Payment of Deferred Consideration. (a) If the Next Round Funding is scheduled to close prior to the Deadline, the Company shall notify the Seller and the Purchaser of the Deferred Per Share Price in writing at least 10 (ten) days prior to closing of the Next Round Funding.
(b) On the Deferred Consideration Payment Date, the Purchaser shall pay the pending Deferred Consideration to the Seller by way of wire transfer into the Seller’s Designated Account.
(c) The Seller hereby acknowledges that payment of the Completion Date Consideration and Deferred Consideration, after the deduction of Withholding Taxes, if any, into the Seller’s Designated Account in the manner set out in Clauses 2.5, 4.5 and in this Clause 4.6, shall constitute full and final discharge of the Purchaser’s obligation to pay the Consideration for the Sale Shares.
Payment of Deferred Consideration. As further consideration for the sale of the Shares, the Sellers shall be entitled to the following payments in addition to the payment to be made at Completion in accordance with Clause 3 (such payments to be divided between the Sellers pro rata on the basis of their shareholding in the Company as set out in column 3 of Schedule 1):
Payment of Deferred Consideration. On the tenth business day after each Report is delivered to the Acquiree Shareholders (or, if there is a dispute regarding any aspect of the Report, after such dispute is finally resolved), RCM shall deliver the applicable portion of the Deferred Consideration to the Acquiree Shareholders according to the Shareholder Percentages; provided, however, that in the event the NOI of Acquiree (as finally determined by agreement of the parties or pursuant to Section 2.4(d) hereof) is less than $1,000,000 for the applicable year, then the amount of the Deferred Consideration payable to Acquiree Shareholders for such year shall be reduced by $5.00 for each $1.00 that the NOI of Acquiree is less than $1,000,000.
Payment of Deferred Consideration. The Parties acknowledge the issuance by MLP to SET of the Deferred Consideration in accordance with its right to receive it pursuant to Section 2.17.
Payment of Deferred Consideration. (A) Realization Event Other Than Public Offering by Company. If Deferred Consideration becomes payable by reason of a Realization Event other than a sale of stock by the Company pursuant to a Public Offering, such Deferred Consideration shall be payable within thirty (30) days of such Realization Event in cash provided that if any portion of the consideration received in the Realization Event was property other than cash the Deferred Consideration shall be paid in cash or in cash and such other property in the same proportions as the same were paid in such Realization Event.
Payment of Deferred Consideration. (a) After the Closing, and as additional consideration for the Mergers, no later than April 16, 2018, Buyer or the Company Surviving LLC (or its successor) shall pay, or cause to be paid,
(i) the Deferred Blocker Consideration, which amount shall be paid $1,317,270.70 to the Blocker Seller and $80,936.30 to Red Ventures, in each case, by wire transfer of immediately available funds to the account(s) designated by the Seller Representative; and
(ii) the Deferred Company Consideration, which amount shall be paid to (A) the Blocker Seller, by wire transfer of immediately available funds to the account(s) designated by the Seller Representative, (B) the Paying Agent for further distribution to the Merger Participants (other than the Rollover Sellers in respect of their respective Rollover Units) (subject to Section 2.9(b)) and (C) the Company, for further distribution to the Rollover Sellers (in accordance with Section 2.14), in each case in accordance with such Person’s respective Pro Rata Share.
(b) Until the Deferred Blocker Consideration and the Deferred Company Consideration (collectively, the “Deferred Consideration”) and any amounts that may be due pursuant to the proviso in the first sentence of Section 2.8(e)(i) are paid pursuant to this Section 2.11, Buyer, the Company Surviving LLC, and their respective successors and Subsidiaries shall use their respective commercially reasonable efforts to provide that the terms of their Indebtedness permits the payment of the Deferred Consideration under this Section 2.11 and such amounts due pursuant to the proviso in the first sentence of Section 2.8(e)(i).
