Contingent Price definition

Contingent Price means a price for a unit or component of work specified on the "Contingent Price List" published from time to time by the City.

Contingent Price shall be determined as follows: (i) the Fair Market Value (as defined herein) shall be multiplied by a fraction, the numerator of which shall be equal to the aggregate number of Merger Shares held by the Stockholders on the Closing Date, and the denominator of which shall be the number of shares of BBI Stock outstanding on that date; (ii) the difference between the product obtained in subpart (i) and the aggregate amount of the cash portion of the Closing Price paid for the Merger Shares shall be divided by the Purchaser Stock Value (as defined herein); (iii) the aggregate number of Closing Shares issued by Purchaser shall then be subtracted from the number of shares of Purchaser Stock resulting from the calculations in subpart (ii); and (iv) the number of shares of Purchaser Stock remaining after performing the calculation in subpart (iii) shall then be divided by the number of Merger Shares held by the Stockholders as of the Closing Date; provided, that for purposes of this calculation, Xxxxx Corporation shall be deemed to have received the same Closing Price per Share as the rest of the Stockholders. An example of the calculation of the Contingent Price is set forth on EXHIBIT B hereto.

Contingent Price shall have the meaning set forth in Section 4(d) of this Agreement.

Examples of Contingent Price in a sentence

• Said Contingent Price shall be payable over an earn-out period of two (2) years beginning at Closing.

• At the closing of the exercise of the Purchase Option, the Buyer shall deliver to the Shareholder the Contingent Price Exchange Ratio for each Share delivered by the Shareholder.

• The amount paid will be proportionate to the amount achieved as a percentage of the Threshold Amount up to the full Contingent Price payable in that year.

• You therefore set up a contingent order to close your position when the stock hits the trigger price of $4.90 (Contingent Price Base set as “Last” and Contingency Condition set as Less or Equal) and set a limit price (lowest price you are willing to sell) of $4.88.

• The Contingent Price shall be paid (subject to the quantitative limitations set forth hereinabove and which in no case shall exceed the Cap Contingent Price) by the Buyer to the Seller, on the later of (i) the twentieth Business Day following the notification of the Tax Event by the Seller to the Buyer; and (ii) the First Closing Date.

• The "Contingent Consideration", if any, equals (i) the Contingent Price Adjustment, if any, calculated pursuant to Section 2.7(b) less (ii) the Dilution Adjustment calculated pursuant to Section 2.7(c).

• Contingent Price Has the meaning ascribed thereto in Clause 3.6. Damage Means any direct, effective and economically quantifiable damage or loss (daño emergente), but excluding, for the avoidance of doubt, loss of profits (lucro cesante) and indirect, unforeseeable, consequential, reputational or punitive damages or losses.

• The "Dilution Adjustment" shall be determined by dividing (i) the product obtained from multiplying (x) the excess of the number of Fully Diluted Shares over the Authorized Fully Diluted Shares and (y) the sum of six dollars ($6) plus the Contingent Price Adjustment by (ii) the Fully Diluted Shares.

• One half of the total Contingent Price shall be payable in each year of the two (2) year pay out period as adjusted for the Threshold Amount.

• In addition, if on a cumulative basis the total Consolidated Gross Profit for the two (2) year earn-out period exceeds the cumulative Threshold Amount for that same period, then the Contingent Price will be prorated upward proportionate to such overage.