Contingent Consideration Sample Clauses
A Contingent Consideration clause defines terms under which additional payments may be made after the initial transaction, depending on the occurrence of specified future events or performance targets. For example, in a business acquisition, the seller might receive extra compensation if the acquired company meets certain revenue milestones within a set period. This clause allows parties to bridge valuation gaps and allocate risk by tying part of the purchase price to future outcomes, ensuring both sides are protected if expectations about future performance differ.
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Contingent Consideration. (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date.
(b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein.
(c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement.
(d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars.
(e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages.
(f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ ...
Contingent Consideration. Additional consideration of up to a maximum of $5,000,000 (the "Maximum Contingent Consideration") may be paid by the Purchaser based on a combination of 2005 and 2006 EBITDA (and, to the extent applicable, 2007 EBITDA), as follows:
(a) $1,500,000 in Contingent Consideration shall be payable if the Target Companies achieve at least $5,000,000 in EBITDA in 2005; in the event that the Target Companies achieve EBITDA of less than $5,000,000, no Contingent Consideration shall be payable pursuant to this Section 1.7(a). Any Contingent Consideration payable pursuant to this Section 1.7(a) (the "2005 Contingent Consideration") will be payable on or before February 15, 2006.
(b) So long as the Target Companies achieve EBITDA in 2005 of at least $4,000,000, additional Contingent Consideration shall be payable only if the Target Companies achieve EBITDA in 2006 (and, if applicable, 2007), as follows:
(i) The amount of the Contingent Consideration shall be $0 in the event that the Target Companies achieve EBITDA in 2006 of $6,000,000, and $3,500,000 if the Companies achieve EBITDA in 2006 of at least $8,000,000, and the Contingent Consideration of up to $3,500,000 shall be prorated for any EBITDA in 2006 between $6,000,000 and $8,000,000. Any Contingent Consideration payable pursuant to this Section 1.7(b)(i) (the "2006 Contingent Consideration") will be payable on or before February 15, 2007.
(ii) In the event that the 2006 Contingent Consideration, if any, equals less than $3,500,000, the difference between $3,500,000 and the 2006 Contingent Consideration (the "Balance") may be earned as follows: the amount of Contingent Consideration shall be $0 in the event that the Target Companies achieve EBITDA in 2007 of $7,500,000 or less, the full amount of the Balance if the Target Companies achieve EBITDA in 2007 of at least $10,000,000, the Contingent Consideration, up to the full amount of the Balance, shall be prorated for any EBITDA in 2007 between $7,500,000 and $10,000,000. Any Contingent Consideration payable pursuant to this Section 1.7(b)(ii) (the "2007 Contingent Consideration") will be payable on or before February 15, 2008. For purposes of clarity, if the Target Companies fail to achieve at least $4,000,000 in EBITDA in 2005, no Contingent Consideration shall be payable whatsoever.
(c) The Contingent Consideration shall be allocated among the MAG Holders in accordance with the MAG Allocation. The Contingent Consideration shall be payable, at the election of th...
Contingent Consideration. (a) If the Company enters into a management agreement with ▇.▇. ▇▇▇▇▇▇ Investment Management, Inc., or one of its Affiliates, with respect to Project Rains (the "Rains Management Agreement"), such agreement contains terms and conditions substantially the same as those described in Schedule 2.8(a), the other terms and conditions of such agreement are reasonable given market conditions at the time such agreement is entered into, performance by the Company of fee generating services under such agreement begins on or prior to the first anniversary of the Effective Date, and Buyer and Seller jointly agree that the budgeted EBITDA from property management, leasing and tenant improvement fees under the Rains Management Agreement for the Rains Measurement Period is at least $400,000, Buyer shall promptly (but in no event later than fifteen days after the Company notifies Buyer that the Company has entered into the Rains Management Agreement) pay to the Seller an amount equal to the lesser of (i) $1,000,000 or (ii) the excess of the Contingent Consideration Amount over the aggregate amount of Contingent Consideration theretofore paid pursuant to Sections 2.8(b) or 2.8(c). Notwithstanding any other term or provision set forth in this Agreement, in no event shall the aggregate amount of Contingent Consideration which Buyer is required to pay to Seller pursuant to this Agreement exceed the Contingent Consideration Amount.
(b) Promptly following the Initial Contingent Consideration Determination Date, Buyer shall pay to the Seller an amount equal to the lesser of (i) the excess of the Contingent Consideration Amount over the amount of Contingent Consideration theretofore paid pursuant to Section 2.8(a), if any, or (ii) the Aggregate Projects NOI generated through the end of the Initial Contingent Consideration Quarter. Promptly following the end of each subsequent calendar quarter that commences on or prior to the sixth anniversary of the Effective Date, Buyer shall pay to the Seller an amount equal to the Aggregate Projects NOI for such quarter (prorated to the sixth anniversary of the Effective Date if such quarter extends past the sixth anniversary of the Effective Date); provided, that, notwithstanding any other term or provision set forth in this Agreement, in no event shall the aggregate amount of Contingent Consideration which Buyer is required to pay to Seller pursuant to this Agreement exceed the Contingent Consideration Amount.
