First Contingent Payment. Subject to clauses (h), (i) and (j) below, within five business days after the Annual Determination for calendar year 2010 and any adjustments thereto shall have become binding on the parties in accordance with the Capital C LP Agreement, the Purchaser shall pay to Capital C Holdco the First Contingent Payment ("FAP"), calculated as follows: FAP = 36% x 2010 PBT ; provided, however, that for purposes of calculating the FAP, “2010 PBT” shall be calculated for the period commencing on the Closing Date and ending on December 31, 2010.
First Contingent Payment. (i) Subject to the terms and conditions of this Section 2.5, Buyer shall, if applicable, pay to Sellers in accordance with the framework set forth on Annex 2.2, a certain payment with respect to the fifty two (52) week period ending February 1, 2020 (the "First Earnout Measurement Period"), based on the achievement of a certain Earnout EBITDA for the First Earnout Measurement Period as specified in Section 2.5(a)(ii). The payment, if any, earned in accordance with Section 2.5(a)(ii) of this Agreement with respect to the First Earnout Measurement Period shall be referred to herein as the "First Contingent Payment."
(ii) The First Contingent Payment, if any, shall be determined as follows:
(A) If the Earnout EBITDA for the First Earnout Measurement Period is equal to or greater than the First Full FY Upper EBITDA Threshold, the First Contingent Payment shall equal ten million dollars ($10,000,000).
(B) If the Earnout EBITDA for the First Earnout Measurement Period is equal to or greater than the First Full FY Lower EBITDA Threshold, but less than the First Full FY Upper EBITDA Threshold, the First Contingent Payment to be paid shall be determined based on linear interpolation between the First Full FY Lower EBITDA Threshold and the First Full FY Upper EBITDA Threshold, and shall be an amount between $0 and $10,000,000, as illustrated on Annex 2.5. For the avoidance of doubt, if the Earnout EBITDA for the First Earnout Measurement Period is less than the First Full FY Lower EBITDA Threshold, no First Contingent Payment, or any portion thereof, shall be due pursuant to this Agreement.
First Contingent Payment. (i) Seller shall be entitled to receive a payment (the “First Contingent Payment”) determined in accordance with the provisions of this Section 2.9(a) equal to the sum of:
(1) an amount, not to exceed $100,000,000, equal to the product of (A) the amount of Performance Fees from Open End Funds, if any, earned during the period from the Closing Date to the eighteen month anniversary of the Closing Date (the “First Evaluation Period”) and (B) 58% (the “Excess Performance Fees”); plus
(2) an amount equal to (A) $374,000,000, less the amount paid or payable in respect of Excess Performance Fees, less (B) the product of (x) 8.0 multiplied by (y) the amount, if any, by which the Reference Management Fee Run Rate exceeds the Management Fee Run Rate for First CP Client Accounts; provided, however, that in no event will the First Contingent Payment be greater than $374,000,000 or less than the Excess Performance Fees and in no event shall the amount calculated pursuant to this subsection (2) be less than $0.00.
(ii) No later than 45 days following the end of the First Evaluation Period, Buyer shall prepare and deliver to Seller a Contingent Payment Certificate setting forth Buyer’s good faith estimate of the First Contingent Payment which Seller is entitled to receive pursuant to Section 2.9(a)(i) and which sets forth Buyer’s calculations with respect thereto, which may reflect a reduction for any overpayment of Excess Performance Fees previously paid pursuant to this Section 2.9(a).
(iii) Subject to the procedures set forth in Section 2.9(c), promptly and, in any event, no later than three (3) Business Days following the CP Resolution Date with respect to the First Contingent Payment, Buyer shall (x) pay to Seller by wire transfer the amount, if any, equal to 75% of the amount of the First Contingent Payment (other than the portion attributable to Excess Performance Fees), as determined under Section 2.9(a) (the “FCP Cash Portion”) and (y) deliver to Seller the number of shares of Buyer Parent Common Stock having an aggregate Market Value equal to 25% of the amount of the First Contingent Payment (other than the portion allocable to Excess Performance Fees).
(iv) Excess Performance Fees shall be paid to Seller as promptly as practicable following receipt thereof by Buyer subject to the procedures set forth in Section 2.9(c).
(v) The First Evaluation Period may end and the First Contingent Payment may be determined and paid on such earlier date as the parties may mu...
First Contingent Payment. The “First Contingent Payment” shall be in the amount of $2,000,000, payable contingent upon Ancore’s receipt of all of the following: (i) purchase orders that are follow-on purchase orders to Purchase Orders 13110 and 13680, and which are issued with respect to work currently referred to as “Phase 2b”, in an aggregate amount of no less than $3,700,000 (the “P.O. Threshold”) (OSI and the Surviving Corporation shall use their diligent commercial efforts to obtain such follow-on purchase orders at the earliest practicable time); and (ii) payment of a receivable due with respect to Purchase Order 13110 from New Technology Management, Inc. in an aggregate amount of no less than $600,000 (the “Receivable Threshold”); provided, however, that in the event that purchase orders described in Subsection (i) are not sufficient to satisfy the P.O. Threshold or payments described in Subsection (ii) are not sufficient to satisfy the Receivable Threshold, as the case may be, the amount of one or more purchase orders for additional work currently referred to as “Pxxxx 0x ” or “Phase 3” (the “Next Phase Purchase Orders”) shall be applied to satisfy the Receivable Threshold, and Ancore’s receipt of payment on invoices resulting from Purchase Order 13680 or its follow-on purchase orders (“Next Phase Receipts”) shall be applied to satisfy the Receivable Threshold.
