Post-Closing Consideration Clause Samples
The Post-Closing Consideration clause defines the terms under which additional payments may be made after the initial closing of a transaction. Typically, this clause outlines specific conditions or performance targets—such as revenue milestones or cost savings—that, if met after closing, trigger further payments from the buyer to the seller. Its core practical function is to bridge valuation gaps and align incentives by tying part of the purchase price to future outcomes, thereby managing risk and ensuring both parties are committed to the ongoing success of the acquired business.
POPULAR SAMPLE Copied 1 times
Post-Closing Consideration. (a) During the six-month period beginning on the Closing Date (the “Earn-Out Period”), HSE shall, no later than thirty (30) days following the end of each calendar month included therein (beginning with the first full calendar month immediately following the Closing), prepare and deliver to the Representative, on behalf of Transferor and the Affiliated Transferors, a written calculation of Adjusted EBITDA for such immediately preceding calendar month (the “EBITDA Report”). In the event the Representative, on behalf of Transferor and the Affiliated Transferors, does not deliver written notice to HSE objecting to the calculation of Adjusted EBITDA set forth in the applicable EBITDA Report within ten (10) Business Days following receipt thereof, then the Representative, on behalf of Transferor and the Affiliated Transferors, shall be deemed to have accepted such EBITDA Report and waived any objection to the calculations of Adjusted EBITDA set forth therein. In the event the Representative, on behalf of Transferor and the Affiliated Transferors, deliver such a written objection notice to HSE within such ten (10) Business Days, the Parties shall work in good faith to resolve any such disputes. In the event any such disputes are not resolved by the Parties within thirty (30) days, such dispute shall be referred to the Referee who shall resolve any such dispute. The Referee shall be provided such work papers and other documents and information relating to the dispute as are reasonably requested by the Referee (subject to any confidentiality agreement required by HSE). The Referee shall be instructed to make his determination within thirty (30) days of submittal thereto. The decision of the Referee, absent manifest error, shall be binding on the Parties.
(b) In the event the Adjusted EBITDA in any single calendar month during the Earn-Out Period (as finally determined pursuant to Section 2.3(a) above) exceeds Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($3,333,333), then HSE shall cause to be paid to Transferor and the other Affiliated Transferors (pro rata in accordance with the percentages set forth on Section 2.3 of the Transferor Disclosure Schedule) an aggregate amount in cash equal to (i) the amount by which the highest monthly Adjusted EBITDA during the Earn-Out Period exceeds Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($3,333,333) times (ii) Seventy-Two (72) (the “Actual Ear...
Post-Closing Consideration. (a) In addition to the Closing Payment, DSI will be entitled to additional consideration (the “Post Closing Consideration”) on the terms and conditions set forth in this Section 3.4 and in Schedule 3.4. For the avoidance of doubt, any Post Closing Consideration due under this Section 3.4 will be payable to DSI, and no portion of the Post Closing Consideration will be payable to DSI Limited.
(b) No later than 60 days after the end of the 2017 calendar year, Buyers will deliver to the Continuing Shareholders a calculation, together with reasonable supporting documentation, of the 2017 Fee Revenue (as defined in Schedule 3.4). Buyers will make available to the Continuing Shareholders all books and records maintained by Buyers as the Continuing Shareholders may reasonably require in order for the Continuing Shareholders to review and confirm Buyers’ calculation of 2017 Fee Revenue. Unless the Continuing Shareholders dispute Buyers’ determination of the 2017 Fee Revenue in writing within 30 days after Buyers’ calculation is delivered, Buyers’ calculation will be conclusive and binding on all of the Parties and may not be later disputed pursuant to Section 3.4(d). If the Continuing Shareholders timely dispute Buyers’ calculation of 2017 Fee Revenue, Buyers and the Continuing Shareholders will endeavor in good faith to resolve such dispute as promptly as practicable. Any such dispute that is not resolved prior to the time that Buyers deliver the calculation required by this Section 3.4 may be included by the Continuing Shareholders in a Dispute Notice, in which case it will be resolved under the procedures set forth in Sections 3.4(d) and 3.3(b) of the Agreement.
