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) Purchaser shall withhold from the Total Purchase Price, as partial recourse for any claims for indemnification against the Sellers arising under Article VIII of this Agreement (in accordance with Section 8.2), an amount equal to Five Million Dollars ($5,000,000.00) (the “Deferred Cash Consideration”). From the Closing Date, until and unless it is paid to Sellers pursuant to clause (b) below, the Deferred Cash Consideration shall bear simple interest at a rate equal to 1.5% annually, which interest shall be payable upon payment of the Deferred Cash Consideration in accordance with Section 2.6.
(b) Within thirty (30) days following the end of the eighteenth (18th) whole month following the Closing Date, Purchaser shall pay to the Sellers (by wire transfer of immediately available funds to the Seller Account) an amount equal to (i) the Deferred Cash Consideration less (ii) all amounts deducted therefrom in accordance with Section 8.2(d) as of the date of such release (including any accounts receivable not collected within eighteen (18) months from the Closing Date, pursuant to Section 4.9 [Accounts Receivable] and 8.2 [Indemnification by the Sellers]), plus (if an overpayment for the Pre-Closing Tax Period) or less (if an underpayment for the Pre-Closing Tax Period) (iii) an amount equal to any tax balance pertaining solely to income taxes and any unincorporated business tax for the Pre-Closing Tax Period, less (iv) a retention equal to the estimated amount of all claims for indemnification made under Section 8.2 that have not been resolved and paid as of the date of such release; provided that the amount of any such claims finally determined in favor of Sellers in accordance with Section 8.4 shall be promptly (and in any event within five (5) days thereafter) paid to Sellers by wire transfer of immediately available funds to the Seller Account.
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. 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. 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 have 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 have 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 upon the earlier of (i) the date that the Parent (or one of its Subsidiaries) has raised funding sufficient following the Closing, on terms deemed acceptable in the reasonable good faith discretion of the independent members of the Board of Directors of the Parent, to allow for the payment of the Deferred Cash Consideration, and following such payment, that the Purchaser (and its Subsidiaries on a consolidated basis) will not be left insolvent or with inadequate cash to pay its debts, bills, and other liabilities as they become due, in the ordinary course of business; and (ii) April 26, 2024 (as applicable, the earlier of (i) and (ii), the “Deferred Cash Consideration Due Date”).
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. 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”).
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. (a) After the Closing, Asset Purchaser will pay (or cause to be paid) the Adjusted Cash Consideration (including any further adjustments required by Section 3.2) plus accrued and unpaid Applicable Interest on a deferred basis by making Deferred Consideration Payments to the Company (which right to receive payment of the Adjusted Cash Consideration shall be assigned to the Seller at the Closing in accordance with Annex 3), commencing at the end of the first full calendar month following the Closing Date, until the total amount of the Adjusted Cash Consideration (plus any accrued and unpaid Applicable Interest) is fully paid. “Deferred Consideration Payments” means a monthly payment of an amount equal to 10% (ten percent) of Cash Receipts for the applicable calendar month. All Deferred Consideration Payments shall be applied first to pay accrued and unpaid Applicable Interest and then to pay the outstanding Adjusted Cash Consideration. Once the outstanding Adjusted Cash Consideration has been paid in full, Asset Purchaser shall have no further obligations to make any Deferred Consideration Payments.
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.
