Deferred Cash Payments Clause Samples

Deferred Cash Payments. (i) In accordance with Section 2.7(a), each holder of Company Shares as of the Business Combination Effective Time (each, a “Closing Holder”) shall be entitled to receive from China Networks Surviving Corporation deferred cash payments contingent upon the achievement by China Networks Surviving Corporation of the amounts of Net Income (as defined below) set forth below in this Section 2.7(f) (the “Deferred Cash Payments”). (ii) China Networks Surviving Corporation hereby agrees that the Closing Holders shall be entitled to receive from China Networks Surviving Corporation cash payments on or prior to December 31, 2009 equal to an aggregate amount of U.S. $3,000,000, solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $15,000,000 during the four fiscal quarters immediately preceding such payment, to be allocated among such holders based on their percentage ownership of the Company Shares immediately prior to the Business Combination Effective Time (the “Percentage Allocations”). (iii) China Networks Surviving Corporation hereby agrees that Closing Holders shall be entitled to receive from China Networks Surviving Corporation additional cash payments on or prior to December 31, 2010 equal to an aggregate amount of U.S. $3,000,000, solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $25,000,000 during the four fiscal quarters immediately preceding such payments, to be allocated among the holders of Company Shares in accordance with their respective Percentage Allocations. (iv) As used herein, “Net Income” means the net income of China Networks Surviving Corporation and its subsidiaries as determined in accordance with U.S. generally accepted accounting principles (“GAAP”) excluding equity-based compensation charges, extraordinary one-time charges and charges related to the Business Combination or impairment of goodwill; provided that, with respect to any acquisitions of businesses or persons after the Business Combination Effective Time, in order for the net income generated by such acquired businesses or persons to be included in the foregoing definition of Net Income, such acquisitions must be accretive on a Net Income per share basis. In calculating Net Income per share, China Networks Surviving Corporation shall use China Networks Surviving Corporation’s audited or reviewed financial statements for the fiscal period in question. For the acquisition to be accr...

Deferred Cash Payments. (i) Subject to the terms and conditions of this Agreement (including Section 2.3(b) and Article VIII), the remaining $4,000,000 of the Cash Consideration (the “Deferred Cash Amount”) shall be paid by Buyer to Seller in installments accruing over the course of the twelve (12) full Fiscal Quarters designated below (the “Deferred Cash Payment Period”) and paid as follows (each payment described below, a “Deferred Cash Payment”): (A) first, one (1) payment of $750,000 will be made on July 15, 2023, if Closing occurs on or before June 30, 2023, or, if Closing occurs after June 30, 2023, one (1) payment of $750,000 will be made on the 15th day of the first month of the Fiscal Quarter immediately following the Fiscal Quarter in which Closing occurs (the Fiscal Quarter in which the payment described in this Section 2.3(a)(i)(A) fully accrues, the “First Fiscal Quarter”); (B) second, no payment of any portion of the Deferred Cash Amount will be paid with respect to the Fiscal Quarter following the First Fiscal Quarter (the “Second Fiscal Quarter”); (C) third, nine (9) quarterly payments of $250,000 will be made on the 15th day following the end of each of the nine (9) Fiscal Quarters occurring after the Second Fiscal Quarter (such Fiscal Quarters collectively, the “Holdback Fiscal Quarters”); and (D) fourth, one (1) final payment of $1,000,000 (the “Final Payment”) will be made on the 15th day following the end of the Fiscal Quarter following the last Holdback Fiscal Quarter (the “Twelfth Fiscal Quarter”). (ii) The Deferred Cash Amount will be paid in accordance with the example set forth in Schedule 2.3(a)(ii), subject to the terms and conditions in Section 2.3(b).