(c) No later than 60 days after the end of the 2018 calendar year, Buyers will prepare and deliver to the Continuing Shareholders a calculation, together with reasonable supporting documentation, of the amount, if any, of Post Closing Consideration payable by Buyers. Unless the Continuing Shareholders dispute Buyers’ determination of the Post Closing Consideration in accordance with the provisions of Section 3.4(d), Buyers’ determination will be conclusive and binding upon all Parties, absent manifest error. Buyers will make available to the Continuing Shareholders all books and records maintained by Buyers as the Continuing Shareholders may reasonably require in order for the Continuing Shareholders to review and confirm Buyers’ calculation of Post Closing Consideration.
(d) In the event that the Contin...
Post-Closing Consideration. As further consideration for the purchase of the shares of Company Common Stock from each respective Shareholder, GroupMAC shall deliver to such Shareholder the post-closing consideration described below (when aggregated with the consideration to be issued to all the other Shareholders pursuant to this Section 1.3.3, the "Post-Closing Consideration"):
(a) Within sixty (60) days after December 31, 1999, GroupMAC shall issue to such Shareholder, and shall deliver stock certificates duly registered in the name of such Shareholder representing, that number of shares of GroupMAC Common Stock equal to the product of (i) the quotient of (A) two times the Period One Excess Earnings, divided by (B) the Average Closing Price for December 31, 1999, multiplied by (ii) the percentage set forth opposite such Shareholder's name on Schedule 2.3 under the heading "Ownership Percentage"; and
(b) Within sixty (60) days after December 31, 2000, GroupMAC shall issue to such Shareholder, and shall deliver stock certificates duly registered in the name of such Shareholder representing, that number of shares of GroupMAC Common Stock equal to the product of (i) the quotient of (A) two times the Period Two Excess Earnings, divided by (B) the Average Closing Price for December 31, 2000, multiplied by (ii) the percentage set forth opposite such Shareholder's name on Schedule 2.3 under the heading "Ownership Percentage". As used in this Agreement, the terms:
Post-Closing Consideration. Payable at the latest on April 7, 2014, a payment of cash or a number of shares of Parent Common Stock pursuant to Section 2.10 (the “Post-Closing Consideration”).
Post-Closing Consideration. After the Closing Date, Purchaser will pay to Seller the following cash amounts (the “Post-Closing Consideration”):
(i) On [***], Purchaser will pay to Seller $[***].
(ii) On [***], Purchaser will pay to Seller $[***].
(iii) On the [***] anniversary of the Closing Date, Purchaser will pay to Seller $[***].
(iv) [***], Purchaser will pay to Seller $[***]. Notwithstanding anything to the contrary set forth in this Agreement, if a Qualified Integral Financing occurs prior to [***], then Purchaser will pay Seller all Post-Closing Consideration payments that have not yet been paid as of the date of closing of such Qualified Integral Financing within [***] following such closing.
Post-Closing Consideration. (a) On or prior to the later of the second anniversary of the Closing Date and January 15, 2025, the Company Equityholders may become entitled to additional cash consideration of up to $300,000,000 (the “Post-Closing Consideration”) on the terms set forth in Schedule 2.7 hereto.
