Post-Closing Contingent Payments Sample Clauses

Post-Closing Contingent Payments. Subject to the terms and conditions herein, including the preference provided to the holders of Company Preferred Stock set forth in Section 2.04(d), after the Second Effective Time all of the following payments (collectively, the “Post-Closing Contingent Payments”) will be distributed to Participating Holders in accordance with their Pro-Rata Shares as set forth on the Consideration Spreadsheet:
View SourceView Similar (2)
Post-Closing Contingent Payments. After the Closing, the Buyer Earnout Payment and the Sellers Earnout Payment, as applicable, shall be made upon the terms and subject to the conditions set forth in Exhibit A hereto. Buyer, the Company and Sellers intend to treat all Buyer Earnout Payments as consideration to Sellers in exchange for the Common Stock and not as compensation for services, and further agree that they shall file all reports, Tax or otherwise, consistently with such intent.
View SourceView Similar (2)
Post-Closing Contingent Payments 
View Source

Related to Post-Closing Contingent Payments

  • Contingent Payments (a) In addition to the Purchase Price to be paid at Closing, upon satisfaction of the conditions set forth in this Section 5, Buyer will make payments ("Contingent Payments") to Seller based upon 10% of the gross receipts as accrued by Buyer that exceed $7,500,000 during an Earnout Period (the "Annual Threshold") as a result of the sale of products and services that use or are based, in whole or in part, on the intellectual property transferred by Seller to Buyer (the "Ongoing Business"). An "Earnout Period" is a 12-month period. The first Earnout Period will commence on the first day of the calendar month following the Closing Date. The Contingent Payment may be payable for up to five Earnout Periods. The maximum amount of Contingent Payment payable by Buyer to Seller, during all Earnout Periods together, is $2,200,000. (b) Subject to the credit described in the last sentence of this Section 5(b) and the aggregate maximum amount described in Section 5(a), the Contingent Payments following the Closing Date, will be made in cash on a quarterly basis during the first three quarters of each Earnout Period using $1,875,000 as the quarterly threshold gross revenue target. The amount of the final quarterly payment will be determined using the Annual Threshold and the actual annual gross revenues during such Earnout Period and will subtract any quarterly payments previously made for such year. If at the end of each Earnout Period (other than the first Earnout Period) it is determined that the sum of the quarterly payments for such Earnout Period exceeds the actual payment due as determined on an annual basis ("Excess Payments"), such Excess Payments may be retained by the Seller, but will be credited against amounts due in future Earnout Periods. (c) The Contingent Payment, if any, due to Seller for the first quarterly period of the first Earnout Period shall be paid to Seller. The first $200,000 of Contingent Payments due to Seller for the second and subsequent quarterly periods (the "Holdback Amount") will be held by Buyer in a segregated interest bearing account and may be unconditionally released, upon five (5) days advanced written notice to Seller describing such liabilities, to compensate Buyer for any liabilities of Seller to Buyer under this Agreement and to compensate Buyer for any Excess Payments made during the first Earnout Period. The amount, if any, of the Holdback Amount remaining at the end of the ninth earnout quarter will be paid to Seller on such date. (d) In the event the net working capital as of the Closing Date of the Ongoing Business is less than $(658,000) (the "Target Number"), then Buyer shall be entitled to offset the amount of the difference against any Contingent Payments payable in accordance with this Section 5, thereby reducing the Contingent Payments payable and the maximum amount of Contingent Payments payable by the difference. In the event the net working capital as of the Closing Date is more than the Target Number, then Seller shall be entitled to an increase in the amount of the Contingent Payments payable at the end of the first Earnout Period in accordance with this Section 5 equal to the amount in excess of the Target Number, thereby increasing the maximum amount of Contingent Payments payable by the difference. Net working capital shall be the sum of accounts receivable and inventory minus accounts payable, accrued liabilities, and unearned revenue. (e) Any amounts paid by Buyer to Seller hereunder shall be used first to satisfy any claims for payment made by any third party against Seller.

