First Deferred Consideration definition

First Deferred Consideration has the meaning attributed to that term in Section 2.3(2)(b).

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First Deferred Consideration refers to, in the aggregate, the First Deferred Cash Consideration and the First Additional Deferred Cash Consideration or the First Deferred Share Consideration, as the case may be. In the event that the Participating DMG Shareholders elect to receive the First Deferred Share Consideration, the number of ordinary shares of VisionChina representing the First Deferred Share Consideration shall be equal to the quotient of US$10,000,000 divided by the higher of (A) 125% of the Initial Conversion Price and (B) 80% of the average of the closing sales prices for one ADS as reported on the Nasdaq Global Market for the twenty (20) consecutive trading days ending (and including) two trading days prior to the First Deferred Payment Date. The First Deferred Consideration shall be allocated among the Participating DMG Shareholders in accordance with the Closing Allocation Schedule.

First Deferred Consideration has the meaning ascribed to it under the Circular “Formal Sale and Purchase Agreement” an agreement dated 28 March 2008 entered into by and between ELHK, ELIH, ELZS, the Company, the SPV and the Guarantors, as amended, modified or supplemented from time to time, in relation to the Acquisition “Fourth Supplemental Agreement” an agreement dated 21 December 2009 among the parties to the Formal Sale and Purchase Agreement pursuant to which, among other things, the parties therein conditionally made amendments to certain condition subsequent to the Formal Sale and Purchase Agreement

Examples of First Deferred Consideration in a sentence

If the responsible party in accordance with the foregoing sentence is the Shareholder Committee, such fees and expenses shall be deducted from the First Deferred Consideration or the Second Deferred Consideration, depending on the date of determination of such fees and expenses.
When all such Claims by the Purchaser have been agreed or determined and all payments relating to such Claims (including costs) have been made in full to the Purchaser, either by a set-off of such portion of the First Deferred Consideration or Second Deferred Consideration or otherwise, the remaining Withheld Amount, if any, shall be paid to the Seller.
APPENDIX A FORM OF FIRST CONSIDERATION NOTE PROMISSORY NOTE Due [name actual date of First Deferred Consideration Date], 1999 [ ], 1996 This Promissory Note issued pursuant to the call option agreement dated [ ] entered into between (1) Flextronics International Ltd and (2) Fico Forest Industrial Co. Limited ("CALL OPTION AGREEMENT") Terms defined in the Call Option Agreement shall unless the context otherwise require, bear the same meaning in this First Consideration Note.
As the audited consolidated financial statements of the SPV have now been issued, confirming that the first year net profit target set for the SPV in the Formal Sale and Purchaser Agreement has been exceeded, the obligation of the Company to make payment of the First Deferred Consideration has now become due and enforceable.
If Buyer makes any reasonably necessary or prudent capital contributions to Company during the First Deferred Consideration Period, it shall notify Seller within five (5) Business Days and the Free Cash Flow for such Deferred Consideration Period shall be reduced by an amount equal to 49% of the sum of such capital contributions.
As disclosed in the Circular, it was agreed in the Agreement that the First Deferred Consideration would be paid by the Company to the Vendors within 30 days of the issuance by the auditors of the SPV of the audited consolidated financial statements of the SPV in accordance with the conditions stated therein.
For the avoidance of doubt, nothing in this Clause 5.6 shall oblige the Seller or any Seller LLP Partner to take any step that may increase the total amount of Tax payable by the Seller or that Seller LLP Partner in respect of the First Deferred Consideration or the Second Deferred Consideration.
If the Final NWC is less than the Target NWC, then the amount of such shortfall (together with interest thereof from and including the Closing Date to the date of payment at a rate equal to six percent (6%) per annum) will reduce the Deferred Consideration Payment for the First Deferred Consideration Period on a dollar-for-dollar basis.
The Company promises to pay the principal in full on the First Deferred Consideration Date, provided that the Company may at any time prepay the principal or any part of it without premium or penalty at any time.
Accordingly, the Company has, pursuant to and in accordance with the Agreement, released the remaining 20% of the First Deferred Consideration, being an amount of US$1,667,000, to the Vendors on 21 December 2009.

More Definitions of First Deferred Consideration

First Deferred Consideration has the meaning given to it in Clause 3.2(b);