Valuation Adjustment. (a) In the event that, on the fifty-four month anniversary of the date hereof, Cartesian, the Purchaser and their Affiliates have, in the aggregate, but without duplication, realized a Return on Investment of greater than three and one-half times (3.5x) the Purchase Price (the “Threshold Amount”), Cartesian shall pay to the Company pursuant to Section 2.5(b) an amount equal to the sum of: (A) 30% of all cash amounts that have been actually received by Cartesian, the Purchaser and their Affiliates in excess of the Threshold Amount as of such date; and (B) 30% of any [Redacted: relates to the identification of a third party in violation of confidentiality provisions or is otherwise seriously prejudicial to the interests of the issuer] Contingent Payment Amount paid by the Company to the applicable Purchaser following the date on which the Threshold Amount is attained. (b) Any amounts payable to the Company pursuant to Section 2.5(a) shall be payable by Cartesian, the applicable Purchaser or any of their Affiliates (y) in cash, or (z) by deducting the applicable amount from the then outstanding balance of the Convertible Note as elected by Cartesian in its sole discretion. Cartesian and the Company shall be entitled to attribute the amounts payable to the Company pursuant to Section 2.5(a) to one or more of the Convertible Notes, Purchased Assets, or Contingent Payment Rights in such proportions and amounts as they mutually agree, in writing, prior to the attribution of any such amounts. (c) Cartesian shall provide the Company with access to information and Cartesian personnel, in each case at the Company’s sole costs and expense, that is reasonably necessary for the Company to confirm the Return on Investment; provided, however, that the foregoing shall not require Cartesian, the Purchaser or any of their respective Affiliates to violate any agreement (whether oral or written), constitutive document or applicable law, in each case as determined solely and in good faith by Cartesian. (d) Within ten days of the end of each calendar quarter, Cartesian shall provide the Company with notice of any transfer or other cash realization involving the Convertible Notes, Note Shares, Purchased Assets or interest in any subsidiary of a Purchased Asset Affiliate along with the name and contact information of the transferee in order to allow the Company to confirm the current holdings of Cartesian and any Purchaser and calculate the Return on Investment. If no such transfer or realization occurs in any calendar quarter, Cartesian shall not be obligated to provide the Company with the foregoing notice.
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Valuation Adjustment. (a) In the event that, on the fifty-four month anniversary of the date hereof, Cartesian, the Purchaser and their Affiliates have, in the aggregate, but without duplication, realized a Return on Investment of greater than three and one-half times (3.5x) the Purchase Price (the “Threshold Amount”), Cartesian shall pay to the Company pursuant to Section 2.5(b) an amount equal to the sum of: (A) 30% of all cash amounts that have been actually received by Cartesian, the Purchaser and their Affiliates in excess of the Threshold Amount as of such date; and (B) 30% of any [Redacted: relates to the identification of a third party in violation of confidentiality provisions or is otherwise seriously prejudicial to the interests of the issuer] Volvo Contingent Payment Amount paid by the Company to the applicable Purchaser following the date on which the Threshold Amount is attained.
(b) Any amounts payable to the Company pursuant to Section 2.5(a) shall be payable by Cartesian, the applicable Purchaser or any of their Affiliates (y) in cash, or (z) by deducting the applicable amount from the then outstanding balance of the Convertible Note as elected by Cartesian in its sole discretion. Cartesian and the Company shall be entitled to attribute the amounts payable to the Company pursuant to Section 2.5(a) to one or more of the Convertible Notes, Purchased Assets, or Contingent Payment Rights in such proportions and amounts as they mutually agree, in writing, prior to the attribution of any such amounts.
(c) Cartesian shall provide the Company with access to information and Cartesian personnel, in each case at the Company’s sole costs and expense, that is reasonably necessary for the Company to confirm the Return on Investment; provided, however, that the foregoing shall not require Cartesian, the Purchaser or any of their respective Affiliates to violate any agreement (whether oral or written), constitutive document or applicable law, in each case as determined solely and in good faith by Cartesian.
(d) Within ten days of the end of each calendar quarter, Cartesian shall provide the Company with notice of any transfer or other cash realization involving the Convertible Notes, Note Shares, Purchased Assets or interest in any subsidiary of a Purchased Asset Affiliate along with the name and contact information of the transferee in order to allow the Company to confirm the current holdings of Cartesian and any Purchaser and calculate the Return on Investment. If no such transfer or realization occurs in any calendar quarter, Cartesian shall not be obligated to provide the Company with the foregoing notice.
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