Future Consideration Sample Clauses

Future Consideration. The teacher, who elects retirement incentive, agrees that in the future he/she will not seek to be rehired by the District in any future continuing certified teaching contract.

Future Consideration. Subject to applicable law, rule or regulation (including the applicable rules and regulations of the SEC and Nasdaq (each as defined below)), Company agrees that, during the Restricted Period, the New Directors will be given the same due consideration for membership on any other committees of the Board as any other independent director, including any new committee(s) and subcommittee(s) that may be established.

Future Consideration. It must not be illegal or void or impossible to perform. • It must be real, not illusionary. Consideration can be tangible or intangible-e.g. Performance of service like teaching, labour.

Future Consideration. (a) The aggregate consideration for the Remaining Transferred Equity Interests to be sold, conveyed, transferred, assigned and delivered to the Buyer at each Remaining Closing shall be an amount equal to the Future Consideration and at each Remaining Closing, the Buyer shall pay to each Seller his/her portion of the Future Consideration (if any) as set forth in Schedule 4.3(b). (b) Notwithstanding any other provisions of this Agreement: (i) the maximum aggregate Future Consideration which the Buyer shall be liable to pay to the Sellers Representative (or the Sellers) shall be $200 million, in the aggregate, and if the Sellers Representative (or the Sellers) have received Future Consideration of $200 million in aggregate, they shall not be entitled to receive any further Future Consideration for any reason whatsoever; (ii) the Buyer may at any time following the First Closing by written notice to the Sellers Representative require the Sellers to transfer to the Buyer all Remaining Transferred Equity Interests which have not already been sold, conveyed, transferred, assigned and delivered to the Buyer at a prior Remaining Closing (the “Relevant Remaining Equity Interests”) for an amount equal to $200 million less an amount equal to all Future Consideration (if any) previously paid to the Sellers (the “Remaining Amount”). Following receipt of such notice, the Sellers shall sell, convey, transfer, assign and deliver to the Buyer all such Relevant Remaining Equity Interests on the date specified in such notice for consideration equal to the Remaining Amount, whereupon the Sellers shall no longer be entitled to receive any further Future Consideration, the Sellers and Sellers Representative shall have no further rights under this Section 2.14, and the Buyer shall have no further obligations or liabilities under this Section 2.14; (iii) (A) if at any time after the First Closing, at a time when Sellers continue to hold any portion of the Remaining Transferred Equity Interests, a Person other than Buyer or its Affiliates (such Person (excluding Buyer or its Affiliates), a “Drag Purchaser”) seeks to effectuate a transaction or series of transactions (whether pursuant to a stock or asset sale, merger, consolidation, reorganization or other transaction) to control or acquire the Purchased Company by (a) directly acquiring a majority of its Equity Interests or a majority of its assets calculated based on the then current book value of the Purchased Company, or (b) ind...

Future Consideration. As further additional consideration for the Purchased Shares, the Sellers will also be entitled to receive up to $2,000,000 in contingent payments (the “Earnout Payments”) over the three year period following the Closing (the “Earnout Period”). Earnout Payments shall be due on the achievement of the Revenue and EBITDA targets set forth below over any of the three twelve month periods running from January 1 to December 31 following the Closing (each, an “Earnout Year”), provided that the Parties agree that the calculation of Revenue and EBITDA in the first Earnout Year shall be completed on a pro forma basis, comprised the Company’s historical performance from January 1, 2014 through the Closing Date, combined with the Company’s actual performance from the Closing Date through to December 31, 2014. (a) Level One Earnout Payments. Up to $1,000,000 of the Earnout Payments shall be due and payable to the Sellers on achieving the following Revenue and EBITDA targets during each and any of the three Earnout Years following the Closing: (i) Tier 1. Revenue of $7.9 million and EBITDA of $1.0 million—Earnout Payment of $333,334; (ii) Tier 2. Revenue of $9.0 million and EBITDA of $1.2 million—Earnout Payment of an additional $333,333, for a total of $666,667; and (iii) Tier 3. Revenue of $10.0 million and EBITDA of $1.4 million—Earnout Payment of an additional $333,333, for a total of $1,000,000.

Future Consideration. Prior to the Future Consideration Distribution Date, and subject to Parent's right of set-off under section 6.9(e), Parent shall not permit and shall not permit any of its Affiliates to, transfer, sell, or otherwise dispose of the Search Common Stock (other than transfers to Parent or any of its Affiliates). No later than ten (10) business days after the Future Consideration Distribution Date, and subject to Parent's right of set-off under section 6.9(e), Parent shall deliver the Per Share Future Consideration (or an amount in cash equal to the value of the Search Common Stock to have been distributed) to any Person entitled, pursuant to Section 4.1(a) of this Agreement, to receive the Per Share Future Consideration; provided, however, that if Parent determines in good faith that the aggregate value of the Search Common Stock owned by Parent or any of its Affiliates (excluding any shares of Search Common Stock acquired by Parent pursuant to its right of set-off under section 6.9(e)) is less than $10,000 on the Future Consideration Distribution Date, Parent shall have no obligation to make such distribution.

