Delayed Cash Consideration definition
Examples of Delayed Cash Consideration in a sentence
Buyer shall deliver the Delayed Cash Consideration to Seller, by wire transfer of immediately available funds, (a) on November 5, 2018, or (b) if Seller and Buyer mutually agree in writing on a different date, the date upon which they have mutually agreed, provided, however that the payment of the Delayed Cash Consideration shall be conditioned upon the Closing having already occurred.
The aggregate consideration for the Shares shall consist of the Closing Cash Consideration, the Note Consideration and the Delayed Cash Consideration.
In the event that any Damages against which the Parent Indemnitees are entitled to be indemnified pursuant to this Article IX is satisfied by a reduction to or offset from the Aggregate Option Delayed Payment Amount, the former holders of the Company Common Stock shall in the aggregate pay to Parent an amount equal to such offset or reduction within two business days of any notice of such offset and reduction, and any amount so paid to Parent shall be deemed to be Delayed Cash Consideration.
The value of the shares of Parent Common Stock to be received in the Merger (at the Effective Time, and without regard to the possibility of the payment of Delayed Cash Consideration, Delayed Stock Consideration, Delayed Receivable Consideration and Additional Delayed Merger Consideration) can not be less than forty percent (40%) of the total value of all consideration to be received by the shareholder of the Company in the Merger for purposes of Section 368(a)(2)(D) of the Code.
Subject to Section 9.3(e), on the Holdback Release Date, Parent shall pay, or cause the Surviving Company or the Paying Agent (by delivering such funds to the Paying Agent for addition to the Payment Fund) to pay, to each Equityholder in respect of its Company Capital Stock (other than Dissenting Shares) and Company Options in accordance with Section 2.6 and Article III, an amount in cash equal to the Per Share Delayed Cash Consideration.