Deferred Cash Consideration. To the extent that any consideration pursuant to any Partial Casa Ley Sale or Entire Casa Ley Sale includes any deferred cash consideration (including pursuant to any escrow, holdback or similar amount and including any such deferred cash consideration in connection with a Partial Casa Ley Sale or Entire Casa Ley Sale consummated prior to the Closing), each Holder of a CVR shall be entitled to and shall receive an amount with respect to such CVR equal to (x) the amount of such deferred cash consideration received by the Company or any Company Subsidiary (minus the product of (A) 39.25% and (B) the amount of such deferred cash consideration, less an allocable amount of the Company and the Company Subsidiaries’ tax basis in their Equity Interests in Casa Ley, calculated under U.S. federal income tax principles, but only to the extent, if any, that such basis was not previously taken into account in determining the amount of the payments in clauses (i), (ii) and (iii) of this Section 2.4(a)), divided by (y) the number of CVRs listed in the CVR Register as of the date of such calculation; provided that any CVR to which a Dissenting Stockholder would be entitled but for Section 2.3 of the Merger Agreement shall be deemed to be outstanding and included in the number of CVRs listed in the CVR Register for purposes of the calculation of the number of CVRs listed in the CVR Register in this Section 2.4(a)(iv)(y). Such deferred cash consideration amounts received by the Company or any Company Subsidiary shall be paid by the Company, within two (2) Business Days after its receipt thereof, directly to the Rights Agent for payment to the Holders.
Deferred Cash Consideration. (a) If Net Revenue for calendar year 2009 exceeds $7,000,000, the Buyer shall pay to Seller, in accordance with the procedures set forth in Section 1.6(b), an amount in cash (the “Deferred Cash Consideration”) equal to the product of $300,000 multiplied by a fraction, the numerator of which is Net Revenue for calendar year 2009 and the denominator of which is the $8,000,000; provided, however, that the amount of the Deferred Cash Consideration shall not exceed $300,000.
(b) Within forty-five (45) days after December 31, 2009, the Buyer shall deliver to the Seller a written statement (the “Payment Statement”), including supporting documentation, setting forth the amount of Net Revenue for calendar year 2009. The Payment Statement shall become final and binding upon the Buyer and the Seller on the 15th day following delivery thereof, unless the Seller gives notice of disagreement with the Payment Statement (a “Dispute Notice”) to the Buyer prior to such date. Any Dispute Notice shall specify in reasonable detail the nature of any disagreement so asserted. If a Dispute Notice is received by the Buyer in a timely manner, then the Payment Statement shall become final and binding upon the Buyer and the Seller on the earlier of (i) the date the Buyer and the Seller resolve in writing any differences they have with respect to the matters specified in the Dispute Notice and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period (the “Resolution Period”) following the delivery of a Dispute Notice, the Buyer and the Seller shall use their commercially reasonable efforts and seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Dispute Notice. At the end of the Resolution Period, the Buyer and the Seller shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration, in accordance with the standards set forth in this Section 1.6, only matters that remain in dispute and were properly included in the Notice of Disagreement in accordance with this Section 1.6 and any claim of calculation-related errors. The Accounting Firm shall be Xxxxx Xxxxxxxx (which the parties represent has not provided services to any of them or their respective subsidiaries during the past three years) or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed upon by the Buyer and the Seller in...
Deferred Cash Consideration. To the extent that any consideration pursuant to any Partial LDI Sale or Entire LDI Sale includes any deferred cash consideration, each Holder of a CVR, who is a Holder on the date of consummation of the LDI Sale or Entire LDI Sale, shall be entitled to and shall receive an amount with respect to such CVR equal to (x) the amount of such deferred cash consideration received by the Company or any Company Subsidiary, net of income taxes, divided by (y) the number of CVRs listed in the CVR Register as of the date of such calculation. Such deferred cash consideration amounts received by the Company or any Company Subsidiary shall be paid by the Company, within five (5) Business Days after its receipt thereof, directly to the Rights Agent for payment to the Holders.
Deferred Cash Consideration. On the third (3rd) anniversary of the Closing Date (or, if such date is not a Business Day, the first Business Day thereafter) (such date, the “Deferred Cash Payment Date”), VI shall pay, or cause to be paid, to the Distribution Agent, as agent or nominee for the VE Members, cash in the amount of One Billion, One Hundred Twenty-Four Million, Eight Hundred Sixty-Four Thousand Euros (€1,124,864,000.00) (the “Deferred Cash Consideration”), representing the product of (a) One Billion Euros (€1,000,000,000.00) (the “Pre-Interest Deferred Cash Amount”) multiplied by (b) 1.124864. The Pre-Interest Deferred Cash Amount, equal to One Billion Euros (€1,000,000,000.00), shall represent the principal amount of the Deferred Cash Consideration and the difference between the Deferred Cash Consideration and the Pre-Interest Deferred Cash Amount, equal to One Hundred Twenty-Four Million, Eight Hundred Sixty-Four Thousand Euros (€124,864,000.00), shall be the interest payable on the Pre-Interest Deferred Cash Amount.