Future Consideration. The Purchaser shall also pay to the Shareholders the amounts earned by the Shareholders by meeting the targets set forth below: (a) In the event the Company's Gross Profit for fiscal year 2006 equals or exceeds One Million Three Hundred Thirty Thousand Euros (euro1,330,000) ("the 2006 Target"), Purchasers shall pay to the Shareholders the aggregate amount of One Hundred Thousand Euros (euro100,000) no later than March 31, 2007 to the accounts designated in writing by the Shareholders. If the Company's Gross Profit for the fiscal year 2006 is between 80% and 90% of the 2006 Target, Purchasers shall pay Shareholders Fifty Thousand Euros (euro50,000). If the Company's Gross Profit for the fiscal year 2006 is between 90% and 100% of the 2006 Target, Purchasers shall pay Shareholders Seventy-five Thousand Euros (euro75,000); (b) In the event the Company's Gross Profit for fiscal year 2007 equals or exceeds Two Million One Hundred Thousand Euros (euro2,100,000) ("the 2007 Target"), Purchasers shall pay to the Shareholders the aggregate amount of Two Hundred Thousand Euros (euro200,000) no later than March 31, 2008 to the accounts designated in Page 5 of 50 writing by the Shareholders. If the Company's Gross Profit for the fiscal year 2007 is between 80% and 90% of the 2007 Target, Purchasers shall pay Shareholders One Hundred Thousand Euros (euro100,000). If the Company's Gross Profit for the fiscal year 2006 is between 90% and 100% of the 2007 Target, Purchasers shall pay Shareholders One Hundred Fifty Thousand Euros (euro150,000); and (c) In the event the Company's aggregate Gross Profit for the fiscal years 2006 and 2007 equals or exceeds Four Million One Hundred Thousand Euros (euro4,100,000), Purchasers shall pay, no later than March 31, 2008, (a) Fifty Thousand Euros (euro50,000) to the Shareholders, and (b) One Hundred Thousand Euros (euro100,000) contingent compensation to Key Employees in such in such amounts as the Company's Board of Directors determines. In order to receive a payment under this provision, a Key Employee must be employed by the Company on March 1, 2008.

Future Consideration. As additional consideration for Zenith's assumption of the Insurance Liabilities hereunder, each of the Insurance Subsidiaries shall transfer (i) to Zenith as additional reinsurance premiums an amount equal to one percent (1%) of the direct gross premiums written by such Insurance Subsidiary on or after the Effective Date with respect to such Insurance Subsidiary's Insurance Contracts and (ii) to the Trustee for deposit in the appropriate Trust Account thirty-three percent (33%) of any direct gross premiums written in excess of the Expected Amount by such Insurance Subsidiary on or after the Effective Date with respect to the Insurance Contracts.

Future Consideration. Following the Closing, the Parent shall pay (i) $18,000,000 on the first anniversary of the Closing (the “One-Year Payment Date”) and (ii) $18,000,000 on the eighteenth (18) month anniversary of the Closing (the “18-Month Payment Date”) (both such payments, the “Future Consideration”). The sum of (i) the Upfront Consideration, plus (ii) the Future Consideration (plus any increased amounts if payable in shares of Parent Common Stock as provided in this Section 2.1(b)) shall constitute the “Merger Consideration.” Subject to Section 1.6 above, the Future Consideration shall be payable in either cash or shares of Parent Common Stock (valued at the Closing Market Price calculated on the date that is two business days prior to the respective payment date) or some combination thereof, with such allocation to be determined by the Parent and with notice of such allocation given to the Stockholder Representative not less than two (2) business days prior to the date each such payment becomes due. The Future Consideration shall not exceed $36,000,000 in the aggregate, subject to this Section 2.1(b) and Section 2.6 below; provided, however, that in the event Parent elects to make one or both payments of Future Consideration in whole or in part by the issuance of shares of Parent Common Stock, the amount payable in shares of Parent Common Stock shall be increased by five percent (5%). For example, if Parent elects to pay $18,000,000 of the Future Consideration by the issuance of shares of Parent Common Stock, the amount payable shall be increased by $900,000 (i.e., $18,000,000 multiplied by 5%). Parent may only elect to pay the [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Future Consideration by the issuance of shares of Parent Common Stock if at the time of such issuance (i) there is in place an effective re-sale shelf registration statement covering any sale of such Parent Common Stock by the Stockholders and (ii) the Parent Common Stock is at the time listed on the Nasdaq Global Select Market or any comparable market or exchange and not subject to any pending delisting proceedings. Parent shall also use commercially reasonable best efforts to otherwise facilitate the resale of such shares to the extent permissible under SEC rules. Notwithstanding the foregoing, in the event of a Change of Control of Parent d...

Future Consideration. In consideration of the Lessee’s construction of a pantry on the Premises, the Lessor shall incorporate a pantry space of approximately the same size into future school planning that will result in Lessor construction or renovation activities. Upon completion of future Lessor construction or renovation activities, the Lessee shall retain the right to renew the Lease to operate a pantry at a newly constructed or renovated Premises on the same terms and conditions as set forth in this Lease.