensed by Microgyn on the Closing Date or (ii) is one of the Microgyn Products listed on the Microgyn Disclosure Schedule, and "net sales revenues" shall mean gross revenues less returns and customary and ordinary customer allowances and shall be calculated in accordance with the generally accepted accounting principles.
Contingent Stock Payment. In respect of the First Performance Period, within five Business Days after the delivery of the Final Computation of the First Aggregate Monthly Gross Profit, Buyer shall deliver to the Stockholder certificates representing the Contingent Stock Payment, as adjusted pursuant to Section 2.3(c) above."
Contingent Stock Payment. 53 12.2. Notices.................................................53 12.3. Covenant Not To Compete.................................54 12.4.
Contingent Stock Payment. In the event that Sellers elect to receive shares of Contingent Stock Payment under Section 2.3 hereof, Sellers shall deliver to the secretary of Buyer all of the following documents prior to the time when the Contingent Stock Payment is to be delivered:
(a) A notice in writing signed by Sellers stating that Sellers have elected to receive the Contingent Stock Payment in shares of Buyer, in full or in part, such notice complying with all applicable provisions of this Agreement; and
(b) A bona fide written representation and agreement, in the form attached hereto as Exhibit D;
(c) The Stockholders' Agreement, executed by each of Sellers in the form attached to this Agreement as Exhibit E; and
(d) Prior to making their election to receive the Contingent Stock Payment, Sellers shall be entitled to receive such information about Buyer as Buyer is required to provide by applicable provisions of Regulation D (or the equivalent rule or regulation then in effect) of the United States Securities and Exchange Commission.
