Payment of Contingent Payment. The Contingent Payment Date shall be February 28, 1999, or such earlier date as the parties shall mutually agree, at which time the Buyer shall pay the Shareholders the Estimated Contingent Payment, if any, which shall be paid in Exchange Shares. For purposes of the Contingent Payment, the Exchange Shares shall be deemed to have a value, per share, equal to the average of the last reported sales prices for Buyer's Common Stock on the NASDAQ (or the principal national securities exchange on which the common stock of Buyer is then traded) for each of the last 20 Business Days preceding January 7, 1999. For purposes of determining the Estimated Contingent Payment payable by the Buyer, no later than February 15, 1999, Shareholders' Agent (with assistance and cooperation from CoreWest's Executives and the Post-Closing CoreWest Business Unit's accountants, as requested) shall, in consultation with the Buyer, prepare and deliver to Buyer an unaudited income statement of the Post-Closing CoreWest Business Unit as of, and for the year ending December 31, 1998 which shall represent the Shareholders' Agent's and CoreWest Executives' reasonable estimate of the final profit and loss statement for CoreWest; such income statement to be in form and detail identical to, and in its accounting principles and policies consistent in every respect with, the procedures for calculating net income set forth in Section 3.3(d) and accompanied by schedules setting forth in reasonable detail the various income and expense items included therein. Such income statement and the accompanying schedules shall contain sufficient detail for the determination of Contingent Payment and shall be used to determine the Contingent Payment (the "Estimated Contingent Payment").
Payment of Contingent Payment. Subject to this Section 3.3, if a Contingent Payment is payable, Buyer shall pay to the Company Stockholders the Contingent Payment, as described below:
Payment of Contingent Payment. Within ten (10) Business Days of the date of the final agreement of the Seller Parties and Purchaser, the final determination by the Independent Accountants or the deemed acceptance by the Seller Parties, as the case may be, with respect to a Contingent Payment or any portion thereof, Purchaser will pay El Dorado, or Purchaser and the Seller Parties will request payment to be made to El Dorado pursuant to the Escrow Agreement of, as applicable, an amount equal to any such Contingent Payment or portion thereof that has not previously been paid pursuant to the other provisions of this Section 2.8. In the event that the Escrow Agreement has terminated, any Contingent Payment or portion thereof otherwise payable hereunder to El Dorado pursuant to the Escrow Agreement will then be paid directly by Purchaser to El Dorado. In the event that a portion of the Escrow Funds has been released to Purchaser and the remaining Escrow Funds are not sufficient to pay any Contingent Payment or portion thereof otherwise payable hereunder to El Dorado pursuant to the Escrow Agreement, then an amount equal to the difference between the Contingent Payment amount and the Escrow Funds will be paid directly by Purchaser to El Dorado.
Payment of Contingent Payment. Contingent Cash Consideration, if any, required to be paid by Purchaser to the Sellers pursuant to this Section 2.5 shall be paid by Purchaser, and Parent shall cause the Contingent Stock Consideration, if any, required to be issued by Parent to the Sellers who are Confirmed Accredited Investors pursuant to this Section 2.5, to be issued, as promptly as practicable and in no event later than ten (10) Business Days after the final determination of the Contingent Statement (the “Payment Date”), unless otherwise agreed by Purchaser and the Seller Representative. The Contingent Payment, if any, shall be paid 50% in cash (“Contingent Cash Consideration”) and 50% in Parent Stock (“Contingent Stock Consideration”), except as otherwise contemplated herein, including Section 2.6, which Contingent Stock Consideration shall be at the Parent Stock Value calculated as of the Contingent Payment Measurement Date. The Contingent Payment made to Sellers will be equitably adjusted to reflect any dividends or distributions paid on, or other split, combination or reclassification of the Parent Stock effected after the Contingent Payment Measurement Date and prior to the Payment Date. Payment of any cash to which a Seller is entitled shall be made by Purchaser to the account or accounts designated in writing by the Seller Representative for that Seller; and the Contingent Stock Consideration shall be recorded in book-entry form in the name of each Seller that is a Confirmed Accredited Investor with Parent’s transfer agent, American Stock Transfer & Trust Company, in each case, in an amount equal to that Seller’s Pro Rata Share of the Contingent Payment.
Payment of Contingent Payment. 2.7 As soon as practicable, and in any event not later than the date that the Purchaser is required to file on SEDAR the Purchaser's consolidated financial statements for the year-ended December 31, 2012, the Purchaser will deliver to the Sellers the Sxxxxxxx 2012 Audited Statements. With the necessary changes, the provisions of § 3.2 to § 3.7 will apply to the resolution of any dispute with respect to the Sxxxxxxx 2012 Audited Statements.
Payment of Contingent Payment. Upon the earliest of (x) the thirtieth (30th) day following delivery to the Stockholder Representative of the applicable Earn-Out Payment Certificate without the Stockholder Representative having delivered notice of any objections to such Certificate, (y) the tenth (10th) day following delivery by the Stockholder Representative of a written notice expressly accepting Parent’s Earn-Out Payment Certificate and the amounts set forth thereon, or (z) the final determination of any disputes in accordance with paragraph (b) above, Parent shall cause the Paying Agent to deliver to each of the Participating Rights Holders any remaining portion of the applicable Contingent Payments not previously paid under Section 1.7(a)(ii) above for such Earn-Out Payment Quarter as set forth in the Earn-Out Payment Certificate, or as such amounts are finally determined in accordance with paragraph (b) above, allocated to such Participating Rights Holder pursuant to Section 2.1, in each case in accordance with and subject to the exchange provisions set forth in Section 2.2.
Payment of Contingent Payment. If a Contingent Payment is owed to the Shareholders pursuant to (a) above, OPS shall deliver the Contingent Payment to each of the Shareholders in accordance with the percentages set forth in Exhibit A hereto within five (5) Days after the Distribution Date.
Payment of Contingent Payment. The Contingent Payment shall be paid in cash, or by wire transfer or certified or cashier's check on or before the 30th day following the determination of the Contingent Payment pursuant to Section 4 above and shall be accompanied by interest from the date as to which the Enterprise Value is determined to the date of payment at the Prime Rate.
Payment of Contingent Payment. The Contingent Payment, if any, shall be earned as of the settlement date for March 2023 and, subject to the provisions of Section 2.6(e)(ii), shall be paid by Buyer to Seller within five Business Days after such settlement date.
Payment of Contingent Payment. On the earlier of (x) if UBOC does not timely dispute Purchaser's calculation of the Conversion Percentage, the Conversion Percentage Calculation Date or (y) the issuance of the final Conversion Percentage by the Accounting Firm pursuant to Section 2.9.1 (the "Contingent Payment Date"), Purchaser shall pay to UBOC by wire transfer of immediately available funds the contingent payment (if any) set forth in SCHEDULE 2.9.2 (such applicable payment, the "Contingent Payment") based on the applicable Conversion Percentage (as finally determined in accordance with the procedures set forth in this Section 2.9) set forth in SCHEDULE 2.9.2.