Deferred Cash Consideration. The Parties previously contemplated up to Twenty Million Dollars (USD$20,000,000) of the Closing Cash Consideration due at the Closing would be paid by the cash on hand that the Companies had at Closing. However, the Parties subsequently determined that Serbian law prohibits the direct payment by Meridian Serbia to the Sellers of cash funds held by Meridian Serbia prior to Closing, for purposes of affecting the Acquisition. For the reasons described above, and in an effort to close the Acquisition as soon as possible, the Parties decided to reduce the cash consideration due at the Closing from Thirty Million Dollars (USD$30,000,000) to Twelve Million Dollars (USD$12,000,000) and to defer the payment of the Deferred Cash Consideration until after the Closing as set forth below. The Deferred Cash Consideration shall be deferred, and shall be paid (i) by way of cash payments totaling USD$11,000,000 paid to Sellers on or around May 17 or May 20, 2024; (ii) issuance of USD$4,000,000 in Company common stock at USD$3.00 per share pursuant to the terms of a Debt Conversion Agreement in the form attached as Exhibit L hereto (the “Debt Conversion Agreement”), and (iii) USD$3,000,000 in accordance with the terms and conditions of that certain Deferred Cash Convertible Promissory Note in the principal amount of USD$3,000,000, by and between the Parent and Xxxxxxxxxx Xxxxxxxxxxx, in the form attached as Exhibit E hereto the “Deferred Cash Promissory Note”).
Deferred Cash Consideration. In the event Crystal elects to pay the Fund Crystal Securities as the Put Consideration, the following provisions shall apply: Notwithstanding the provisions of Section 1 of the Option Agreement:
(a) Within 7 business days following the receipt of Crystal's notice of its election to issue Crystal Securities, the Fund shall notify Crystal in writing whether or not it accepts such Crystal Securities in satisfaction of payment of the applicable Portion of the Put Option. Failure by the Fund to deliver such notice within such 7 business day period, shall be deemed to constitute consent by the Fund to the receipt of the Crystal Securities. In the event that the Fund notifies Crystal in writing within the 7 business day period set forth above, that it refuses to receive Crystal Securities as the Put Consideration, Crystal shall have to pay the Fund the corresponding Cash Consideration in its stead, but shall be entitled to defer such payment until September 30, 2006 (the "Deferred Cash Consideration")." Notwithstanding the provisions of Section 4 below, in the event that the Put Consideration shall be in the form of Deferred Cash Consideration, the Put Closing shall take place on September 30, 2006.
Deferred Cash Consideration. No later than two (2) Business Days following the Second Closing pursuant to the Financing, CEI shall pay to Allied cash in the amount of eighty-five million dollars ($85,000,000) plus (if positive) or minus (if negative) the Deferred Adjustment Amount in immediately available funds to an account designated by Allied at least two (2) Business Days prior to the anticipated Second Closing Date (as notified to the Allied Parties by the CEI Parties) for the sale of the Second Shares pursuant to the Financing (the “Deferred Cash Consideration”).
Deferred Cash Consideration. Subject to Section 2.13(c), within five (5) Business Days after the Deferred Consideration Payment Date, Parent and the Representative shall instruct the Escrow Agent as set forth in the Escrow Agreement to pay, and the Escrow Agent shall pay, the Deferred Cash Consideration to the applicable Sellers in accordance with the Payout Spreadsheet; provided, that each applicable Seller, separate from the other applicable Sellers, shall be eligible to receive a portion of the Deferred Cash Consideration.
Deferred Cash Consideration. The Deferred Cash Consideration shall be subject to the following:
(i) Upon the mutual agreement of the Equityholders and Parent, Parent may pay the Deferred Cash Consideration in advance of the Deferred Payment Date.
(ii) Parent shall immediately pay the entire Deferred Cash Consideration upon the consummation of a Change of Control of Parent.
(iii) Except in respect of any required withholding Taxes, Parent shall have no right of offset, deduction, or counterclaim (or any similar right) under statutory law, common law, or otherwise against any amounts of Deferred Cash Consideration due and payable to Equityholders hereunder in the event of any dispute and, in the event of any such dispute, Parent further agrees it shall pursue only such remedies, other than the right to offset, as are otherwise available to it. For the avoidance of doubt, any Taxes withheld or paid over to the appropriate Governmental Entity in respect of the foregoing shall be treated for all purposes of this Agreement as having been paid to the Equityholders.
Deferred Cash Consideration. On the first (1st) anniversary of the Closing Date, Buyer shall pay Agency an amount equal to One Hundred Sixty-five Thousand Dollars ($165,000.00) (the “Deferred Cash Consideration”).
