Deferred Consideration. In connection with a Company Sale, if any portion of the transaction consideration to be received by equityholders of Holdings is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts (“Deferred Consideration”) is received by equityholders of Holdings in connection with a Company Sale, a portion of the proceeds (representing the incremental dollars to be distributed under Holdings’s distribution waterfall then in effect) to be received by the Grantee in respect of the Incentive Units may be made subject to such deferral arrangement on the same basis as the transaction consideration to be received by such equityholders is made subject to such arrangement (taking into account any applicable requirements under Section 409A of the Code).
Deferred Consideration. The "Deferred Consideration" payable to Shareholders shall be subject to reduction as provided in Section 9.3 of this Agreement. If NBC incurs any Damages as described in Section 9.1, NBC shall have the right to set-off any such amounts against the Deferred Consideration as described in Section 9.3 in addition to any other remedies to which it may be entitled. As of the Closing, the Deferred Consideration shall be deposited into an interest bearing trust account with U.S. Bank, N.A., Lincoln, Nebraska, subject to the terms and conditions of the Escrow Agreement attached hereto as Exhibit A.
Deferred Consideration. In consideration of the sale by Shiprock Holdings to Zealand of the Shiprock Holdings Shares under Clause 5.1, Zealand and its Affiliates (excluding Betacure) shall be jointly and severally liable to pay to Shiprock Holdings as deferred consideration (“Deferred Consideration”) the following amounts:
Deferred Consideration. The Sellers shall be entitled to deferred consideration (the "Deferred Consideration") as set forth below, payable as provided in Section 2.9:
Deferred Consideration. In connection with a Company Sale, if any portion of the transaction consideration to be received by equityholders of Chloe is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts (“Deferred Consideration”) is received by equityholders of Chloe in connection with a Company Sale, a portion of the proceeds (representing the incremental dollars to be distributed under Chloe’s distribution waterfall then in effect) to be received by the Grantee in respect of the Incentive Units may be made subject to such deferral arrangement on the same basis as the transaction consideration to be received by such equityholders is made subject to such arrangement (taking into account any applicable requirements under Section 409A of the Code).
Deferred Consideration. 7.1 As further consideration for the sale of the Shares, the Purchaser shall (subject to the terms of this deed) pay to the Seller an amount calculated in accordance with the formula set out below, provided that if the amount is negative it shall be deemed to be nil (the Deferred Consideration). Where A = the number of the Shares sold by the Seller pursuant to this deed; B = the aggregate of all the issued shares in the capital of the Company acquired by the Third Party Buyer pursuant to clause 6 (the Relevant Shares); C = the aggregate purchase price paid by the Third Party Buyer in respect of the Relevant Shares; and D = US$52,000,000.
Deferred Consideration. 4.1 Subject to the following provisions of this clause AMERSHAM agrees to pay PHYTERA, Inc deferred consideration as follows:-
Deferred Consideration. In any year in which an installment of Deferred Consideration is due, the Acquiree Shareholder and his authorized representatives, at his expense, during normal business hours, shall have the right to audit the financial records of Acquiree to verify the calculation of NOI and any Shortfall. For each year in which an installment of Deferred Consideration is due, RCM will furnish the Acquiree Shareholder with year end financial statements for Acquiree.
Deferred Consideration. (a) Upon the sale by ABUK of the Gloucester Site in accordance with Section 12.6 the Purchaser shall pay to the Seller by way of one irrevocable bank transfer confirmed by the issuing bank to such account as the Seller shall have specified to the Purchaser an amount equal to the Deferred Consideration (as defined below) minus the Gloucester Tax Burden.
Deferred Consideration. (a) On the eighteen (18)-month anniversary of the Closing Date, Buyer shall (i) pay, or cause to be paid, to each Seller, an amount in cash by wire transfer of immediately available funds or (ii) direct Parent to, and Parent shall, on behalf of Buyer, issue or cause to be issued, to each Seller, shares of DMS Class A Common Stock in book-entry form, as the case may be, equal to such Seller’s Pro Rata Share of the Deferred Consideration; provided that Buyer shall have the right, in its sole discretion, to elect such form of consideration applicable to the payment of the Deferred Consideration, provided, however in the event Buyer is prohibited by any contract from satisfying the Deferred Consideration payment obligation in cash, Buyer shall satisfy such obligation by issuance of DMS Class A Common Stock; and provided, further, that if Buyer elects, or is obligated, to pay the Deferred Consideration in the form of DMS Class A Common Stock, the number of such shares issued to Sellers, in the aggregate, shall be equal to the quotient of (a) the Deferred Consideration, divided by (b) the Per Share Value as of such date.