Payment of Deferred Consideration. (a) For purposes of this Agreement, the following terms shall have the following meanings:
Payment of Deferred Consideration. (a) Subject to adjustment pursuant to Section 2.06 below, the Purchaser shall pay to each Management Shareholder 25% of the Deferred Cash Consideration set forth opposite such Management Shareholder's name on EXHIBIT C, on each of the following dates (each a "PAYMENT DATE"):
(A) 135 calendar days after the Closing Date;
(B) 270 calendar days after the Closing Date;
(C) 405 calendar days after the Closing Date; and
(D) 540 calendar days after the Closing Date;
Payment of Deferred Consideration. 2.1 The Buyer shall pay to the Seller in each case in accordance with paragraph 6, the Year 1 Payment on the Year 1 Payment Date, the Year 2 Payment on the Year 2 Payment Date and the Year 3 Payment on the Year 3 Payment Date.
2.2 If the Buyer exchanges contracts in respect of a sale of the entire issued share capital of the Company or the whole or substantially the whole of the HPI Business to a third party not connected with the Buyer or the Buyer’s Group on or before 31st December 2011 (“Sale”), then, subject to such Sale having completed, the Buyer will become liable to make the following payments to the Seller in accordance with this Schedule:
(a) if a contract in respect of a Sale is exchanged on or before 31st December 2009, the sum of £2.4 million (being 50% of the maximum amount of Deferred Consideration);
(b) if a contract in respect of a Sale is exchanged on or before 31st December 2010, but after 31st December 2009, a sum (“x”) calculated as follows: x = A x £3.6 million where “A” = Year1Payment expressed as a percentage Provided that, if having applied the formula set out in this paragraph 2.2(b), x equals zero but the EBITDA Increase is equal to or greater than 10% then x will be £500,000.
(c) if a contract in respect of a Sale is exchanged on or before 31st December 2011 but after 31st December 2010, a sum (“y”) calculated as follows: y = B x £2.16 million where “B” = Year1Payment + Year2Payment expressed as a percentage
£1. 2million + £1.44million Provided that, if having applied the formula set out in this paragraph 2.2(c), y equals zero but the EBITDA Increase is equal to or greater than 10% then y will be £500,000.
2.3 Notwithstanding any provision of this Agreement, save as adjusted by clause 13.12 the Purchase Price (excluding interest payable on the Guaranteed Loan Note) shall not exceed £83,105,700 in aggregate and accordingly:
(a) the Year 1 Payment shall not exceed £1,200,000;
(b) the Year 2 Payment shall not exceed £1,440,000; and
(c) the Year 3 Payment shall not exceed £2,160,000.
Payment of Deferred Consideration. 4.1 In the event that the Aggregate Net Revenue for the Financial Year ended 25 January 2009 is:
(a) equal to or in excess of the 08 Threshold Figure but less than the 08 Target Figure the Purchaser shall pay to the Seller £1,666,666 of the Deferred Consideration; or
(b) equal to or in excess of the 08 Target Figure the Purchaser shall pay to the Seller £3,333,333 of the Deferred Consideration.
4.2 In the event that the Aggregate Net Revenue for the Financial Year ended 25 January 2010 is:
(a) equal to or in excess of the 09 Threshold Figure but less than the 09 Target Figure the Purchaser shall pay to the Seller £1,666,666 of the Deferred Consideration; or
(b) equal to or in excess of the 09 Target Figure the Purchaser shall pay to the Seller £3,333,333 of the Deferred Consideration.
4.3 In the event that the Aggregate Net Revenue for the Financial Year ended 25 January 2011 is:
(a) equal to or in excess of the 10 Threshold Figure but less than the 10 Target Figure the Purchaser shall pay to the Seller £1,666,666 of the Deferred Consideration; or
(b) equal to or in excess of the 10 Target Figure the Purchaser shall pay to the Seller £3,333,333 of the Deferred Consideration.
4.4 All payments to be made by the Purchaser to the Seller pursuant to this paragraph 3 shall be made in cash (on the same basis as that set out in paragraph 1 of part 3 of schedule 2) within 10 Business Days after the date on which the relevant Aggregate Net Revenue pursuant to which the payment relates shall be agreed or determined pursuant to paragraph 2. 91
