Additional Merger Consideration Sample Clauses
The "Additional Merger Consideration" clause defines the terms under which extra compensation may be paid to shareholders or stakeholders in connection with a merger, beyond the initial agreed-upon payment. This clause typically outlines specific conditions or performance milestones that, if met after the merger closes, trigger additional payments to the former owners of the acquired company. For example, it may provide for earn-outs based on future revenue targets or the achievement of certain business objectives. Its core practical function is to bridge valuation gaps and align incentives between the merging parties, ensuring that sellers are rewarded for the future success of the combined entity while protecting buyers from overpaying upfront.
Additional Merger Consideration. In addition to the Closing Merger Consideration and as an integrated part of the overall Merger Consideration, as security for the performance of the representations, warranties and covenants of the Company Stockholder contained in this Agreement and based on the future performance of the Company and WRG, on the Closing Date an additional $500,000 of Parent Common Stock (the “Additional Merger Consideration”), valued in the same manner as the Closing Merger Consideration, shall be issued at the Closing to the Company Stockholder and shall be held in escrow by legal counsel to the Company Stockholder (the “Escrow Agent”), pursuant to an escrow agreement reasonably acceptable to the Parties and such counsel, and released to the Company Stockholder, as follows. In the event that (A) the combined “Pre-Tax Profits of the Corporations” (as hereinafter defined) in each of the fiscal years ending December 31, 2016, 2017 and 2018 (each a “Measuring Year” and collectively, the “Measuring Years”) shall equal or exceed $8,500,000, and (B) for so long as no material breach of any such representations, warranties and covenants shall have occurred and shall be continuing, that number of shares of Parent Common Stock representing $100,000, valued in the same manner as the Closing Merger Consideration, shall be delivered to the Company Stockholder promptly following the end of December 31, 2016, December 31, 2017, December 31, 2018, December 31, 2019 and December 31, 2020, respectively. As used in this Agreement, the term “Pre-Tax Profits of the Corporations” shall mean the net combined or consolidated profits of the Company and WRG (collectively, the “Corporations”), exclusive of and after elimination of all inter-company transactions, as determined in accordance with generally accepted accounting principles (“GAAP”), applied on a consistent basis and consistent with the historical reporting practices of such Corporations, and after deduction of all salaries and bonuses, but before deductions for (A) income taxes, (B) payments in respect of interest charges on any of the minimum $35,000,000 of Required Financing incurred by the Parent in order to consummate the acquisition of the Corporations, and (C) payments of any performance bonus payable in respect of the applicable Measuring Year to the Company Stockholder and ▇▇▇▇▇▇▇▇ pursuant to their respective employment agreements.
Additional Merger Consideration. In the event the GFI Merger Agreement or the JPI Merger Agreement is amended to increase the Merger Consideration (as defined in each agreement) (whether by increase to the Per Share Price or other increase to the effective Exchange Ratio), the direct and indirect stockholders of IDB Buyer shall not be entitled to receive, directly or indirectly, and shall forfeit and pay to CME if necessary, such increased Merger Consideration.
Additional Merger Consideration. If the Purchase Exchange Ratio is used to determine the Exchange Ratio at the Effective Time, each holder of Safety Fund Common Stock exchanging shares of Safety Fund Common Stock in connection with the Merger ("Holder") shall also be entitled to received ------ additional Merger Consideration under the circumstances described in this Section 2.6. Upon the occurrence of a "Triggering Event" and without the ---------------- payment of further consideration, each Holder shall be entitled to receive a number of shares of Buyer Common Stock, rounded down to the nearest whole share, determined by multiplying the number of shares of Safety Fund Common Stock held of record and beneficially by such Holder as of the Closing by the difference between the Pooling Exchange Ratio and the Purchase Exchange Ratio. A Triggering Event shall have occurred if, on or before the date which is three months after the Closing Date, a Pooling Determination is made with respect to the Merger. During the three-month period following the Effective Date, Buyer shall regularly cause an inquiry to be made as to whether a Pooling Determination can be made and shall cause a Pooling Determination to be made as promptly as practicable after the occurrence of events that would permit such a determination to be made based on facts not determinable prior to the Effective Time. If no Triggering Event shall have occurred on or before the end of such three-month period, no Holder shall have any right to receive any additional Merger Consideration pursuant to this Section 2.6. The right to receive additional Merger Consideration shall not be transferable except in the case of the death of the Holder, and then only by will or the laws of descent and distribution.
