Future Consideration Clause Samples

Future Consideration. Prior to the Future Consideration Distribution Date, and subject to Parent's right of set-off under section 6.9(e), Parent shall not permit and shall not permit any of its Affiliates to, transfer, sell, or otherwise dispose of the Search Common Stock (other than transfers to Parent or any of its Affiliates). No later than ten (10) business days after the Future Consideration Distribution Date, and subject to Parent's right of set-off under section 6.9(e), Parent shall deliver the Per Share Future Consideration (or an amount in cash equal to the value of the Search Common Stock to have been distributed) to any Person entitled, pursuant to Section 4.1(a) of this Agreement, to receive the Per Share Future Consideration; provided, however, that if Parent determines in good faith that the aggregate value of the Search Common Stock owned by Parent or any of its Affiliates (excluding any shares of Search Common Stock acquired by Parent pursuant to its right of set-off under section 6.9(e)) is less than $10,000 on the Future Consideration Distribution Date, Parent shall have no obligation to make such distribution.

Future Consideration. (a) In addition to payment of the Closing Consideration in accordance with the terms of this Agreement, when any Future Consideration becomes payable in accordance with the terms of Exhibit A, Buyer shall make payment within the applicable time period set forth in Exhibit A of such Future Consideration to the Company Stockholders based on their Pro Rata Share. (b) The right of the Company Stockholders to receive any portion of the Future Consideration (i) is solely a contractual right, will not be evidenced by a certificate and does not constitute a security, or other instrument, (ii) may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than upon written notice to ▇▇▇▇▇▇▇ pursuant to a Permitted Transfer, and (iii) does not give the Company Stockholders any right to receive interest payments. There is no guaranty or other assurance of any kind that any Future Consideration will be payable hereunder. For purposes of this Agreement, “Permitted Transfer” means: (A) a transfer on death by will or intestacy, (B) a transfer by instrument to an inter vivos or testamentary trust for beneficiaries upon the death of the trustee, (C) a transfer made pursuant to a court order of a court of competent jurisdiction (such as in connection with divorce, bankruptcy or liquidation), (D) a transfer by a partnership or limited liability company through a distribution to its partners or members, as applicable, in each case without consideration or (E) a transfer made by operation of law (including a consolidation or merger) or as pursuant to the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity.

Future Consideration. When the consideration of two sides must move for a future date, one calls ‘the future consideration’ or ‘the executory consideration’. One composes of a promises exchange and each promise is a consideration for other. 2.4 To consideration must be ‘something of the value’: The essential room and it is last one of the valid consideration that must be 'something' to which the law annexes a value. The consideration will not of adapted to the promise of the validity of an agreement. 3. The conclusion Consideration is a benefit that must be counted between the parties and is the essential reason of a party that does a contract. The consideration must be of the value and is exchanged for the realization or the promise of the realization for another party (such a realization itself is a consideration). In a contract, a consideration (given thing) is exchanged for another consideration. The laws that are illegal or so immoral that they are against the established public politics they cannot serve of the consideration of compulsory contracts. The contracts can be not executory or rescindables for the failure of the consideration when the wanted consideration is to be worthwhile less than waited, it is damaged or is destroyed, or the realization is not done properly. The laws that are illegal or so immoral that they are against the established public politics they cannot serve of the consideration of compulsory contracts. Without legal consideration it is not significant forvalid contract. The contract considered many essential elements and the legal consideration is the integrant part or the element of a valid contract. Which Legal consideration follows some rule then we call the good consideration. But some exceptions to the rule – No consideration, No contract. In the English law a contract below the stamp is compulsory without consideration. The author can be got at: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ number of ISBN: 978-81-928510-1-3 Comments: To suggest that his Article using our online form Clicks here the Note* only we accept Original Articles, we will not accept Articles already Published in other sites web. For Contact of additional Details: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ What is the signification of the consideration in a contract? English law of AnswerIn, a promise must take care, in exchange, of the promiser's consideration in order that binding agreement becomes a promise not executory otherwise in one legally. The definition of what constitutes the consi...

Future Consideration. The teacher, who elects retirement incentive, agrees that in the future he/she will not seek to be rehired by the District in any future continuing certified teaching contract.

