Additional Contingent Consideration definition

Additional Contingent Consideration means consideration payable by the Borrower or its Subsidiaries to sellers subsequent to the closing of an Acquisition that is dependent on the performance of the acquired company following the Acquisition. Notwithstanding the foregoing definition, the amount of Additional Contingent Consideration to be included for the purposes of determining the financial covenants in Section 6.18, shall be the amount of Additional Contingent Consideration (excluding any accrued interest) which through the date of determination of such covenant and based on the performance of the acquired company through the date of determination of such covenant, the Borrower reasonably anticipates paying to the sellers within the 12 months following the date of determination.
View Source
Additional Contingent Consideration means consideration payable by the Borrower or its Subsidiaries to sellers subsequent to the closing of an Acquisition that is dependent on the performance of the acquired company following the Acquisition. The total Additional Contingent Consideration as of the Closing Date is set forth on Schedule 8. Notwithstanding the foregoing definition, the amount of Additional Contingent Consideration to be included in the defined term "Indebtedness" for the purposes of calculating the financial covenants in Section 6.17, shall be the amount of Additional Contingent Consideration (excluding any accrued interest) which through the date of calculation of such covenant and based on the performance of the acquired company through the date of calculation of such covenant, the Borrower reasonably anticipates paying to the sellers at maturity.
View Source
Additional Contingent Consideration means consideration payable by the Borrower or its Subsidiaries to sellers subsequent to the closing of an Acquisition that is dependent on the performance of the acquired company following the Acquisition. For the purposes of calculating financial covenants in Section 6.18, the amount of Additional Contingent Consideration to be included shall be the amount of Additional Contingent Consideration (excluding any accrued interest) which through the date of determination of such covenant and based on the performance of the acquired company through the date of determination of such covenant, the Borrower reasonably anticipates paying to the sellers within the 12 months following the date of determination.
View Source

Examples of Additional Contingent Consideration in a sentence

  • Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, neither the Parent, the Borrower nor Borrower’s Subsidiaries has any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4, except for Additional Contingent Consideration that may be payable in connection with an Acquisition.

  • The Parent will not permit the ratio (the “Leverage Ratio”), determined on a Pro Forma Basis, of (i) Funded Indebtedness plus Additional Contingent Consideration as of the end of each fiscal quarter (the determination date) to (ii) EBITDA for the four fiscal quarters ending with such determination date, to be greater than 3.00 to 1.00.

  • Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, neither the Parent, the Borrower nor Borrower's Subsidiaries has any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4, except for Additional Contingent Consideration that may be payable in connection with an Acquisition.

  • The Parent will not permit the ratio (the “Leverage Ratio”), determined on a Pro Forma Basis, of (i) the Funded Indebtedness of the Parent and its Subsidiaries, determined on a consolidated basis plus Additional Contingent Consideration as of the end of each fiscal quarter (the determination date) to (ii) EBITDA for the four fiscal quarters ending with such determination date, to be greater than 3.00 to 1.00.

  • The Additional Contingent Consideration shall be paid in the same mixture of cash and Shares as provided for payment of the Contingent Consideration under EXHIBIT 3.3.

  • Netco may, in addition to any other right or remedy available to it by law or under this Agreement, deduct from the Additional Contingent Consideration otherwise due to the FreeMail Holders the amount or amounts of damages or loss incurred by Netco as a result of such untrue representation or warranty.

  • Prior to the Closing Date, Parent will file an application for the listing of shares of Parent Common Stock which comprise the Stock Merger Consideration, the Net Worth Reimbursement and the stock portion of the Additional Contingent Consideration (collectively, “Consideration Shares”) on the American Stock Exchange (“AMEX”) and shall use best reasonable efforts to cause such additional listing application to be approved by the AMEX Listing Qualification Office on or before the Closing Date.

  • The accounting firm will determine the amount of the Three Year Net Profit in accordance with this Agreement and will determine the amount of Additional Contingent Consideration payable, if any.

  • Payments of Additional Contingent Consideration will be made within thirty (30) business days after the completion of Clarant's annual audit for the fiscal years 1999, 2000, 2001 and 2002.

  • In the event an Audit reveals a default in payment of the Additional Contingent Consideration, Buyer will immediately pay any amount owed to Seller plus interest of 5% per annum, and if the default is of more than 10% of the amount paid to Seller, Buyer shall reimburse Seller for the reasonable costs of the Audit, which shall otherwise be borne by Seller.


More Definitions of Additional Contingent Consideration

Additional Contingent Consideration as defined in Section 2.7(a).
View Source
Additional Contingent Consideration means consideration payable by the Borrower or its Subsidiaries to sellers subsequent to the closing of an Acquisition that is dependent on the performance of the acquired company following the Acquisition. The total Additional Contingent Consideration as of the Closing Date is set forth on Schedule 6. Notwithstanding the foregoing definition, the amount of Additional Contingent Consideration to be included in the defined term "Indebtedness" for the purposes of determining the financial
View Source
Additional Contingent Consideration means contingent consideration not to exceed Twenty-Five Million and 00/100 U.S. Dollars ($25,000,000) based solely on UAL Revenues.
View Source
Additional Contingent Consideration means an aggregate payment of up to $15,000,000, 50% of which will be payable in cash and 50% of which will be payable in Parent Common Stock based on the Agreed Stock Price, which shall be payable in the 39th month following the Closing Date and which amount shall be subject to the conditions and adjustments set forth herein.
View Source
Additional Contingent Consideration means an aggregate payment of up to
View Source

Related to Additional Contingent Consideration

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Additional Payment has the meaning given in clause 11.1 (Right to repay the Facility early).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.