Payment of Deferred Consideration Sample Clauses
The Payment of Deferred Consideration clause sets out the terms under which a portion of the purchase price or compensation is paid at a later date rather than upfront. Typically, this clause details the schedule, conditions, and method for making these future payments, such as tying them to the achievement of certain milestones or the passage of time. Its core function is to provide flexibility in financial arrangements, allowing parties to manage risk and cash flow by spreading payments over a defined period.
Payment of Deferred Consideration. (a) If the Next Round Funding is scheduled to close prior to the Deadline, the Company shall notify the Seller and the Purchaser of the Deferred Per Share Price in writing at least 10 (ten) days prior to closing of the Next Round Funding.
(b) On the Deferred Consideration Payment Date, the Purchaser shall pay the pending Deferred Consideration to the Seller by way of wire transfer into the Seller’s Designated Account.
(c) The Seller hereby acknowledges that payment of the Completion Date Consideration and Deferred Consideration, after the deduction of Withholding Taxes, if any, into the Seller’s Designated Account in the manner set out in Clauses 2.5, 4.5 and in this Clause 4.6, shall constitute full and final discharge of the Purchaser’s obligation to pay the Consideration for the Sale Shares.
Payment of Deferred Consideration. (a) Subject to Section 2.6(c), Seller shall be eligible to receive an amount of consideration equal to 20% of the Final Purchase Price as compensation (the “Deferred Consideration”), which shall be paid (or issued, as applicable) in the installments and on the dates set forth below (each such installment, a “Deferred Consideration Installment,” and each such installment date, a “Deferred Consideration Installment Date”), in each case, by either or any combination of, as determined in Parent’s sole discretion, (1) a wire transfer of immediately available funds to the account(s) designated by Seller in the Estimated Closing Statement (or such other account(s) as Seller may designate to Buyer in writing at least five (5) Business Days prior to the applicable Deferred Consideration Installment Date) or (2) the issuance by Parent of an aggregate number of shares of Parent Common Stock (rounded to the nearest whole share) equal to (x) the amount of the applicable Deferred Consideration Installment being paid in Parent Common Stock divided by (y) the closing price per share of Parent Common Stock on the Nasdaq Capital Market, or any other national securities exchange on which the shares of Parent Common Stock are then traded, on the last trading day immediately prior to the applicable Deferred Consideration Installment Date:
(i) an amount equal to fifty percent (50%) of the Deferred Consideration shall be paid (or issued, as applicable) within five (5) Business Days following the first anniversary of the Closing Date;
(ii) an amount (the “Second Deferred Consideration Installment”) equal to (x) fifty percent (50%) of the Deferred Consideration multiplied by (y) the quotient obtained by dividing (A) the total number of calendar days following the Closing Date through December 31, 2026 (the “Second Deferred Consideration Installment Date”) by (B) the total number of calendar days following the Closing Date through the second anniversary of the Closing Date (the “Third Deferred Consideration Installment Date”), which such amount shall be paid (or issued, as applicable) on the Second Deferred Consideration Installment Date; and
(iii) an amount equal to (x) fifty percent (50%) of the Deferred Consideration less (y) the Second Deferred Consideration Installment, which such amount shall be paid (or issued, as applicable) within five (5) Business Days following the Third Deferred Consideration Installment Date.
(b) All such Parent Common Stock comprising any Deferred Con...
Payment of Deferred Consideration. On the tenth business day after each Report is delivered to the Acquiree Shareholders (or, if there is a dispute regarding any aspect of the Report, after such dispute is finally resolved), RCM shall deliver the applicable portion of the Deferred Consideration to the Acquiree Shareholders according to the Shareholder Percentages; provided, however, that in the event the NOI of Acquiree (as finally determined by agreement of the parties or pursuant to Section 2.4(d) hereof) is less than $1,000,000 for the applicable year, then the amount of the Deferred Consideration payable to Acquiree Shareholders for such year shall be reduced by $5.00 for each $1.00 that the NOI of Acquiree is less than $1,000,000.
