Third Contingent Payment definition

Third Contingent Payment has the meaning set forth in Section 1.4(c).
Sample 1
Third Contingent Payment means the amount by which the NEWCO EBITDA for the 12 month period beginning on the first day of the calendar month immediately following the second anniversary of the Closing Date exceeds $4,000,000, but in no event shall the Third Contingent Payment exceed $3,000,000.
Sample 1
Third Contingent Payment means an amount based on 10-Month 2008 EBITDA determined according to the table and principles set forth in Schedule 2.6.
Sample 1

Examples of Third Contingent Payment in a sentence

  • Upon the later of (a) the date of termination of the Earnout Period and (b) the date on which Buyer pays to Seller the First Contingent Payment, Second Contingent Payment, and Third Contingent Payment if such payment is required pursuant to Section 4.01, any and all restrictions on transfer of the Purchased Assets set forth in this Agreement shall become void and unenforceable.

  • Each share of Common Stock included in a Contingent Payment shall have a value equal to the average market closing price of the Common Stock, as listed on Nasdaq (or the market or exchange upon which the Common Stock is then listed), over the ten (10) trading days immediately preceding the last day of the measurement period used to calculate the First Contingent Payment, Second Contingent Payment or Third Contingent Payment, as the case may be.

  • During the Earnout Period, Buyer shall not effect a Significant Asset Sale unless prior to or simultaneously with the consummation of such transaction Buyer shall have paid to Seller the First Contingent Payment, the Second Contingent Payment and the Third Contingent Payment.

  • In no event shall the cumulative contingent payment under subsection (b) above exceed $5,000,000 for the First Contingent Payment, $10,000,000 for the sum of the First Contingent Payment and Second Contingent Payment or $15,000,000 for the sum of the First Contingent Payment, Second Contingent Payment and Third Contingent Payment.

  • The Third Contingent Payment cannot be less than Zero Dollars and No Cents ($0.00).

  • If cumulative Opt-Out Costs and Indemnification Costs do not exceed Twenty-One Million Dollars and No Cents ($21,000,000) as of the Third Contingent Payment Determination Date, then the Third Contingent Payment due, if any, shall be determined pursuant to the table immediately above.

  • Following the end of the first quarter in which Purchaser has recognized cumulative Net Product Revenues of ten million dollars ($10,000,000), the Purchaser shall make a contingent payment to the Company of one million two hundred thousand dollars ($1,200,000) (the "Third Contingent Payment"), payable in the form of Purchaser Common Stock, in accordance with Sections 1.6 and 1.7.

  • Notwithstanding the foregoing, Buyer shall have the right to transfer all or a portion of its rights and assets related to the Product to a third party; provided that prior to or simultaneously with any such action Buyer shall have paid to Seller the First Contingent Payment, the Second Contingent Payment and the Third Contingent Payment.

  • The Third Contingent Payment, if any, shall be paid fifteen (15) days thereafter.

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Related to Third Contingent Payment

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

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

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

  • PAGA Payment means the penalties pursuant to PAGA that the Parties have agreed is a

  • 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.

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

  • Delta Payment means as it is described in this Agreement.

  • Reimbursement Payment shall have the meaning given to that term in Subparagraph 2.02(c).

  • Deferred Payment means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Interim Payment has the meaning specified in Section 10.1.

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

  • Agreement Payment means a Payment paid or payable pursuant to this Agreement.

  • PRE-PAYMENT The Tenant shall: (check one)

  • Restricted Debt Payment has the meaning set forth in Section 6.04(b).

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • 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.

  • Specified Payment means any Permitted Acquisition, Investment, loan, advance, incurrence of or payment with respect to Indebtedness or other transaction made subject to satisfaction of the Payment Conditions or any component thereof.

  • Upfront Payment has the meaning set forth in Section 4.1.

  • Required Payment shall have the meaning assigned such term in Section 4.04.

  • Deferred Payment Date for a Participant means the date after the Restricted Period in respect of Restricted Share Units which is the earlier of (i) the date which the Participant has elected to defer receipt of the underlying Shares in accordance with Section 4.5 of this Plan; and (ii) the Participant's Separation Date.

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

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

  • Permitted Payment as defined in Subsection 8.2(b).

  • Contingent Claim means any Claim, the liability for which attaches or is dependent upon the occurrence or happening of, or is triggered by, an event, which event has not yet occurred, happened or been triggered as of the date on which such Claim is sought to be estimated or an objection to such Claim is filed, whether or not such event is within the actual or presumed contemplation of the holder of such Claim and whether or not a relationship between the holder of such Claim and FairPoint now or hereafter exists or previously existed.

  • Earnout Payments has the meaning set forth in Section 2.2(a).