Additional Conditional Consideration Clause Samples
Additional Conditional Consideration. In the event this Note is paid in full by Issuer in cash or other immediately available funds, whether pursuant to a Substantial Financing, Prepayment of the entire outstanding balance of this Note, or at the Maturity Date (but not upon the conversion or other satisfaction of this Note), Holder shall, subject to the limitations of Section 7.6, have the right to purchase, from the date of such payment in full until the earlier of (i) immediately prior to the Merger (as defined in Section 7.3) or (ii) five (5) years from the date such payment, up to 4,000,000 shares of Issuer’s common stock at a price per share of $1.00 (the “Purchase Right”). In the event the issuance of a Purchase Right is required pursuant to the terms of this Section 2, Issuer shall deliver to Holder an option agreement, with standard terms and conditions as agreed upon by Issuer and Holder, evidencing Holder’s purchase rights as set forth herein. Issuer shall provide, as reasonably practicable, Holder notice of the proposed time of effectiveness of a Substantial Financing or Merger within a reasonable time prior to such proposed effectiveness. The provisions of Section 8 shall apply as practicable to any such purchase rights arising from this Section to avoid any inequity to Issuer and Holder.
Additional Conditional Consideration. (a) As additional consideration of the sale, assignment and transfer of the Class B Shares, LIPH shall pay to CHNLI the percentage specified below of any Sale Proceeds actually received by LIPH in respect of its equity interest in MDNY upon any Sale that is consummated prior to December 31 of the year specified below (or with respect to calendar year 2008, certain transactions consummated after December 31, 2008 as detailed in the definition of "Sale"), but not to exceed in the aggregate the amount of CHNLI's Equity Investment in MDNY and subject to Section 2.3(i) hereof: Percentage of Sale Proceeds Year 33.3% 2005 25.0% 2006 20.0% 2007 15.0% 2008
(b) Sale Proceeds, if any, payable to CHNLI shall, at LIPH's sole option, be payable in kind, depending upon the form of consideration paid by the Acquiror; provided that if the receipt of any securities by CHNLI would cause CHNLI to violate the ERD, then CHNLI shall promptly notify LIPH thereof and LIPH shall have the option, in its discretion, of (i) paying CHNLI cash in an amount equal to the fair market value of such securities, (ii) paying CHNLI in kind with other assets (not causing an ERD violation) having a fair market value equal to the fair market value of such securities or (iii) obtaining the consent of the issuer of such securities to CHNLI's assignment of its right to receive such securities to an entity not subject to the ERD. (In each case, the fair market value of any securities or other assets shall initially be determined in good faith by the Board of Directors of LIPH. If CHNLI disagrees, CHNLI shall, within fifteen (15) days, set forth the reasons for its disagreement in writing and shall propose an alternate quantity reflecting fair market value. For thirty (30) days following CHNLI's disagreement, the parties shall attempt in good faith to come to agreement upon such fair market value. If the parties fail to agree within such time period, the matter shall be resolved by submitting the two competing values to PricewaterhouseCoopers LLP ("PWC"). In such case, PWC shall either determine that one of the two proposed values most closely represents the fair market value of the securities under the circumstances, or if PWC determines in its reasonable discretion that neither of the two proposed values most closely represents such fair market value, then PWC shall determine such fair market value in accordance with such factors that it reasonably deems appropriate. The valuation selected by PWC sha...
Additional Conditional Consideration. As additional conditional consideration for the sale of an Account, we will, upon receipt of collection, promptly pay to you an additional: