Additional Consideration Payment definition

Additional Consideration Payment has the meaning ascribed to it in Section 3.5.
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Additional Consideration Payment has the meaning set forth in Section 2.07(e)(i).
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Examples of Additional Consideration Payment in a sentence

  • If the underpayment of Additional Consideration is greater than [ * ] percent ([ * ]%) of the Additional Consideration Payment determined by the Auditor to be payable to GSK, the reasonable fees and expenses charged by the Auditor will be paid by Jazz Pharmaceuticals; otherwise GSK will pay the reasonable fees and expenses charged by such Auditor.

  • The Auditor will report to GSK only its conclusions as to whether Jazz Pharmaceuticals is in compliance with its Additional Consideration Payment obligations and the amount of any underpayment or overpayment, and such report and the conclusions contained therein will constitute Jazz Pharmaceuticals’ Confidential Information in accordance with Section 11.1.

  • After calculating the total Additional Consideration Payments due under Section 3.5(a) for all Net Sales in the Territory, Jazz Pharmaceuticals shall determine the amount of Net Sales in Europe and the ROW and shall pay GGL [ * ] percent ([ * ]%) or [ * ] percent ([ * ]%) of such Net Sales in Europe and the ROW, as appropriate, at the Additional Consideration Payment level required by Section 3.5(a).

  • Additional Consideration Payment obligations under this Agreement, stating in such report the number, description and Net Sales of Products sold or otherwise disposed of and on which an Additional Consideration Payment is payable hereunder that was not previously reported to GSK.

  • All Additional Consideration Payment Statements will be considered Jazz Pharmaceuticals’ Confidential Information under this Agreement, but GSK may disclose such Confidential Information in accordance with Section 11.2 or Section 11.3.

  • If no payment is due to GGL or SB for any Payment Period, the Additional Consideration Payment Statement will so state.

  • To the extent that the Company is not or would not be Solvent at such time, the Company shall not be obligated to pay such Additional Consideration Payment on its Payment Date.

  • For example, if Computec Adjusted EBIT for the first six months of the 1997 calendar year is $2.118, then the Additional Consideration for the August 15, 1997 Additional Consideration Payment Date shall be $1.4 million (i.e., [$2.118 million - $1.918 million] x 7.00 = $1.4 million).

  • As used herein, the "Additional DPRC Shares" shall mean that number of DPRC Common Shares which when multiplied by the DPRC Average Closing Price, equals forty percent (40%) of the Additional Consideration that is payable by DPRC to the Shareholders for such Additional Consideration Payment Date, as determined in accordance with Section 3.2(a)(i), (ii), (iii) or (iv), above, as the case may be.

  • The additional consideration to be received with respect to each share of Class B Outstanding Stock pursuant to Section 2.4(b), above, on an Additional Consideration Payment Date (the "Class B Additional Consideration") shall be an amount in cash equal to the quotient obtained by dividing the amount of the Additional Cash Consideration for such Additional Consideration Payment Date by the number of shares of the Outstanding Class B Stock.

Related to Additional Consideration Payment

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Additional Payment has the meaning given in clause 11.1 (Right to repay the Facility early).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Upfront Payment has the meaning set forth in Section 4.1.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.

  • Additional Contribution Each Member's pro-rata portion of a Required Amount, determined by multiplying the Required Amount by each Member's Interest.