Additional Merger Consideration. The holders of TCG Common Stock and TCG Nonvoting Preferred Stock who receive the Base Merger Consideration for their shares, the holders of TCG Stock Options and TCG Warrants who are entitled to receive consideration under Section 1.6(a)(y) hereof, and the holders of TCG Restricted Stock Awards who are entitled to receive the Base Merger Consideration Value under Section 1.6(b) (subject to lapse restrictions) shall have the contractual right to receive from MB, on a per share basis, the Additional Merger Consideration, if any (or in the case of holders of TCG Stock Options and TCG Warrants, the portion thereof determined under Section 1.6(a)(y)) in cash, without interest. For purposes of this Agreement, "Additional Merger Consideration" means (i) the amount of the "Excess Gain" (as such term is defined in Exhibit D), if any, realized from the consummation of the transaction permitted under Exhibit D in compliance with the criteria set forth in Exhibit D divided by (ii) the number of shares of TCG Common Stock and TCG Nonvoting Preferred Stock outstanding immediately prior to the Effective Time and the number of shares of TCG Common Stock subject to TCG Stock Options, TCG Warrants and TCG Restricted Stock Awards that are entitled to receive Additional Merger Consideration (or a portion thereof) under Section 1.6(a)(y) or 1.6(b), as applicable. The aggregate Additional Merger Consideration (other than with respect to TCG Restricted Stock Awards converted to the Base Merger Consideration Value that are subject to lapse restrictions), if any, shall be paid by MB as soon as reasonably practicable after the
Additional Merger Consideration. Subject to and upon the terms and conditions of this Agreement, on each Earnout Payment Date, Parent shall pay to MHRx as additional Merger Consideration the Annual Earnout Amount due with respect to the immediately preceding Annual Earnout Period. Notwithstanding the foregoing, Parent may, in its sole discretion, elect to pay to MHRx an Annual Earnout Amount (or a portion thereof) despite the Annual EBITDA (or, for the Annual Earnout Period ending December 31, 2010, the Annual EBITDA plus the TRICARE Amount) being less than the EBITDA Threshold for such Annual Earnout Period. Payments made pursuant to this Section 2.13 shall not be subject to any right of setoff.
Additional Merger Consideration. The "Additional Merger Consideration," as defined herein, may become payable as follows:
Additional Merger Consideration. As additional consideration for the Company Merger, at the Company Merger Effective Time, Pubco shall issue to Astral 4,000,000 Pubco Class A Stock (the “Additional Merger Consideration Shares”).
Additional Merger Consideration. (a) For purposes of this Agreement, the following terms shall have the following respective meanings:
Additional Merger Consideration. In addition to the conversion of shares of Company Common Stock into Parent Common Stock as described in Section 1.5 of the Reorganization Agreement, Parent shall pay to each Merger Shareholder, by delivering to the Shareholders' Agent on behalf of each Merger Shareholder, a check in an amount determined by multiplying $4,000,000 (the "Closing Cash Consideration") by such Merger Shareholder's Percentage Interest (as defined in Section 1.6 of the Reorganization Agreement). In no event shall Parent be required to pay to the Merger Shareholders under this Section 2 more than an aggregate of $4,000,000 in cash (such Closing Cash Consideration being in addition to the shares of Parent Common Stock referred to in the first sentence of this Section 2.) Assuming that on or before the fifth business day prior to the Closing, the Company provides to Parent (a) a schedule reasonably satisfactory to Parent setting forth opposite the name of each Merger Shareholder (i) the dollar amount of any cash to be received by such Merger Shareholder pursuant to this Section 2; (ii) any amounts that Parent should withhold from the dollar amount otherwise payable pursuant to this Section 2 with respect to the exercise of any , Company Options or warrants to purchase shares of Company Common Stock; and (iii) the net amount payable to such Merger Shareholder pursuant to this Section 2, and (b) such other documents reasonably requested by Parent, the checks referred to in this Section 2 shall be delivered to the Shareholders' Agent for the benefit of the Merger Shareholders on the Closing Date promptly after the Closing. If the documents required to be delivered by the Company pursuant to the previous sentence are not delivered as specified, Parent shall use its best efforts to deliver the checks referred to in this Section 2 to the Shareholders' Agent for the benefit of the Merger Shareholders as soon as possible after the Closing, but in no event later than five days after such documents are delivered.
Additional Merger Consideration. Any additional shares of SpinCo Common Stock that Merger Partner Equityholder shall become entitled to receive pursuant to Section 3.1(a) and Annex I of this Agreement (whether at or after the Effective Time) shall be deemed to be additional merger consideration (the “Additional Merger Consideration”) payable to the Merger Partner Equityholder in respect of the Merger Partner Equity Interests.