Post-Closing Consideration. (a) During the six-month period beginning on the Closing Date (the “Earn-Out Period”), HSE shall, no later than thirty (30) days following the end of each calendar month included therein (beginning with the first full calendar month immediately following the Closing), prepare and deliver to the Representative, on behalf of Transferor and the Affiliated Transferors, a written calculation of Adjusted EBITDA for such immediately preceding calendar month (the “EBITDA Report”). In the event the Representative, on behalf of Transferor and the Affiliated Transferors, does not deliver written notice to HSE objecting to the calculation of Adjusted EBITDA set forth in the applicable EBITDA Report within ten (10) Business Days following receipt thereof, then the Representative, on behalf of Transferor and the Affiliated Transferors, shall be deemed to have accepted such EBITDA Report and waived any objection to the calculations of Adjusted EBITDA set forth therein. In the event the Representative, on behalf of Transferor and the Affiliated Transferors, deliver such a written objection notice to HSE within such ten (10) Business Days, the Parties shall work in good faith to resolve any such disputes. In the event any such disputes are not resolved by the Parties within thirty (30) days, such dispute shall be referred to the Referee who shall resolve any such dispute. The Referee shall be provided such work papers and other documents and information relating to the dispute as are reasonably requested by the Referee (subject to any confidentiality agreement required by HSE). The Referee shall be instructed to make his determination within thirty (30) days of submittal thereto. The decision of the Referee, absent manifest error, shall be binding on the Parties.
(b) In the event the Adjusted EBITDA in any single calendar month during the Earn-Out Period (as finally determined pursuant to Section 2.3(a) above) exceeds Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($3,333,333), then HSE shall cause to be paid to Transferor and the other Affiliated Transferors (pro rata in accordance with the percentages set forth on Section 2.3 of the Transferor Disclosure Schedule) an aggregate amount in cash equal to (i) the amount by which the highest monthly Adjusted EBITDA during the Earn-Out Period exceeds Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($3,333,333) times (ii) Seventy-Two (72) (the “Actual Ear...
Post-Closing Consideration. (a) In addition to the Closing Payment, DSI will be entitled to additional consideration (the “Post Closing Consideration”) on the terms and conditions set forth in this Section 3.4 and in Schedule 3.4. For the avoidance of doubt, any Post Closing Consideration due under this Section 3.4 will be payable to DSI, and no portion of the Post Closing Consideration will be payable to DSI Limited.
(b) No later than 60 days after the end of the 2017 calendar year, Buyers will deliver to the Continuing Shareholders a calculation, together with reasonable supporting documentation, of the 2017 Fee Revenue (as defined in Schedule 3.4). Buyers will make available to the Continuing Shareholders all books and records maintained by Buyers as the Continuing Shareholders may reasonably require in order for the Continuing Shareholders to review and confirm Buyers’ calculation of 2017 Fee Revenue. Unless the Continuing Shareholders dispute Buyers’ determination of the 2017 Fee Revenue in writing within 30 days after Buyers’ calculation is delivered, Buyers’ calculation will be conclusive and binding on all of the Parties and may not be later disputed pursuant to Section 3.4(d). If the Continuing Shareholders timely dispute Buyers’ calculation of 2017 Fee Revenue, Buyers and the Continuing Shareholders will endeavor in good faith to resolve such dispute as promptly as practicable. Any such dispute that is not resolved prior to the time that Buyers deliver the calculation required by this Section 3.4 may be included by the Continuing Shareholders in a Dispute Notice, in which case it will be resolved under the procedures set forth in Sections 3.4(d) and 3.3(b) of the Agreement.
(c) No later than 60 days after the end of the 2018 calendar year, Buyers will prepare and deliver to the Continuing Shareholders a calculation, together with reasonable supporting documentation, of the amount, if any, of Post Closing Consideration payable by Buyers. Unless the Continuing Shareholders dispute Buyers’ determination of the Post Closing Consideration in accordance with the provisions of Section 3.4(d), Buyers’ determination will be conclusive and binding upon all Parties, absent manifest error. Buyers will make available to the Continuing Shareholders all books and records maintained by Buyers as the Continuing Shareholders may reasonably require in order for the Continuing Shareholders to review and confirm Buyers’ calculation of Post Closing Consideration.
(d) In the event that the Contin...
Post-Closing Consideration. Subject to NCTN's right of offset for breaches of representations and warranties of Teltran and IPL and claims for indemnification as set forth in Section 2.7 below, and the right of NCTN to deduct the Adjustment against payments of cash or issuance of Preferred Stock as set forth in Section 2.5 above, following the Closing NCTN shall pay to Teltran $150,000 in same day funds on or prior to the 60th day following the Closing Date or if such 60th day is not a business day in either London or New York the next business day thereafter (the "Post Closing Consideration"). The parties shall endeavor to move up the day of payment of this Post Closing Consideration by reaching full agreement on the Adjustment, if any, pursuant to Section 2.5. NCTN shall further issue and deliver on such date to Teltran or its designees on behalf of Teltran and IPL Series A Preferred Shares having a stated value of (pound)1,500,000, (the "Final Shares") less any amounts of the Adjustment that were not deducted, or Excluded Liabilities that were not offset as provided in Section 2.8, offset by the DataTech Settlement Consideration or the Post Closing Consideration. The value of the Initial Cash Consideration, the stated value of the Series A Preferred Shares issued at Closing pursuant to Section 2.2.1(a), (b) and (c), the DataTech Consideration and the stated value Final Shares when added together shall equal the sum of the $350,000 and Preferred Shares having a stated value equivalent to (pound)4,940,000 (the "Purchase Amount"), subject to deduction of the Adjustment as provided in Section 2.5 and any offset as provided in Section 2.7.