(c) Notwithstanding the terms a...
Contingent Consideration. (a) Upon the terms and subject to the conditions of this Agreement and the Transfer Agreement, the Corporation shall issue or pay the Contingent Consideration to the Partnership in accordance with the terms of this Section 2.2.
(b) If the Weighted Average Trading Price Per Share determined as of December 31, 2002 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2002 PRICE") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2002, an amount in cash (the "2002 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) (A) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) by the 2002 Price; and (ii) the value of 3,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by the 2002 Price. At the option of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 Price.
(c) If the Weighted Average Trading Price Per Share determined as of December 31, 2003 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2003 PRICE") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2003, an amount in cash (the "2003 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; provided, however, that if, prior to December 31, 2003, the Partnership sells any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than any permitted assignee of the Partnership or an Affiliate of a permitted assignee), then the foregoing amount shall be reduced on a dollar-for-dollar basis by the amount, if any, that the aggregate c...
Contingent Consideration. (1) If the Sale Date shall occur prior to the Contingent Payment End Date, then no later than 45 Business Days following the Sale Date, or such longer period as shall be reasonably necessary to determine and provide an accounting for the Building Sale Net Proceeds, or at such time as otherwise mutually agreed upon by Parent and the Former Member Representative (but, in no event on or after the five-year anniversary of the Closing Date or, unless Parent otherwise agrees, prior to the 20th Business Day following the Closing Date), Parent shall deliver to each former holder of Holdings Common Stock as of immediately prior to the Effective Time (the “Former Members”), as additional consideration in the NYSE/AMEX Merger, a number of fully paid and nonassessable shares of Parent Common Stock equal to the Building Sale Exchange Ratio, rounded down to the nearest whole share (the “Contingent Consideration”), provided, that if the aggregate number of shares of Parent Common Stock otherwise required to be issued pursuant to this Section 6.17 exceeds the aggregate number of shares of Parent Common Stock issued pursuant to Section 1.8(a) (such amount, as appropriately adjusted for any stock splits, combinations, reclassifications or other similar actions occurring after the Closing Date, the “Contingent Consideration Cap”), the aggregate number of shares to be issued pursuant to this Section 6.17 shall be equal to the Contingent Consideration Cap and the Contingent Consideration shall be reduced proportionately.
(2) Parent’s obligation to issue the Contingent Consideration shall be conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty (other than penalties which are absolute dollar amounts, which shall be included in Building Sale Costs and which shall not, together with all other Building Sale Costs, exceed the Gross Amount) upon the payment of the Contingent Consideration. If the Contingent Consideration shall not have been issued by the fifth anniversary of the Closing Date, neither Parent nor any of its Subsidiaries shall have any further obligation to issue the Contingent Consideration.
(3) The right to receive the Contingent Consideration shall be non-transferable and non-assignable except by operation of Law.
Contingent Consideration. (i) The Contingent Consideration shall be calculated in accordance with SCHEDULE 1.6(F).
(ii) The right to receive the Contingent Consideration, if any, payable pursuant to this Agreement is a contract right only and no certificate evidencing such right shall be issued. The right to receive the Contingent Consideration pursuant to the Merger shall not be transferred or assigned, other than to Affiliates.
(iii) If at the end of any fiscal quarter during 2004, Surviving Business Revenue for such fiscal quarter (A) is not less than eighty percent (80%) of the forecast for that fiscal quarter as detailed in the Company's Business Plan provided to Parent prior to the date of this Agreement (the "BUSINESS Plan") and Surviving Business Gross Margin for such fiscal quarter is not less than eighty-five percent (85%), then during 2004 Parent shall not cause fundamental business changes materially adversely affecting the Surviving Business' ability to meet the Business Plan without the express consent of the Contingent Consideration Representative (as defined below); and (B) is less than the forecast for that fiscal quarter as detailed in the Business Plan, then Parent and the Contingent Consideration Representative shall discuss in good faith possible changes to the Business Plan.
(iv) The Contingent Consideration, if any, shall be payable as follows:
(A) Parent shall pay the Contingent Consideration, if any, on a date that shall be no later than the sixtieth (60th) day after the final financial statements of the Surviving Business for the calendar year ending December 31, 2004 are released by the Surviving Business Auditors, and further provided that such date may be extended pursuant to Section 1.6(f)(v)(B) (the "CONTINGENT CLOSING DATE"). Promptly after the Contingent Closing Date, Parent shall deposit with the Exchange Agent the shares of Parent Common Stock, if any, issuable as Contingent Consideration pursuant to this Section 1.6 for payment to the Stockholders in accordance with this Section 1.6. Such number of shares of Parent Common Stock shall be determined by dividing the Contingent Consideration determined pursuant to SCHEDULE 1.6(F) by the Parent Average Closing Price.