  • Contingent Payment (a) In the event that Purchaser consummates a Change of Control Transaction prior to the second anniversary of the Closing Date (a “Qualifying Sale Transaction”), then Seller shall be entitled to receive a payment in an amount equal to twenty percent (20%) of the Net Sale Proceeds, valuing any non-cash consideration included in the Net Sale Proceeds at fair market value (as determined in good faith by the board of directors of Purchaser) (such payment, the “Contingent Payment”), payable in accordance with the provisions of this Section 2.7. (b) No later than five (5) days following the final determination of the Qualifying Sale Proceeds pursuant to the post-closing purchase price adjustment provisions of the definitive agreement for such Qualifying Sale Transaction (the “Qualifying Sale Agreement”) Purchaser shall deliver to Seller, along with reasonable supporting documentation, a statement setting forth in reasonable detail Purchaser’s good faith calculation of the Net Sale Proceeds and the resulting Contingent Payment (the “Contingent Payment Statement”). Purchaser’s calculation of the Contingent Payment set forth in the Contingent Payment Statement shall be final and binding for all purposes of this Agreement unless Seller delivers to Purchaser a written objection to such calculation within twenty (20) days following the date of delivery of the Contingent Payment Statement setting forth in reasonable detail Seller’s basis for its objection. In the event that Seller timely submits any such written objection, then Purchaser and Seller shall negotiate in good faith to resolve their dispute with respect to the calculation of the Contingent Payment; provided, that if such dispute is not resolved within twenty (20) days after delivery of such written objection, then the dispute resolution provisions of Section 2.4(b) shall apply, mutatis mutandis. (c) No later than three (3) Business Days after final determination of the amount of the Contingent Payment pursuant to Section 2.7(b), Purchaser shall pay to Seller the Contingent Payment by wire transfer of immediately available funds to the bank account designated by Seller at least one (1) Business Day prior to the end of such three (3) Business Day period; provided, that in the event that any portion of the consideration to be received by Cerberus pursuant to such Qualifying Sale Transaction (i) is subject to any escrow, holdback or other contingency, then the proportionate amount of the Contingent Payment shall be withheld and not paid to Seller unless, until and only to the extent that such portion of Cerberus’s consideration is released to Cerberus from any such escrow or holdback, or such contingency lapses or is satisfied (or any portion of the amounts withheld in respect of such contingency is distributed to the limited partners or other investors of Cerberus), as applicable, and (ii) is non-cash consideration, then the Contingent Payment shall be made in the same proportion of cash and non-cash consideration as the proportion of cash and non-cash consideration comprising the Qualifying Sale Proceeds; provided further that, to the extent receipt of any non-cash consideration would cause Seller or any of its Affiliates to be bound by, or otherwise subject to, any noncompetition, nonsolicitation or other material restrictive covenant (other than a customary confidentiality covenant, and expressly excluding any shareholder restrictions on transfer that apply equally to Cerberus), Seller instead shall be entitled to receive from Purchaser cash with a value equivalent to such non-cash consideration, valuing such non-cash consideration at fair market value (as determined in good faith by the board of directors of Purchaser). (d) Notwithstanding anything to the contrary in this Section 2.7 or otherwise, but subject to any rights Seller or any of its Affiliates may have under the Ancillary Agreements, (i) Seller shall have no rights with respect to any Change of Control Transaction, Qualifying Sale Transaction or Qualifying Sale Agreement (including, without limitation, no information rights or rights to object or consent to any such transaction or agreement) other than the rights expressly set forth herein to receive the Contingent Payment if and when payable pursuant to the terms of this Section 2.7 and (ii) Purchaser shall not be permitted in connection with any Qualifying Sale Transaction to bind Seller or any of its Affiliates to sell any equity interests to, or to make any agreement, covenant or restriction with or in favor of, any third party.

  • License Contingent Upon Payment While you may exercise the rights licensed immediately upon issuance of the license at the end of the licensing process for the transaction, provided that you have disclosed complete and accurate details of your proposed use, no license is finally effective unless and until full payment is received from you (either by publisher or by CCC) as provided in CCC's Billing and Payment terms and conditions. If full payment is not received on a timely basis, then any license preliminarily granted shall be deemed automatically revoked and shall be void as if never granted. Further, in the event that you breach any of these terms and conditions or any of CCC's Billing and Payment terms and conditions, the license is automatically revoked and shall be void as if never granted. Use of materials as described in a revoked license, as well as any use of the materials beyond the scope of an unrevoked license, may constitute copyright infringement and publisher reserves the right to take any and all action to protect its copyright in the materials.

  • Post-Closing Payments (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Manager in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Manager as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Manager based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Manager on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Manager on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

  • Earn-Out Payment If, during the period beginning January 1, 2022 and ending on December 31, 2022 (the “Earn-Out Period”), the Group Companies achieve certain Adjusted EBITDA targets as set forth in this Section 2.6.1 (the “Earn-Out Milestone”), then Buyer shall pay, or cause to be paid, to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) (the “Earn-Out Payment”), which shall be payable in accordance with Section 2.6.2. The Earn-Out Payment shall be calculated as follows: (a) If the Adjusted EBITDA of the Group Companies during the Earn-Out Period is less than the Earn-Out Threshold, the Earn-Out Payment shall be zero dollars ($0); and (b) If during the Earn-Out Period, the Group Companies achieve an Adjusted EBITDA (i) equal to or greater than the Earn-Out Target, the Earn-Out Payment shall be $50,000,000 (subject to the proviso in Section 2.6.1(c)); or (ii) less than the Earn-Out Target, but greater than the Earn-Out Threshold, the Earn-Out Payment shall be an amount equal to the product of: (A) $50,000,000 (subject to the proviso in Section 2.6.1(c)) multiplied by (B) a fraction (1) the numerator of which shall be the amount by which the Adjusted EBITDA achieved exceeds the Earn-Out Threshold and (2) the denominator of which shall be an amount equal to the Earn-Out Target minus the Earn-Out Threshold. (c) Notwithstanding anything to the contrary, in no event shall the Earn-Out Payment exceed $50,000,000; provided, that the amount of the Earn-Out Payment will be increased by the lesser of (i) the amount of the final calculation of Accrued Income Taxes solely with respect to clause (g) of the definition of Accrued Income Taxes and (ii) the product of (y) the amount of the Earn-Out Compensatory Payment (if any) and (z) 26%. For the avoidance of doubt, an illustrative example of the calculation of Adjusted EBITDA is set forth on Exhibit B-1.