Additional Purchase Price Sample Clauses
POPULAR SAMPLE Copied 17 times
Additional Purchase Price. Purchaser shall pay to the Sellers an additional amount determined as follows:
(i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”).
(ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b).
(iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement
(iv) If an Active Sharehold...
Additional Purchase Price. The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.
Additional Purchase Price. Upon receipt by Purchaser of consideration greater than the Cash Purchase Price as a result of the sale, transfer or other disposition of the Securities, or any portion thereof, or sale of all or substantially all of the assets or stock of USDATA ("Transfer"), on or before December 31, 2003, Sellers shall receive an aggregate of 25% ("Sellers' Share") of the excess that Purchaser receives over the Cash Purchase Price (or applicable portion thereof) in the same form and on the same terms and conditions, received by Purchaser in such Transfer, provided that the aggregate Sellers' Share shall be paid to Safeguard Delaware, Inc., as agent for the Sellers and shall be distributed by Safeguard Delaware, Inc. to the Sellers in accordance with any agreements among them with respect thereto. Purchaser shall notify Sellers in writing of any such Transfer, provide Sellers with copies of the Transfer documents and shall certify in writing the consideration received in such Transfer. If the consideration received in a Transfer is other than cash, the value of such non-cash consideration shall be as determined in the Transfer documents.
Additional Purchase Price. The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Additional DECS and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller on the Option Closing Date for the Additional DECS, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Initial DECS purchased by the Underwriters under the Underwriting Agreement.
Additional Purchase Price. In addition to Shareholder’s percentage interest in the Purchase Price, as determined under Article II of the Purchase Agreement, Shareholder shall receive the following as additional consideration for the sale, conveyance, transfer, assignment and delivery of the Shares.
Additional Purchase Price. If, on or prior to the date that is 36 months after the date hereof, Purchaser sells or otherwise transfers, or agrees (either orally or in writing) to sell or otherwise transfer, any of the Sale Units (other than a sale or disposition to an Affiliate of Purchaser where such Affiliate assumes the obligation to make the payment contemplated in this sentence with respect to any disposition of such Sale Units), Purchaser will pay to Gotham, as agent for all Sellers, within two business days following the sale or other transfer, the Additional Purchase Price, at an account designated by Gotham.
Additional Purchase Price. ACH and SDSP acknowledge and agree that under the provisions of the Supply Agreement, in certain circumstances SDSP may be obligated to pay additional amounts to ACH as and for the purchase price of the Equipment (the "Additional Purchase Price").
Additional Purchase Price. (a) If, (A) on or prior to the date that is 18 months after the date hereof, Buyer or any affiliate thereof (other than the Company and its subsidiaries) consummates a Significant Transaction (as defined below), or (B) on or prior to the date that is 3 months after the date hereof, Buyer or any affiliate thereof (other than the Company and its subsidiaries) consummates a Negotiated Purchase Transaction (as defined below) (a Significant Transaction or a Negotiated Purchase Transaction are each also referred to as a “Subsequent Transaction”), in the case of clauses (A) and (B) pursuant to which Buyer pays in excess of $7.00 per Share in Consideration in such Subsequent Transaction, Buyer will pay to Seller Parties by a wire transfer of immediately available funds within three business days following the consummation of the Subsequent Transaction, the Additional Purchase Price, to a bank account previously designated to Buyer by Seller Parties (or if no such account is designated, to the account specified on Schedule 1 to this Agreement); provided, however, that Buyer shall be entitled to set-off against any obligation to pay the Additional Purchase Price any amounts due to Buyer Indemnified Parties (as defined below) with respect to the indemnification provisions in Section 7 hereof.
(b) For purposes of this Agreement:
(i) an “affiliate” of a person shall mean any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with such person; provided, however, that in no event shall Liberty Media Corporation or any of its subsidiaries be deemed to be an affiliate of Buyer;
Additional Purchase Price. In addition to the Initial Cash Purchase Price, Borrower may request that Investor deliver to it up to an additional $250,000.00 (the “Maximum Additional Purchase Price”). Any request for delivery of any portion of the Maximum Additional Purchase Price (any such portion so requested, the “Additional Purchase Price”) must be in writing (each, an “Additional Purchase Price Request”) and must be accompanied by any documentation Investor may request in its sole and absolute discretion. Borrower may request that Investor deliver all or any portion of the Maximum Additional Purchase Price to Borrower at any time following the Closing Date; provided, however, that it may not deliver more than one (1) Additional Purchase Price Request to Investor during any fifteen (15) day period during which the Note is outstanding. Following its receipt of any Additional Purchase Price Request, Investor may elect, in its sole discretion, whether or not to deliver the requested Additional Purchase Price to Borrower. For the avoidance of doubt, Investor may delay and/or condition its delivery of all or any portion of the requested Additional Purchase Price in any manner Investor so chooses, or Investor may determine, in its sole and absolute discretion, to not deliver all or any portion of any requested Additional Purchase Price. Following Investor’s delivery of any Additional Purchase Price to Borrower, the portion of the OID (as defined below) attributable to such Additional Purchase Price shall be immediately and automatically deemed to be fully earned and such amount (comprised of both the Additional Purchase Price, the earned OID, and all interest and other amounts earned and attributable to such Additional Purchase Price under the Note) shall be immediately and automatically included in the Conversion Eligible Outstanding Balance (as defined in the Note).
Additional Purchase Price. In addition to the Guaranteed Purchase Price and the Deferred Purchase Price, AbbVie shall make to Kadmon (or its designees) the payments described in this Section 2.3: