Earn-Up Consideration Sample Clauses

Earn-Up Consideration. As additional consideration for entering into this Agreement, the Buyer agrees to pay to the Company Shareholders an earn-up sum (the "Earn-Up Consideration") equal to the amount by which revenues recognized by Buyer or any of its Affiliates from the exploitation of the Licensing Technology Products exceed $3,000,000. For the purpose of calculating the Earn-Up Consideration, "revenues" shall mean the revenues resulting from the exploitation of the Licensing Technology Products generally through January 31, 1999, and revenues resulting from the exploitation of the Licensing Technology Products during the period between the Closing Date and June 30, 1999 to the following customers: Sun Microsystems, Intel, Tivoli, Adobe, BMC, Oracle and their respective subsidiaries. The revenue will be recognized by Buyer based upon shipments or, if applicable, based on GAAP contract accounting. Notwithstanding the foregoing, the Earn-Up Consideration shall not exceed $2,000,000. The Earn-Up Consideration shall be paid by the Buyer to each Company Shareholder in proportion to the Shareholder Percentage of each Company Shareholder as set forth in Section 4.2 of the Disclosure Schedule. The Earn-Up Consideration will be paid in two installments: (i) the first, which shall be in the amount equal to the Earn-Up Consideration earned through January 31, 1999, shall be delivered no later than April 1, 1999; and (ii) the second, which shall be in the amount equal to the Earn-Up Consideration earned through June 30, 1999, shall be delivered no later than September 1, 1999. The amounts payable as the Earn-Up Consideration shall be deemed to include the interest, if any, that would be imputed under the Code. The right to receive the Earn-Up Consideration shall not be assignable by any of the Company Shareholders.
Sample 1
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Related to Earn-Up Consideration

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Transaction Consideration The Transaction Consideration;

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Stock Consideration 3 subsidiary...................................................................53

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

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