(b) The Company Equityholder Representative acknowledges and agrees: (i) Buyer shall have the right to own, operate, use, license, develop and otherwise Commercialize the assets of the Company in any way that Buyer deems appropriate in its sole discretion, (ii) Buyer does not have any obligation, expressed or implied, to own, operate, use, license, develop or otherwise Commercialize the assets of the Company in order to maximize or expedite the payments described in Schedule 2.7, including any obligation to pursue particular business opportunities, engage in particular advertising or marketing campaigns or otherwise, (iii) Buyer shall owe no duty, as a fiduciary or otherwise, to the Company Equityholder Representative or the Company Equityholders in connection with its operation of the Company or its assets following the Closing, (iv) there is no assurance that the Company Equityholder Representative or the Company Equityholders will receive any Post-Closing Contingent Consideration, (v) (A) Buyer has not, prior to or after the date hereof, promised or projected any amounts to be received by the Company Equityholder Representative or the Company Equityholders in respect of any Post-Closing Contingent Consideration, (B) the Company Equityholder Representative is not relying on nor has relied on any promises, projections, representation or warranty of any kind or other information, documents or materials (or absence thereof) in respect of any payments described in Schedule 2.7, including with respect to the operation of the Company and the Company’s assets following the Closing and (C) the Company Equityholder Representative hereby (x) disclaims reliance on any such promises, projections, representations, warranties or other information, documents or materials (or absence thereof), (y) understands and agrees that any such promises, representations, warranties, projections and other information, documents and materials (or absence thereof) are specifically disclaimed by Buyer and (z) waives any right it may otherwise have with respect to any such promises, projections, representations, warranties or other information, documents or materials (or absence thereof), and (vi) the parties h...
Post-Closing Consideration. The Selling Equity Holder shall be entitled to receive up to 20,309,723 additional shares of Parent Common Stock in connection with the achievement of certain milestone events (the “Milestone Events”) in accordance with this Article II. Following approval of the Amendment to Parent Charter by the Parent stockholders at the Parent Special Meeting, Parent shall reserve 20,309,723 shares of Parent Common Stock for issuance to the Selling Equity Holder in accordance with this Article II (the “Post-Closing Parent Stock Consideration”). The Post-Closing Parent Stock Consideration shall be subject to reduction and offset as set forth in Section 10.5 herein.
Post-Closing Consideration. (a) During the six-month period beginning on the Closing Date (the “Earn-Out Period”), HSE shall, no later than thirty (30) days following the end of each calendar month included therein (beginning with the first full calendar month immediately following the Closing), prepare and deliver to the Representative, on behalf of Transferor and the Affiliated Transferors, a written calculation of Adjusted EBITDA for such immediately preceding calendar month (the “EBITDA Report”). In the event the Representative, on behalf of Transferor and the Affiliated Transferors, does not deliver written notice to HSE objecting to the calculation of Adjusted EBITDA set forth in the applicable EBITDA Report within ten (10) Business Days following receipt thereof, then the Representative, on behalf of Transferor and the Affiliated Transferors, shall be deemed to have accepted such EBITDA Report and waived any objection to the calculations of Adjusted EBITDA set forth therein. In the event the Representative, on behalf of Transferor and the Affiliated Transferors, deliver such a written objection notice to HSE within such ten
Post-Closing Consideration. If the merger of Newco with and into Capital (the "Merger"), as specified and provided for under the Acquisition Agreement and the Plan of Merger, becomes effective, each holder of shares of the common stock, no par value, of Capital ("Capital Common Stock") whose shares are converted into shares of the common stock, par value $1.00 per share, of AFC ("AFC Common Stock") upon consummation of the Merger (each such, a "Holder;" collectively, the "Holders"), and the successors of such Holder (any such, a "Successor"), may also receive from GFN and AFC (collectively, the "Purchaser"), in periods following such consummation and in addition to the consideration received by the Holder upon such consummation (the "Closing Consideration"), certain additional consideration as provided in this Agreement (the "Post-Closing Consideration"), if the conditions set forth herein are satisfied during such subsequent periods.
Post-Closing Consideration. (a) If the average closing sales price of GST Common Stock for the Measurement Period (as hereinafter defined) is less than $12.50 per share, then up to 114,489 shares of GST Common Stock shall be distributed to the Sellers as promptly as practicable after the end of the Measurement Period pursuant to Section 1.7(c) as the "Post-Closing Consideration". The precise number of shares of GST Common Stock which shall constitute the Post-Closing Consideration shall be equal to: (i) the difference between (x) $12.50, and (y) the greater of the average closing sales price of GST Common Stock for the Measurement Period and $11.25, (ii) divided by 1.25, (iii) times 114,489.