Additional Contingent Consideration definition

Additional Contingent Consideration means consideration payable by the Borrower or its Subsidiaries to sellers subsequent to the closing of an Acquisition that is dependent on the performance of the acquired company following the Acquisition. Notwithstanding the foregoing definition, the amount of Additional Contingent Consideration to be included for the purposes of determining the financial covenants in Section 6.18, shall be the amount of Additional Contingent Consideration (excluding any accrued interest) which through the date of determination of such covenant and based on the performance of the acquired company through the date of determination of such covenant, the Borrower reasonably anticipates paying to the sellers within the 12 months following the date of determination.
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Additional Contingent Consideration means consideration payable by the Borrower or its Subsidiaries to sellers subsequent to the closing of an Acquisition that is dependent on the performance of the acquired company following the Acquisition. For the purposes of calculating financial covenants in Section 6.18, the amount of Additional Contingent Consideration to be included shall be the amount of Additional Contingent Consideration (excluding any accrued interest) which through the date of determination of such covenant and based on the performance of the acquired company through the date of determination of such covenant, the Borrower reasonably anticipates paying to the sellers within the 12 months following the date of determination.
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Additional Contingent Consideration as defined in Section 2.7(a).
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Examples of Additional Contingent Consideration in a sentence

  • Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, neither the Parent, the Borrower nor Borrower’s Subsidiaries has any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4, except for Additional Contingent Consideration that may be payable in connection with an Acquisition.

  • The Parent will not permit the ratio (the “Leverage Ratio”), determined on a Pro Forma Basis, of (i) Funded Indebtedness plus Additional Contingent Consideration as of the end of each fiscal quarter (the determination date) to (ii) EBITDA for the four fiscal quarters ending with such determination date, to be greater than 3.00 to 1.00.

  • Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, neither the Parent, the Borrower nor Borrower's Subsidiaries has any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4, except for Additional Contingent Consideration that may be payable in connection with an Acquisition.

  • The Parent will not permit the ratio (the “Leverage Ratio”), determined on a Pro Forma Basis, of (i) the Funded Indebtedness of the Parent and its Subsidiaries, determined on a consolidated basis plus Additional Contingent Consideration as of the end of each fiscal quarter (the determination date) to (ii) EBITDA for the four fiscal quarters ending with such determination date, to be greater than 3.00 to 1.00.

  • If the Selling Stockholders disagree with the determination of Additional Contingent Consideration by HMC's independent certified public accountants, they shall give written notice (a "Dispute Notice") of such disagreement to HMC within thirty (30) days of their receipt of the Accountants' Report, and in such case the Selling Stockholders may appoint their own independent certified public accountants to review the determination made by HMC's accountants.

  • Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, none of the Parent, the Borrower or the Borrower’s Subsidiaries has any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4, except for Additional Contingent Consideration that may be payable in connection with an Acquisition.

  • Pursuant to the security agreement, the Professional Corporations will grant to the Selling Stockholders a security interest in the assets of the Professional Corporations to secure the payment of the P.C. Promissory Notes, the Promissory Note Consideration, the Substitute Promissory Note Consideration and any Price Protection Consideration or Additional Contingent Consideration.

  • During the five year period for which Additional Contingent Consideration is to be calculated, no allocation of salaries or other remuneration of HMC's management personnel will be made to A & A or any of the Professional Corporations and only the salary and other remuneration (not to exceed $80,000 per annum) of one additional manager may be added to the expenses of A & A and the Professional Corporations unless additional offices are opened or the parties otherwise mutually agree.

  • Pursuant to the guaranty, the Professional Corporations will guaranty, on a non-recourse basis, the obligations of HMC under the Promissory Note Consideration and Substitute Promissory Note Consideration and any obligations of HMC or Damadian MRI for Price Protection Consideration or Additional Contingent Consideration.

  • The first year for which Additional Contingent Consideration shall be calculated shall commence on the date of the Closing.


More Definitions of Additional Contingent Consideration

Additional Contingent Consideration means consideration payable by the Borrower or its Subsidiaries to sellers subsequent to the closing of an Acquisition that is dependent on the performance of the acquired company following the Acquisition. The total Additional Contingent Consideration as of the Closing Date is set forth on Schedule 6. Notwithstanding the foregoing definition, the amount of Additional Contingent Consideration to be included in the defined term "Indebtedness" for the purposes of determining the financial
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Additional Contingent Consideration means consideration payable by the Borrower or its Subsidiaries to sellers subsequent to the closing of an Acquisition that is dependent on the performance of the acquired company following the Acquisition. The total Additional Contingent Consideration as of the Closing Date is set forth on SCHEDULE 8. Notwithstanding the foregoing definition, the amount of Additional Contingent Consideration to be included in the defined term "Indebtedness" for the purposes of calculating the financial covenants in Section 6.17, shall be the amount of Additional Contingent Consideration (excluding any accrued interest) which through the date of calculation of such covenant and based on the performance of the acquired company through the date of calculation of such covenant, the Borrower reasonably anticipates paying to the sellers at maturity.
Sample 1
Additional Contingent Consideration means an aggregate payment of up to$15,000,000, 50% of which will be payable in cash and 50% of which will be payable in Parent Common Stock based on the Agreed Stock Price, which shall be payable in the 39th month following the Closing Date and which amount shall be subject to the conditions and adjustments set forth herein.
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Additional Contingent Consideration means contingent consideration not to exceed Twenty-Five Million and 00/100 U.S. Dollars ($25,000,000) based solely on UAL Revenues.
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Additional Contingent Consideration means an aggregate payment of up to $15,000,000, 50% of which will be payable in cash and 50% of which will be payable in Parent Common Stock based on the Agreed Stock Price, which shall be payable in the 39th month following the Closing Date and which amount shall be subject to the conditions and adjustments set forth herein.
Sample 1

Related to Additional Contingent Consideration

  • Contingent Consideration shall have the meaning set forth in Section 2.5.

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Additional Payment is as defined in Section 6 of the Agreement.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • Permitted Acquisition Consideration means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “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 and (b) the aggregate amount of Debt assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

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

  • Earn-Out Consideration is defined in Section 2.5(c).

  • 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 Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

  • Contingent fee as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

  • Additional Capital Contribution has the meaning set forth in Section 3.02.

  • Contingent Compensation Payment means any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

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

  • Additional contributions means contributions made by a member of a defined benefit plan to

  • Contingent Payment has the meaning set forth in Section 4.2 (Contingent Payments).

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

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Independent Consideration shall have the meaning as set forth in Section 2.14.

  • Additional Capital Contributions shall have the meaning set forth in Section 5.3.