Post-Closing Consideration. After the Closing Date, Purchaser will pay to Seller the following cash amounts (the “Post-Closing Consideration”):
(i) On [***], Purchaser will pay to Seller $[***].
(ii) On [***], Purchaser will pay to Seller $[***].
(iii) On the [***] anniversary of the Closing Date, Purchaser will pay to Seller $[***].
(iv) [***], Purchaser will pay to Seller $[***]. Notwithstanding anything to the contrary set forth in this Agreement, if a Qualified Integral Financing occurs prior to [***], then Purchaser will pay Seller all Post-Closing Consideration payments that have not yet been paid as of the date of closing of such Qualified Integral Financing within [***] following such closing.
Post-Closing Consideration. (a) If the average closing sales price of GST Common Stock for the Measurement Period (as hereinafter defined) is less than $12.50 per share, then up to 114,489 shares of GST Common Stock shall be distributed to the Sellers as promptly as practicable after the end of the Measurement Period pursuant to Section 1.7(c) as the "Post-Closing Consideration". The precise number of shares of GST Common Stock which shall constitute the Post-Closing Consideration shall be equal to: (i) the difference between (x) $12.50, and (y) the greater of the average closing sales price of GST Common Stock for the Measurement Period and $11.25, (ii) divided by 1.25, (iii) times 114,489.
Post-Closing Consideration. As further consideration for the purchase of the shares of Company Common Stock from each respective Shareholder, GroupMAC shall deliver to such Shareholder the post-closing consideration described below (when aggregated with the consideration to be issued to all the other Shareholders pursuant to this Section 1.3.3, the "Post-Closing Consideration"):
(a) Within sixty (60) days after December 31, 1999, GroupMAC shall issue to such Shareholder, and shall deliver stock certificates duly registered in the name of such Shareholder representing, that number of shares of GroupMAC Common Stock equal to the product of (i) the quotient of (A) two times the Period One Excess Earnings, divided by (B) the Average Closing Price for December 31, 1999, multiplied by (ii) the percentage set forth opposite such Shareholder's name on Schedule 2.3 under the heading "Ownership Percentage"; and
(b) Within sixty (60) days after December 31, 2000, GroupMAC shall issue to such Shareholder, and shall deliver stock certificates duly registered in the name of such Shareholder representing, that number of shares of GroupMAC Common Stock equal to the product of (i) the quotient of (A) two times the Period Two Excess Earnings, divided by (B) the Average Closing Price for December 31, 2000, multiplied by (ii) the percentage set forth opposite such Shareholder's name on Schedule 2.3 under the heading "Ownership Percentage". As used in this Agreement, the terms:
Post-Closing Consideration. The Buyer and Xxxxxx agree to provide additional consideration to the Seller following the Closing as follows:
Post-Closing Consideration. In full satisfaction of all obligations from the Parent and the Company to the Selling Stockholder under the Agreement, no later than ten (10) days from the date hereof Parent shall issue 1,270,000 shares of Parent Common Stock to the Selling Equity Holder (the “Agreed Post-Closing Shares”).”
Post-Closing Consideration. Payable at the latest on April 7, 2014, a payment of cash or a number of shares of Parent Common Stock pursuant to Section 2.10 (the “Post-Closing Consideration”).
Post-Closing Consideration. The Buyer shall, at its option, (a) on April 7, 2014, issue to each Seller, by book-entry to such Seller’s account with Parent’s transfer agent, the number of shares of Parent Common Stock equal to the product of the Post-Closing Stock Amount multiplied by such Seller’s Pro Rata Portion as set forth opposite the relevant Seller’s name on Annex A hereto or (b) on or at any time prior to April 7, 2014, pay to each Seller, by wire transfer to such Seller’s bank account number specified in Annex A hereto, an amount in cash equal to the product of the Post-Closing Cash Amount multiplied by such Seller’s Pro Rata Portion as set forth opposite the relevant Seller’s name on Annex A hereto; provided, however, that if the Parent completes any registered public offering or any private investment in public equity (PIPE) financing transaction with institutional investors, pursuant to which it issues shares of Parent Common Stock for cash prior to the issuance of stock or payment of cash to the Sellers contemplated by clauses (a) and (b) above, the Buyer shall make the payment set forth in clause (b) above promptly after the closing of such financing. For the avoidance of doubt, (i) Parent Common Stock issued upon the exercise of stock options or other equity incentives or other similar issuances of stock shall not trigger the Buyer’s obligations under the proviso to this Section 2.10, (ii) in no event shall Buyer be obligated to make the payments contemplated by both clauses (a) and (b) above and (iii) in no event shall Buyer be obligated to make the payment contemplated by this Section 2.10 more than once.
