Contingent Consideration Period definition

Contingent Consideration Period shall have the meaning set forth in Section 2.1(b) of this Agreement.
Sample 1
Contingent Consideration Period means the period of time extending from the date hereof until the date that is eighteen (18) months following the Closing Date.
Sample 1
Contingent Consideration Period means the period beginning on Closing Date and ending on the third anniversary thereof;
Sample 1

Examples of Contingent Consideration Period in a sentence

  • The Contingent Consideration Shares that are not earned on or before the expiration of the Contingent Consideration Period shall be automatically forfeited and cancelled.

  • Upon the consummation of any Change of Control during the Contingent Consideration Period, Adara shall have no further obligations pursuant to this Section 3.03(f).

  • For the avoidance of doubt, and by way of example, if the sales of the products utilizing the Purchased Assets by Buyer fails to exceed $2,000,000 for any year during the Contingent Consideration Period, there will be no Contingent Consideration payable to Seller by Buyer for that year.

  • The aggregate Contingent Consideration payable over the Contingent Consideration Period (defined below) is capped at two million dollars ($2,000,000.00) (the “Contingent Consideration Cap”).

  • Within ninety (90) days after the end of each fiscal year during the Contingent Consideration Period, Buyer shall prepare and deliver the calculation of the amount of the Contingent Consideration for such fiscal year, if any, along with reasonable detail to allow the Seller to review and verify the same.

  • In any year during the Contingent Consideration Period in which the sales of the products of Buyer utilizing the Purchased Assets exceeds $2,000,000, there will be Contingent Consideration payable to Seller by Buyer in any such year, calculated at the rate of five percent (5%) of the amount of the Contribution Margin on sales in excess of $2,000,000 for that year.

  • The Contingent Consideration Period runs from the termination of the TSA (as defined below) until the earlier of: (i) achieving the Contingent Consideration Cap, or (ii) December 31, 2025.

  • We also emphasized the confidentiality of students’ responses in the online consent forms read prior to the survey (approved by the UC Berkeley In- stitutional Review Board).

  • Any shares not earned by application of this provision by the end of the Contingent Consideration Period shall not be delivered.

  • If all or substantially all of the Business or the Acquired company is sold to a third party before the expiration of the Contingent Consideration Period, Buyer shall, or shall cause the Acquired Company to, pay to Seller fifty percent (50%) of the cash available for distribution to the holders of the equity interests of the Acquired Company or of Buyer as a direct or indirect result of such sale.


More Definitions of Contingent Consideration Period

Contingent Consideration Period means the twelve (12) calendar months beginning on the first full calendar month immediately after the month in which the Closing occurs.
Sample 1
Contingent Consideration Period and “Contingent Consideration Periods” shall have the meaning set forth in Section 2.4(a).
Sample 1
Contingent Consideration Period means the period from Closing until December 31, 2028. “Contract” means any legally binding agreement, indenture, contract, arrangement, understanding, obligation or commitment to which a Person is bound or to which its assets or properties are subject, whether oral or written, and any amendments and supplements thereto, in each case excluding any Employee Plan. “Control” or “Controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise. For purposes of this definition, a general partner or managing member of a Person shall be deemed to Control such Person. “Current Insurance” means the current policies of insurance maintained by the Company as of the date of this Agreement. “Disclosure Schedule” means the disclosure schedule dated as of the date hereof, accompanying this Agreement and containing the Schedules referred to in this Agreement. “Dispute” has the meaning set forth in Section 2.4(b). “DOL” means the U.S. Department of Labor. “Draft Allocation Statement” shall have the meaning set forth in Section 2.6. “EBITDA” means the earnings of the Company before interest, taxes, depreciation and amortization, including, for the avoidance of doubt an allocation of external general corporate overhead of Purchaser and its Affiliates for the benefit of the Company, as determined in good faith by Purchaser, (a) excluding (i) any non-recurring items of income or expense, including, but not limited to, revenue earned from or attributable to the portion of any AUM in a Company Account that as of any date of determination has been redeemed or withdrawn, or where notice has been provided that such AUM will be redeemed or withdrawn, (ii) extraordinary gains or losses, and (iii) any Transaction expenses of the Company, Seller or Purchaser related to the Transaction, calculated in accordance with the illustrative example set forth on Exhibit D, which for the avoidance of doubt does not include payment of the Contingent Consideration Installment Amounts but (b) including that amount of intercompany charges that are mutually agreed by Purchaser and Seller following the Closing (it being understood that promptly following the six- month anniversary of the date hereof, Purchaser and Seller will confer and agree in good faith regarding the nature of benefits and services, if any, provided b...
Sample 1
Contingent Consideration Period has the meaning set forth in Section 2.2(a)(ii).
Sample 1
Contingent Consideration Period means the period commencing on the Closing and ending on (i) the five- year anniversary of the Closing with respect to a Triggering Event I, (ii) the seven-year anniversary of the Closing with respect to a Triggering Event II and (iii) the ten-year anniversary of the Closing with respect to a Triggering Event III.
Sample 1
Contingent Consideration Period means, on a country-by-country basis, the period commencing on the date that the applicable regulatory authority in such country grants Marketing Approval for a Lixivaptan Product and expiring upon the later of (a) expiration of the last Valid Claim of any Lixivaptan Patent Right in such country or (b) the expiration of the market exclusivity period(s) granted by a Governmental Body for a Lixivaptan Product in such country during which such Governmental Body will not grant Regulatory Approval of a product (i) containing the Compound or the active moiety thereof, (ii) using a Lixivaptan Product as its reference product or (iii) relying in any other manner on the regulatory data or filings for a Lixivaptan Product.
Sample 1

Related to Contingent Consideration Period

  • Contingent Consideration has the meaning set forth in Section 1.6.

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

  • 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.

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

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

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

  • Contingent Payment shall have the meaning set forth in Section 2.2(a).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 57.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

  • 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.

  • Contingent Payments has the meaning set forth in Section 2.05(b).

  • 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.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

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

  • 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.

  • Earnout has the meaning set forth in Section 2.9(a).

  • Retention Amount means, in relation to any Retention Date, such sum as shall be the aggregate of:

  • Earnout Period has the meaning specified in Section 2.03(a).

  • Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Senior Percentage of all amounts described in subclauses (a) through (d) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, (ii) with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the lesser of (x) the Senior Percentage of the applicable Non-PO Percentage of the Stated Principal Balance of such Mortgage Loan and (y) either (A) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received on the Mortgage Loan or (B), if an Excess Loss was sustained with respect to such Liquidated Mortgage Loan during such preceding calendar month, the Senior Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, and (iii) the sum of (x) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in subclause (f) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, and (y) the Senior Prepayment Percentage of any Subsequent Recoveries described in clause (ii) of the definition of Non-PO Formula Principal Amount for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage Loan, the Senior Principal Distribution Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

  • MCE Valuation Period means, subject to any extension (as described in further detail in the Conditions), the period commencing from and including the moment upon which the Mandatory Call Event occurs and up to the end of the following trading session on the Index Exchange; and

  • Initial Dividend Payment Date means the Initial Dividend Payment Date as determined by the Board of Directors of the Corporation with respect to the AMPS or Other AMPS, as the case may be.

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

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

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

  • Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.