First Contingent Payment definition

First Contingent Payment has the meaning set forth in Section 7.3.

First Contingent Payment means, on the First Contingent Payment Measurement Date, an amount equal to the difference of (a) the product of (i) the Contingent Payment Adjusted EBITDA Multiple, determined at the First Contingent Payment Measurement Date, multiplied by (ii) the trailing twelve months Adjusted EBITDA of the Surviving Corporation for the First Contingent Period, and less (b) $45,000,000.

First Contingent Payment means an amount based on 2006 EBITDA determined according to the table and principles set forth in Schedule 2.6; provided that in no event will the First Contingent payment be less than $2,000,000.

Examples of First Contingent Payment in a sentence

• The shares of Parent Common Stock representing the First Contingent Payment shall be issued within fifteen (15) days following Purchaser's confirmation that the First Target Levels have been achieved.

• Following receipt by the Purchaser of FDA approval to market a Product, the Purchaser shall make a contingent payment to the Company of one million dollars ($1,000,000) (the "First Contingent Payment"), payable in the form of Purchaser Common Stock, in accordance with Sections 1.6 and 1.7.

• Unless the Stockholders' Representative shall, in accordance with the provisions of paragraph (c) below, challenge the Buyer's determination of the First Contingent Payment or the Second Contingent Payment, as the case may be, within 30 days after the delivery of the Buyer's calculation thereof, the Buyer's determination shall be binding upon the Company Stockholders.

• Concurrent with the execution of the SPA, LKQ and the Shareholders also executed on December 31, 2005 a First Contingent Payment Agreement (the “First CPA”) and a Second Contingent Payment Agreement (the “Second CPA”).

• The First Contingent Payment is an amount equal to the result obtained by multiplying (1) the amount, if any, by which the Revenue of the Company (as defined in section 5.5) for the period from June 1, 2001 through May 31, 2002 exceeds $7,250,000 by (2) 0.5. The First Contingent Payment is to be paid in a lump sum promptly after the amount of First Contingent Payment is determined in accordance with section 5.5, and in no event later than 60 days after May 31, 2002.

More Definitions of First Contingent Payment

First Contingent Payment means the payment to be made to Seller as calculated under and pursuant to Schedule 2.8(a) and due following the First Measurement Period.

First Contingent Payment has the meaning set forth in Section 4.01(a)(ii).

First Contingent Payment. SCP" means "Second Contingent Payment". - "PBT" means "Profit Before Tax". - "RDP" means "Residual Downpayment". - "EBIT" means "Earnings Before Interest and Taxes". - Mathematical symbols: * "-" means subtract or minus; * "+" means add or plus; * "*" means multiply or times; * "%" means percent. * "/" means divide by; and * "=" means equals or equal to. <PAGE> SCHEDULE R RESTRICTED PARTY PURCHASE AGREEMENTS 1. ACCENT MARKETING SERVICES, L.L.C. (a) Membership Interest Purchase Agreement by and among MDC Corporation Inc. ("MDC"), Maxxcom Inc. ("Maxxcom"), Accent Acquisition Co. (the "Purchaser"), AMS Holdings, Inc. (the "S-Corp"), Xxx Xxxxxx ("Xxxxxx"), Xxxxxxx Xxxxxxx ("Xxxxxxx"), Xxxxx Xxxxxxxx ("Xxxxxxxx"), Xxx Xxxxx ("Xxxxx"), Xxxxx Xxxxxxxxxx ("Xxxxxxxxxx") and Xxx Xxxxxxxx ("Xxxxxxxx") (together with Hansen, Robbins, Xxxxxxxx, Xxxxx and Schwertley, collectively referred to herein as the "Principals" and individually as a "Principal") dated as of October 31, 1999. (b) Membership Interest Purchase Agreement dated May 8, 2001 by and among Accent Marketing Services, L.L.C. ("Purchaser"), Pro-7 Inc. and Xxxx Xxxxxxx ("Xxxxxxx") whereby the Purchaser purchased 40% of the Membership Interest in Mo' Better Marketing LLC (the "Company"). 2.

First Contingent Payment has the meaning assigned to such term in the Partnership Agreement.

First Contingent Payment is defined in Section 2.5(a)(i) of this Agreement.

First Contingent Payment means an amount equal to the product of (A) the applicable percentage determined pursuant to Section 2.6(d)(ii)(B) above and (B) the aggregate Acquired Business Revenue for the first twelve full Quarterly Measurement Periods following the Closing Date.

First Contingent Payment means an amount equal to $15,000,000. “Fiscal Year” means a fiscal year of Buyer.