Common use of Subsequent Transaction Clause in Contracts

Subsequent Transaction. In the event that, within twelve (12) months of the Closing Date, the Purchaser enters into a binding agreement with an unaffiliated third party that, as of the date of this Agreement, owns or operates general aviation fixed base operations, at multiple locations in the United States pursuant to which the Purchaser, directly or indirectly, will sell, transfer or convey all the equity ownership interests in Executive or all or substantially all of the assets of Executive to such unaffiliated third party (a "SUBSEQUENT TRANSACTION"), then Purchaser shall pay to the Shareholders an amount equal to fifty percent (50%) of the difference between the aggregate consideration, including the assumption of any indebtedness for borrowed money, paid to Purchaser for the Subsequent Transaction and the Purchase Price, net of fees, costs and expenses (other than taxes), Purchaser incurs or otherwise pays in connection with the transactions contemplated hereby and the Subsequent Transaction. If such aggregate consideration for the Subsequent Transaction is less than the Purchase Price, then no payment shall be due from the Purchaser to the Shareholders. Such payment, if any, shall be made to the Disbursement Agent upon the closing of the Subsequent Transaction. For purposes of this Agreement, any third party that is managed by an entity that is owned or controlled, directly or indirectly, by Macquarie Bank Limited shall be deemed affiliated with Purchaser.