Common use of Additional Merger Consideration Clause in Contracts

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 Xxxxxxxx pursuant to their respective employment agreements.

Additional Merger Consideration. In addition (a) Prior to the Closing Merger Consideration Effective Time, any options granted under the Company's 1996 Performance Option Plan (the "Performance Option Plan") which have not heretofore vested shall, subject to and as an integrated part contingent upon receiving approval by the Stockholders in accordance with Section 280G(b) (5) (B) of the overall Merger ConsiderationCode, 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 be accelerated by the Company and WRG, on the Closing Date an additional $500,000 of Parent Common Stock (the “Additional Merger Consideration”), valued vest 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 followsfull. 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 holder (each a “Measuring Year” an "Executive" and collectively, the “Measuring Years”"Executives") of the options granted under the Performance Option Plan shall equal or exceed $8,500,000, and exercise (Bthe "Executive Option Exercise") for so long as no material breach of any such representations, warranties and covenants shall have occurred and shall be continuing, that the options granted under the Performance Option Plan to purchase the number of shares of Parent Common Stock representing $100,000, valued in Shares set forth opposite his name on Annex II under the same manner as the Closing Merger Consideration, shall be delivered heading "Purchased Option Shares" prior to the Company Stockholder promptly following -------- Effective Time. Immediately prior to the end of December 31, 2016, December 31, 2017, December 31, 2018, December 31, 2019 and December 31, 2020, respectively. As used in this AgreementEffective Time, the term “Pre-Tax Profits of Company, subject to and contingent upon receiving approval by 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 Stockholders in accordance with generally accepted accounting principles Section 280G(b) (“GAAP”5) of the Code, shall pay to each of the Executives the bonus set forth on Schedule 1.11 opposite such Executive's name (the "Executive ------------- Bonuses"), applied net of all applicable withholding taxes. The Aggregate Merger Consideration (including the amount of Indebtedness and cash and cash equivalents) shall be determined after giving effect to the payment of the Executive Bonuses as though such payment had occurred on a consistent basis the close of business on October 24, 1997. The Company shall promptly file amended Tax Returns for 1996 and consistent Tax Returns and refund claims for 1997 reflecting the compensation expenses associated with the historical reporting practices Executive Option Exercise (and the disposition of the Shares received upon such Corporationsexercise), the cancellation, for cash, of certain Employee Stock Options, pursuant to Section 1.5(c) and after deduction the Executive Bonuses (the "Executive Deductions"). The Aggregate Merger Consideration includes $1.1 million of all salaries and bonuses, but before deductions for consideration (A"Tax Payment") income taxes, (B) that relates to the tax savings realized by the Company when it elected not to make estimated tax payments in respect anticipation of interest charges on any a reduction of its 1997 taxable income as a result of Tax Savings (as defined below). On December 15, 1997, the Company shall pay $1.0 million ("December Payment") to an escrow agent selected by mutual agreement of the minimum $35,000,000 of Required Financing incurred by the Parent in order to consummate the acquisition MergerCo and a majority of the CorporationsStockholders (the "Escrow Agent") reflecting an additional tax savings that will result from the Company's election not to make a fourth quarter estimated tax payment in anticipation of a reduction of its 1997 taxable income as a result of Tax Savings. Neither the Tax Payment nor the December Payment shall be treated as a Tax Savings for purposes of this Agreement it being understood that the Tax Savings allocated pursuant to clause (i) below shall be Tax Savings in lieu thereof. When, as and (C) payments of any performance bonus payable in respect of the applicable Measuring Year to if the Company Stockholder and Xxxxxxxx pursuant to their respective employment agreements.realizes any Tax Savings (as defined below), it shall allocate such Tax Savings as follows:

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 31June 30, 2018, December 31June 30, 2019 2018 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 Parent 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 Xxxxxxxx pursuant to their respective employment agreements.