Deferred Stock Payment Clause Samples
Deferred Stock Payment. In accordance with this Section 5.3, each Selling Shareholder shall be entitled to receive deferred share payments contingent upon the achievement by Alpha Bermuda of the amounts of Adjusted Net Income set forth below (the “Deferred Stock Payments”):
(a) an additional 1 million newly issued Alpha Bermuda Shares solely and exclusively upon Alpha Bermuda earning Adjusted Net Income of at least U.S. $19.5 million during the fiscal year ending December 31, 2009, to be allocated among the Selling Shareholders as follows: Splendid International Holdings Pte. Ltd. (63.23%); Bright Strong Investments Limited (6.08%); and Special Result Limited (BVI) (30.69%) (the “Percentage Allocations”). Subject to Section 5.3(i), the applicable Deferred Stock Payment set forth in this Section 5.3(a) shall be issued and delivered to the Selling Shareholders on or prior to the first anniversary of the Closing.
(b) an additional 2 million newly issued Alpha Bermuda Shares solely and exclusively upon Alpha Bermuda earning Adjusted Net Income of at least U.S. $26 million during the fiscal year ending December 31, 2010, to be allocated among the Selling Shareholders in accordance with their respective Percentage Allocations. Subject to Section 5.3(i), the applicable Deferred Stock Payment set forth in this Section 5.3(b) shall be issued and delivered to the Selling Shareholders on or prior to the second anniversary of the Closing.
(c) an additional 3 million newly issued Alpha Bermuda Shares solely and exclusively upon Alpha Bermuda earning Adjusted Net Income of at least U.S. $34 million during the fiscal year ending December 31, 2011, to be allocated among the Selling Shareholders in accordance with their respective Percentage Allocations. Subject to Section 5.3(i), the applicable Deferred Stock Payment set forth in this Section 5.3(c) shall be issued and delivered to the Selling Shareholders on or prior to the third anniversary of the Closing.
(d) Notwithstanding the foregoing, the issuance by Alpha Bermuda of any Deferred Stock Payments shall be contingent upon there being no breach of the Employment Agreements (as defined in Section 11.6 below) that has had or would have a material adverse effect on Alpha Bermuda’s business, taken as a whole.
(e) All Alpha Bermuda Shares issued pursuant to this Section 5.3 shall be duly authorized, fully paid and nonassessable and issued in compliance with all applicable foreign, federal and state securities laws.
(f) All Alpha Bermuda Shares is...
Deferred Stock Payment. (i) In accordance with Section 2.7(a), each Closing Holder shall be entitled to receive deferred stock payments contingent upon the achievement by China Networks Surviving Corporation of the amounts of Net Income set forth below in this Section 2.7(g) (the “Deferred Stock Payments”).
(ii) China Networks Surviving Corporation hereby agrees that the Closing Holders shall be entitled to receive from China Networks Surviving Corporation an additional 2,850,000 newly issued Surviving Corporation Shares solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $20,000,000 during the fiscal year ending December 31, 2009, to be allocated among the Closing Holders in accordance with their respective Percentage Allocations.
(iii) China Networks Surviving Corporation hereby agrees that the Closing Holders shall be entitled to receive from China Networks Surviving Corporation an additional 3,075,000 newly issued Surviving Corporation Shares solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $30,000,000 during the fiscal year ending December 31, 2010, to be allocated among the Closing Holders in accordance with their respective Percentage Allocations.
(iv) China Networks Surviving Corporation hereby agrees that the Closing Holders shall be entitled to receive from China Networks Surviving Corporation an additional 3,075,000 newly issued Surviving Corporation Shares solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $40,000,000 during the fiscal year ending December 31, 2011, to be allocated among the Closing Holders in accordance with their respective Percentage Allocations.
(v) Any Deferred Stock Payments due and payable pursuant to the foregoing shall be issued to the Closing Holders on the later of the (i) 30 days after preparation and completion of China Networks Surviving Corporation’s audited year-end financial statements for the fiscal period in question and (ii) tenth business day after the determination of Net Income for purposes of this Agreement with respect to the fiscal period in question.
(vi) In the event that the Net Income target for any fiscal year is achieved during a fiscal year that is prior to the year corresponding to such Net Income target, the Closing Holders shall be entitled to receive, in addition to the Deferred Stock Payment for the then current fiscal year, the Deferred Stock Payment for any additi...