(B) Only those Stockholders who have properly transmitted their Certificate(s) to the Exchange Agent along with a duly completed and validly executed Letter of Transmittal as set forth in Section 1.8 shall be entitled to receive the Contingent Consideration, if any, payable pursuant to th...
Contingent Consideration. Notwithstanding any other provisions hereof, the transactions set forth in the “Contingent Consideration Term Sheet” (as defined in the Bankruptcy Plan) and contemplated in the Bankruptcy Plan or “Definitive Documents” (as defined in the Bankruptcy Plan) shall be expressly permitted under this Indenture, and no Default or Event of Default shall occur in connection with the implementation of such transactions.
Contingent Consideration. (a) Following the Closing, and as additional consideration for the Merger and the other transactions contemplated by this Agreement, within ten (10) Business Days after the occurrence of a Triggering Event that occurs before the fifth year anniversary of the Closing Date with respect to Section 3.03(a)(i), before the seventh year anniversary of the Closing Date with respect to Section 3.03(a)(ii), and before the tenth year anniversary of the Closing Date with respect to Section 3.03(a)(iii), (in each case, as applicable to such clause, the “Contingent Consideration Period”), each Contingent Consideration Eligible Company Equityholder (in accordance with its respective Contingent Consideration Pro Rata Share) is eligible to receive the following shares of Adara Class E Common Stock, as applicable (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Adara Class E Common Stock occurring on or after the Closing and prior to the date of such issuance, the “Contingent Consideration Shares”):
(i) Upon the occurrence of Triggering Event I prior to the fifth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares;
(ii) Upon the occurrence of Triggering Event II prior to the seventh year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; and
(iii) Upon the occurrence of Triggering Event III prior to the tenth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares. For the avoidance of doubt, the Contingent Consideration Eligible Company Equityholders shall be entitled to receive Contingent Consideration Shares upon the occurrence of each Triggering Event during the applicable Contingent Consideration Period; provided, however, that in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive Contingent Consideration Share after the tenth year anniversary of the Closing; provided, further, that each Triggering Event shall only occur once, if at all, and in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive an aggregate of more than 60,000,000 Contingent Consideration Shares; provided, further, that Triggering Event I, Tr...
Contingent Consideration. (A) As promptly as practicable after the end of each calendar quarter or fraction thereof commencing on the first day of the Earnout Period (e.g., March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006 and January 31, 2007), Buyer shall provide the Sellers’ Representative with a report, setting forth the Net Revenue for such quarter or fraction thereof of the Earnout Period. As promptly as practicable after the end of the Earnout Period, Buyer shall provide the Sellers’ Representative with a report, setting forth the Net Revenue for the Earnout Period substantially in the form attached hereto as Exhibit D (the “Earnout Report”). If an Earnout Dispute Notice is not delivered pursuant to subsection (C) below, then in no event later than twenty (20) Business Days following the expiration of the Earnout Dispute Period, ArthroCare shall pay or cause to be paid the Contingent Consideration in cash by wire transfer of immediately available funds to such account as Sellers shall designate by written notice to Buyer.
(B) Buyer shall keep full, clear and accurate books and records with respect to the Acquired Business. The books and records shall be maintained in such a manner that Net Revenue shall be readily verifiable. All books and records with respect to the Acquired Business shall be available for inspection by the Sellers’ Representative or any attorney or accountant engaged by the Sellers’ Representative to act on behalf of the Sellers, in all cases upon reasonable prior notice and during normal business hours. The information contained in the books and records of Buyer with respect to the Acquired Business shall remain confidential except to the extent required to be disclosed by applicable law or in connection with a dispute regarding the Transactions. If the Sellers’ Representative does not deliver to Buyer an Earnout Dispute Notice (as defined below) in accordance with subsections (A)-(C), then the Earnout Report for the Earnout Period shall be deemed final and binding and neither the Sellers’ Representative nor the Sellers shall have any further right to contest the report, the computation of Net Revenue or payment of the Contingent Consideration.
(C) In the event that the Sellers’ Representative shall dispute the information set forth by Buyer in the Earnout Report, then, within sixty (60) calendar days following the date of the delivery by Buyer of such report, the Sellers’ Representative shall provide written notice to Buyer (the “Earno...
Contingent Consideration. If any of the Milestone Events set forth in Schedule 5 (Contingent Consideration) are achieved, the Buyer will make the corresponding Milestone Payment to the Payments Administrator for further distribution to the Sellers on or prior to the Payment Date. Any Contingent Consideration payable to the Sellers shall be allocated between the Sellers with regard to their respective Proportion of Initial Consideration or as otherwise notified to the Buyer in writing by the Sellers’ Representative at least five (5) Business Days prior to a Payment Date and shall be satisfied: