Conditional Consideration. Within 90 days of the end of each calendar year that includes any period which is subsequent to the Note Payment Month, Buyer shall pay Seller an annual amount equal to 50% of the Net Revenue for the portion of such calendar year which is subsequent to the Note Payment Month. Payments pursuant to this Section shall continue until Seller has received payments equal to $750,000, plus the amount which would have accrued on $750,000 if interest had accrued thereon from the Effective Time at the rate of 6%. Notwithstanding the foregoing, however, no amounts shall be payable pursuant to this Section with respect to the Net Revenue of any period subsequent to the Termination Date. For purposes of this Section 1.03 only:
Conditional Consideration. In case the Buyer sells, assigns and transfers Company Shares, in part or in full, in a bona fide transaction to a third party within 36 months from the Closing Date, the following shall apply: The Seller is entitled to 50% of the consideration received by the Buyer for the Company Shares so transferred (the “Conditional Consideration”) and the Buyer guarantees to the Seller that it will pay, assign and transfer to the Seller the Conditional Consideration.
Conditional Consideration. Following the Effective Time, Buyer shall, if and when the Surviving Corporation achieves one or more of the goals set forth in this Section 1.3, issue and deliver to the Stockholders, as additional consideration for the Merger, shares of Buyer Common Stock as follows:
Conditional Consideration. Within 90 days of the end of each calendar year that includes any period which is subsequent to January 1, 2005, Buyer shall pay Seller an annual amount equal to 50% of the Net Revenue for the portion of such calendar year which is subsequent to January 1, 2005. Payments pursuant to this Section shall continue until Seller has received payments equal to $500,000. Notwithstanding the foregoing, however, no amounts shall be payable pursuant to this Section with respect to the Net Revenue of any period subsequent to the Termination Date. For purposes of this Section 1.03 only:
Conditional Consideration. As additional consideration for Seller's sale of the Purchased Assets to Purchaser as aforesaid, at expiration of six (6) calendar months following the Closing Date, Purchaser shall, if the condition stated in the next sentence has been met, deliver to Seller a certificate or certificates issued in the name of Seller representing 125,000 shares of Common Stock (the "Conditional Shares"). Purchaser shall be obligated to deliver the Conditional Shares to Seller if, and only if, the Net Revenue generated by the Web Site Accounts over the stated six month period exceeds 95% of $192,629 and/or if Net Operating Cash Flow from the Web Site Accounts exceeds 95% of $126,590. For purposes of this Section, Net Revenue means gross revenues generated by the Web Site Accounts less all billing and collection fees, local exchange carrier ("LEC") chargebacks and clearinghouse credits. Net Operating Cash Flow means the aggregate of the Monthly Net Operating Cash Flow for each of the six consecutive calendar months commencing July 1, 1999. Monthly Net Operating Cash Flow means (i) Net Revenue generated in the subject month, less (ii) that month's revenues generated from LEC billed Web Site Accounts less all LEC billing and collection fees ("Net LEC Revenues"), plus (iii) 25% of the Net LEC Revenues generated in the fourth month prior to the subject month, 25% of the Net LEC Revenues generated in the third month prior to the subject month and 50% of the Net LEC Revenues generated in the second month prior to the subject month.
Conditional Consideration. (a) Seller may receive up to a maximum of an additional Five Hundred Thousand Dollars ($500,000) of Conditional Consideration during the four (4) year period following the Effective Time provided the Pre-Tax Cash Flow allocated and distributed to Buyer exceeds certain target levels.