Payment of Deferred Consideration. As further consideration for the sale of the Shares, the Sellers shall be entitled to the following payments in addition to the payment to be made at Completion in accordance with Clause 3 (such payments to be divided between the Sellers pro rata on the basis of their shareholding in the Company as set out in column 3 of Schedule 1):
Payment of Deferred Consideration. The Parties acknowledge the issuance by MLP to SET of the Deferred Consideration in accordance with its right to receive it pursuant to Section 2.17.
Payment of Deferred Consideration. (a) For purposes of this Agreement, the following terms shall have the following meanings:
Payment of Deferred Consideration. 2.1 The Buyer shall pay to the Seller in each case in accordance with paragraph 6, the Year 1 Payment on the Year 1 Payment Date, the Year 2 Payment on the Year 2 Payment Date and the Year 3 Payment on the Year 3 Payment Date.
2.2 If the Buyer exchanges contracts in respect of a sale of the entire issued share capital of the Company or the whole or substantially the whole of the HPI Business to a third party not connected with the Buyer or the Buyer’s Group on or before 31st December 2011 (“Sale”), then, subject to such Sale having completed, the Buyer will become liable to make the following payments to the Seller in accordance with this Schedule:
(a) if a contract in respect of a Sale is exchanged on or before 31st December 2009, the sum of £2.4 million (being 50% of the maximum amount of Deferred Consideration);
(b) if a contract in respect of a Sale is exchanged on or before 31st December 2010, but after 31st December 2009, a sum (“x”) calculated as follows: x = A x £3.6 million where “A” = Year1Payment expressed as a percentage Provided that, if having applied the formula set out in this paragraph 2.2(b), x equals zero but the EBITDA Increase is equal to or greater than 10% then x will be £500,000.
(c) if a contract in respect of a Sale is exchanged on or before 31st December 2011 but after 31st December 2010, a sum (“y”) calculated as follows: y = B x £2.16 million where “B” = Year1Payment + Year2Payment expressed as a percentage
£1. 2million + £1.44million Provided that, if having applied the formula set out in this paragraph 2.2(c), y equals zero but the EBITDA Increase is equal to or greater than 10% then y will be £500,000.
2.3 Notwithstanding any provision of this Agreement, save as adjusted by clause 13.12 the Purchase Price (excluding interest payable on the Guaranteed Loan Note) shall not exceed £83,105,700 in aggregate and accordingly:
(a) the Year 1 Payment shall not exceed £1,200,000;
(b) the Year 2 Payment shall not exceed £1,440,000; and
(c) the Year 3 Payment shall not exceed £2,160,000.
Payment of Deferred Consideration. The Buyer shall:
Payment of Deferred Consideration. 4.1 Payment and satisfaction of the Deferred Consideration shall be made within 5 Business Days of the later of:
4.1.1 the Company notifying IA of completion by the Company or any Subsidiary of an Asset Disposal and certifying the amount of the Asset Disposal Consideration, or within 5 Business Days of determination of the Asset Disposal Consideration in accordance with paragraph 3.2.2 above (as appropriate) which, in either case, results in the Asset Realisation Value meeting or exceeding the Deferred Consideration Threshold; and
4.1.2 six months after the publication of the Company’s accounts for the year ending 31 December 2007, Provided that if all of the Assets are not disposed of within the Deferred Consideration Period, any Deferred Consideration shall be paid within 5 Business Days of the Asset Realisation Value being determined by the Company in accordance with this Schedule 2.
4.2 The Deferred Consideration shall be satisfied in cash and IA shall procure that an amount equal to the Deferred Consideration shall be paid by telegraphic transfer by CHAPS Company at such bank accounts of the Company and Baltimore Bermuda as the Company may specify.
4.3 Any Deferred Consideration to be paid to the Company pursuant to this Schedule 2 is subject to the provisions of clause 8.8 of this Agreement. See Appendix 1 £ 10,315,914
Payment of Deferred Consideration. (a) Subject to adjustment pursuant to Section 2.06 below, the Purchaser shall pay to each Management Shareholder 25% of the Deferred Cash Consideration set forth opposite such Management Shareholder's name on EXHIBIT C, on each of the following dates (each a "PAYMENT DATE"):
(A) 135 calendar days after the Closing Date;
(B) 270 calendar days after the Closing Date;
(C) 405 calendar days after the Closing Date; and
(D) 540 calendar days after the Closing Date;