Contingent Acquisition Consideration definition

Contingent Acquisition Consideration means any earnout obligation or similar deferred or contingent obligation of the Borrower or any of its Restricted Subsidiaries incurred or created in connection with a Permitted Acquisition that would appear on the balance sheet of Borrower and its Restricted Subsidiaries in accordance with GAAP.

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Contingent Acquisition Consideration means any earnout obligation or similar deferred or contingent obligation of the Issuer or any of its Subsidiaries incurred or created in connection with any Acquisition.

Contingent Acquisition Consideration means any earn-out obligation or similar deferred purchase price obligation of any member of the Operating Group.

Examples of Contingent Acquisition Consideration in a sentence

Promptly at the Effective Time, ▇▇▇▇▇▇ shall deposit ------ ▇▇▇▇▇▇ Common Stock constituting the Contingent Acquisition Consideration into the Escrow Fund established pursuant to Article VI below, and pursuant to the amounts of Contingent Acquisition Consideration as set forth on Schedule B hereto.
The portion of the aggregate Contingent Acquisition Consideration contributed on behalf of each holder of Company Common Stock shall correspond to such Shareholder's proportionate interest.
In the event ▇▇▇▇▇▇ becomes aware of a ------------------ third-party claim which ▇▇▇▇▇▇ believes may result in a demand against the Escrow Fund, ▇▇▇▇▇▇ shall promptly notify the Shareholders' Agent of such claim, and the Shareholders' Agent and the Shareholders who are entitled to a portion of the Contingent Acquisition Consideration in the Escrow Fund shall be entitled, at their expense, to participate in any defense of such claim.
Deliveries of the Escrow Fund to the shareholders of the Company pursuant to this Section 6.4(c) shall be made according to each Shareholder's proportionate interest in the Contingent Acquisition Consideration held in Escrow.
As provided in Section 1.8, promptly after the ----------- Effective Time, ▇▇▇▇▇▇ shall deposit the Contingent Acquisition Consideration with U.S. Bank Trust, N.A. (or another institution acceptable to ▇▇▇▇▇▇ and the Shareholders' Agent (as defined in Section 6.4(g) below)), as Escrow Agent (the "Escrow Agent").

More Definitions of Contingent Acquisition Consideration

Contingent Acquisition Consideration means any earn-out obligation, or similar deferred obligation of the Company incurred or created under the Stock Purchase Agreement, dated March 22, 2021, by and among the Company, Sandra Johnson, Marco Johnson, the University of Antelope Valley Inc., and the University of Antelope Valley, LLC, provided, the amount of the obligation does not exceed US$17,000,000 in the aggregate and the first payment is not prior to March 31, 2024.

Contingent Acquisition Consideration means, with respect to any Acquisition, all obligations of Borrower or any Subsidiary to make earn out or other contingency payments (including working capital adjustments, purchase price adjustments, non-competition and consulting agreements, other indemnity obligations, royalty payments and sale, development and other milestone payments) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Contingent Acquisition Consideration shall be deemed to be the maximum amount of the payments in respect thereof as specified in the documents relating to such Acquisition, excluding any such payments, the amount of which is not, upon achieving a contingency upon which payment is conditioned, a fixed amount or a range of fixed amounts, but is determined based on a percentage of revenue or sales (e.g. a royalty); provided that such percentage shall not exceed 20% of the revenue or net sales of the applicable acquired Product or Products.

Contingent Acquisition Consideration means any earnout obligation or similar deferred or contingent obligation of Amphastar or any of its Subsidiaries incurred or created in connection with a Permitted Acquisition or other Investment.

Contingent Acquisition Consideration means, with respect to an Acquisition, all obligations of Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, other indemnity obligations, royalty payments and sale, development and other milestone payments) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Contingent Acquisition Consideration shall be deemed to be the maximum amount of the payments in respect thereof as specified in the documents relating to such Acquisition, excluding any such payments, the amount of which is not, upon achieving a contingency upon which payment is conditioned, a fixed amount or a range of fixed amounts, but is determined based on a percentage of revenue or sales or similar metric (e.g. a royalty).

Contingent Acquisition Consideration means any contingent obligation of a Borrower or any of its Restricted Subsidiaries incurred or created in connection with any Acquisition consummated on or prior to the Closing Date, a Permitted Acquisition or other Investment, including, without limitation, any earn-out or similar obligation (excluding escrow arrangements and working capital and other similar purchase price adjustments). For the avoidance of doubt and notwithstanding anything contained in this Agreement to the contrary, seller debt that is contingent on performance growth or otherwise referred to as “upside notes” or “upside seller notes” shall be treated as Contingent Acquisition Consideration for all purposes in this Agreement and in any other Loan Document.

Contingent Acquisition Consideration means any contingent obligation of a Loan Party incurred or created in connection with a Permitted Acquisition or other Investment, including, without limitation, any earn-out or similar obligation (excluding escrow arrangements and working capital and other similar purchase price adjustments).

Contingent Acquisition Consideration means any earn-out obligation, or similar deferred obligation of the Company incurred or created under the Stock Purchase Agreement, dated March 22, 2021, by and among the Company, S▇▇▇▇▇ ▇▇▇▇▇▇▇, M▇▇▇▇ ▇▇▇▇▇▇▇, the University of Antelope Valley Inc., and the University of Antelope Valley, LLC, provided, the amount of the obligation does not exceed US$17,000,000 in the aggregate and the first payment is not prior to March 31, 2024.