First Contingent Payment. If during any three consecutive months ending on or before October 31, 2001, the Business produces both (a) average monthly Qualifying Revenues in excess of $1.9 million and (b) average monthly EBITDA on such Qualifying Revenues in excess of $235,000 (collectively, the "FIRST TARGET LEVELS"), Parent shall issue to Seller an additional 500,000 shares of Parent Common Stock (the "FIRST CONTINGENT PAYMENT"). The shares of Parent Common Stock representing the First Contingent Payment shall be issued within fifteen (15) days following Purchaser's confirmation that the First Target Levels have been achieved. As used herein, the term "QUALIFYING REVENUES" means one hundred percent (100%) of the gross revenues derived from the Business, unless another percentage is agreed to in writing by Purchaser and Seller with regard to any particular Qualifying Revenues.
First Contingent Payment. As additional consideration for the sale and transfer of the Membership Interests, if (i) the last publicly-quoted sale price of Holdings Stock is no less than $7.50 per share (subject to adjustment for any stock splits, reverse stock splits and combinations after the date hereof) for any 20 trading days within any 30-trading day period on or before June 30, 2011 or (ii) Holdings’ EBITDA for the fiscal year ended June 30, 2009 is at least $5,000,000 but less than $10,000,000, then Holdings shall issue to the Members an additional 1,650,000 shares of Holdings Stock (subject to adjustment for any stock splits, reverse stock splits and combinations after the date hereof) (the “First Contingent Payment”). The First Contingent Payment shall, if applicable, be issued to the Members within ten business days following the satisfaction of either of the conditions set forth in this Section 3.04(a); provided that the determination of Holdings’ EBITDA shall be made upon the filing of Holdings’ Form 10-K for the fiscal year ended June 30, 2009.
First Contingent Payment. If the EBITDA set forth in the Earn Out Report that Purchaser delivers to the Seller Representative pursuant to Section 1.5(a) (or if a Dispute Notice is given, the Final Disputed Amount) with respect to Earn Out Period One (the "Period One EBITDA") equals or exceeds the Threshold EBITDA for Earn Out Period One, then the Purchaser shall make a Contingent Payment in an amount determined as follows:
(i) If the Period One EBITDA is equal to or less than Target EBITDA for Earn Out Period One, an amount equal to the product of (A) the Period One EBITDA and (B) the Total Earnout Percentage multiplier set forth on attached Exhibit 1.4 that corresponds with Earn Out Period One;
(ii) If the Period One EBITDA is greater than Target EBITDA for Earn Out Period One but less than 200% of Target EBITDA for Earn Out Period One, an amount equal to the product of (A) the Period One EBITDA and (B) the Total Earnout Percentage multiplier set forth on attached Exhibit 1.4 that corresponds with Earn Out Period One; and
(iii) If the Period One EBITDA is equal to or greater than 200% of Target EBITDA for Earn Out Period One, an amount equal to the product of (A) the Period One EBITDA and (B) the Total Earnout Percentage multiplier set forth on attached Exhibit 1.4 that corresponds with Earn Out Period One; provided, that if the Period One EBITDA is less than the Threshold EBITDA for Earn Out Period One, no Contingent Payment shall be owing with respect to Earn Out Period One;
First Contingent Payment. Subject to clauses (i) and (j) below, within five business days after the Annual Determination for calendar year 2010 and any adjustments thereto shall have become binding on the parties in accordance with the Kxxxx XX Agreement, the Purchaser shall pay to Kenna Holdco the First Contingent Payment ("FAP"), calculated as follows: FAP = 36% x 2010 PBT ; provided, however, that for purposes of calculating the FAP, “2010 PBT” shall be calculated for the period commencing on the Closing Date and ending on December 31, 2010.
First Contingent Payment. The First Contingent Payment is an amount equal to the result obtained by multiplying (1) the amount, if any, by which the Revenue of the Company (as defined in section 5.5) for the period from June 1, 2001 through May 31, 2002 exceeds $7,250,000 by (2) 0.5. The First Contingent Payment is to be paid in a lump sum promptly after the amount of First Contingent Payment is determined in accordance with section 5.5, and in no event later than 60 days after May 31, 2002.
First Contingent Payment. For each week day that the WTI Price is greater than $52.50 during the First Contingent Period (each such day, a “First Period Eligible Day”), Parent Guarantor shall pay to Sellers an amount equal to $40,000.00 for each First Period Eligible Day in the First Contingent Period (such aggregate amount, the “First Additional Consideration”), which shall be calculated by Parent Guarantor on a monthly basis and reported to Sellers by no later than the fifth (5th) Business Day after the end of each month and paid to Sellers annually by wire transfer in immediately available funds no later than five (5) Business Days after the end of the First Contingent Period; provided, however, that the First Additional Consideration shall be capped at and shall not exceed $10,000,000.