Future Consideration. As additional consideration for Zenith's assumption of the Insurance Liabilities hereunder, each of the Insurance Subsidiaries shall transfer (i) to Zenith as additional reinsurance premiums an amount equal to one percent (1%) of the direct gross premiums written by such Insurance Subsidiary on or after the Effective Date with respect to such Insurance Subsidiary's Insurance Contracts and (ii) to the Trustee for deposit in the appropriate Trust Account thirty-three percent (33%) of any direct gross premiums written in excess of the Expected Amount by such Insurance Subsidiary on or after the Effective Date with respect to the Insurance Contracts.

Future Consideration. As further additional consideration for the Purchased Shares, the Sellers will also be entitled to receive up to $2,000,000 in contingent payments (the “Earnout Payments”) over the three year period following the Closing (the “Earnout Period”). Earnout Payments shall be due on the achievement of the Revenue and EBITDA targets set forth below over any of the three twelve month periods running from January 1 to December 31 following the Closing (each, an “Earnout Year”), provided that the Parties agree that the calculation of Revenue and EBITDA in the first Earnout Year shall be completed on a pro forma basis, comprised the Company’s historical performance from January 1, 2014 through the Closing Date, combined with the Company’s actual performance from the Closing Date through to December 31, 2014. (a) Level One Earnout Payments. Up to $1,000,000 of the Earnout Payments shall be due and payable to the Sellers on achieving the following Revenue and EBITDA targets during each and any of the three Earnout Years following the Closing: (i) Tier 1. Revenue of $7.9 million and EBITDA of $1.0 million—Earnout Payment of $333,334; (ii) Tier 2. Revenue of $9.0 million and EBITDA of $1.2 million—Earnout Payment of an additional $333,333, for a total of $666,667; and (iii) Tier 3. Revenue of $10.0 million and EBITDA of $1.4 million—Earnout Payment of an additional $333,333, for a total of $1,000,000.

Future Consideration. It must not be illegal or void or impossible to perform. • It must be real, not illusionary. Consideration can be tangible or intangible-e.g. Performance of service like teaching, labour.

Future Consideration. (a) The aggregate consideration for the Remaining Transferred Equity Interests to be sold, conveyed, transferred, assigned and delivered to the Buyer at each Remaining Closing shall be an amount equal to the Future Consideration and at each Remaining Closing, the Buyer shall pay to each Seller his/her portion of the Future Consideration (if any) as set forth in Schedule 4.3(b). (b) Notwithstanding any other provisions of this Agreement: (i) the maximum aggregate Future Consideration which the Buyer shall be liable to pay to the Sellers Representative (or the Sellers) shall be $200 million, in the aggregate, and if the Sellers Representative (or the Sellers) have received Future Consideration of $200 million in aggregate, they shall not be entitled to receive any further Future Consideration for any reason whatsoever; (ii) the Buyer may at any time following the First Closing by written notice to the Sellers Representative require the Sellers to transfer to the Buyer all Remaining Transferred Equity Interests which have not already been sold, conveyed, transferred, assigned and delivered to the Buyer at a prior Remaining Closing (the “Relevant Remaining Equity Interests”) for an amount equal to $200 million less an amount equal to all Future Consideration (if any) previously paid to the Sellers (the “Remaining Amount”). Following receipt of such notice, the Sellers shall sell, convey, transfer, assign and deliver to the Buyer all such Relevant Remaining Equity Interests on the date specified in such notice for consideration equal to the Remaining Amount, whereupon the Sellers shall no longer be entitled to receive any further Future Consideration, the Sellers and Sellers Representative shall have no further rights under this Section 2.14, and the Buyer shall have no further obligations or liabilities under this Section 2.14; (iii) (A) if at any time after the First Closing, at a time when Sellers continue to hold any portion of the Remaining Transferred Equity Interests, a Person other than Buyer or its Affiliates (such Person (excluding Buyer or its Affiliates), a “Drag Purchaser”) seeks to effectuate a transaction or series of transactions (whether pursuant to a stock or asset sale, merger, consolidation, reorganization or other transaction) to control or acquire the Purchased Company by (a) directly acquiring a majority of its Equity Interests or a majority of its assets calculated based on the then current book value of the Purchased Company, or (b) ind...

Future Consideration. In consideration of the Lessee’s construction of a pantry on the Premises, the Lessor shall incorporate a pantry space of approximately the same size into future school planning that will result in Lessor construction or renovation activities. Upon completion of future Lessor construction or renovation activities, the Lessee shall retain the right to renew the Lease to operate a pantry at a newly constructed or renovated Premises on the same terms and conditions as set forth in this Lease.