Contingent Consideration Sample Clauses
A Contingent Consideration clause defines terms under which additional payments may be made after the initial transaction, depending on the occurrence of specified future events or performance targets. For example, in a business acquisition, the seller might receive extra compensation if the acquired company meets certain revenue milestones within a set period. This clause allows parties to bridge valuation gaps and allocate risk by tying part of the purchase price to future outcomes, ensuring both sides are protected if expectations about future performance differ.
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Contingent Consideration. (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date.
(b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein.
(c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement.
(d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars.
(e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages.
(f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ ...
Contingent Consideration. Parent is hereby granted the right (the “Repurchase Right”), exercisable at any time following: (a) with respect to the Straight-Line Contingent Shares (as defined below), any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reason, and (b) with respect to the Conditional Contingent Shares (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditi...
Contingent Consideration. Additional consideration of up to a maximum of $5,000,000 (the "Maximum Contingent Consideration") may be paid by the Purchaser based on a combination of 2005 and 2006 EBITDA (and, to the extent applicable, 2007 EBITDA), as follows:
(a) $1,500,000 in Contingent Consideration shall be payable if the Target Companies achieve at least $5,000,000 in EBITDA in 2005; in the event that the Target Companies achieve EBITDA of less than $5,000,000, no Contingent Consideration shall be payable pursuant to this Section 1.7(a). Any Contingent Consideration payable pursuant to this Section 1.7(a) (the "2005 Contingent Consideration") will be payable on or before February 15, 2006.
(b) So long as the Target Companies achieve EBITDA in 2005 of at least $4,000,000, additional Contingent Consideration shall be payable only if the Target Companies achieve EBITDA in 2006 (and, if applicable, 2007), as follows:
(i) The amount of the Contingent Consideration shall be $0 in the event that the Target Companies achieve EBITDA in 2006 of $6,000,000, and $3,500,000 if the Companies achieve EBITDA in 2006 of at least $8,000,000, and the Contingent Consideration of up to $3,500,000 shall be prorated for any EBITDA in 2006 between $6,000,000 and $8,000,000. Any Contingent Consideration payable pursuant to this Section 1.7(b)(i) (the "2006 Contingent Consideration") will be payable on or before February 15, 2007.
(ii) In the event that the 2006 Contingent Consideration, if any, equals less than $3,500,000, the difference between $3,500,000 and the 2006 Contingent Consideration (the "Balance") may be earned as follows: the amount of Contingent Consideration shall be $0 in the event that the Target Companies achieve EBITDA in 2007 of $7,500,000 or less, the full amount of the Balance if the Target Companies achieve EBITDA in 2007 of at least $10,000,000, the Contingent Consideration, up to the full amount of the Balance, shall be prorated for any EBITDA in 2007 between $7,500,000 and $10,000,000. Any Contingent Consideration payable pursuant to this Section 1.7(b)(ii) (the "2007 Contingent Consideration") will be payable on or before February 15, 2008. For purposes of clarity, if the Target Companies fail to achieve at least $4,000,000 in EBITDA in 2005, no Contingent Consideration shall be payable whatsoever.
(c) The Contingent Consideration shall be allocated among the MAG Holders in accordance with the MAG Allocation. The Contingent Consideration shall be payable, at the election of th...
Contingent Consideration. Following the Closing, the ------------------------ Corporation shall pay additional contingent cash consideration (the "Contingent Cash Consideration") as follows:
(i) An amount of Contingent Cash Consideration equal to fifty percent (50%) of the cash actually received in connection with the sale of the FCC Excluded Stations after payment of or provision for all costs and expenses incurred by or on behalf of the Corporation or its Affiliates in connection with such sale, including, without limitation, commissions, trustee fees and professional fees (the "Net Cash Proceeds").
(ii) An amount of Contingent Cash Consideration equal to all Net Cash Proceeds actually received by The Z-Spanish II Trust in connection with the sale of any of the DOJ Excluded Stations to third parties.
(iii) If the DOJ approves the retention of any or all of the DOJ Excluded Stations by the Corporation or any of its Affiliates, the Corporation shall pay additional Contingent Cash Consideration in the amount of the Agreed Value (as defined below) of each such station. If the DOJ approves the retention of any such station by the Corporation or its Affiliates within ninety (90) days after the Closing of the Merger, the Agreed Value will be as set forth on Exhibit "B-1" hereto. If the DOJ ------------- approves of the retention of any such station by the Corporation or its Affiliates after the expiration of the ninety (90) day period following the Closing of the Merger, but before December 31, 2000, the Agreed Value of each such station shall be 19.23 times broadcast cashflow relating to such station or stations computed with respect to the twelve (12) month period ending at the end of the month immediately preceding sale of any such station or station, as the case may be, but in no event more than the price that would have been paid for such station as set forth on Exhibit "B-1" ------------- hereto. If the DOJ shall fail to approve before December 31, 2000 the retention of any station by the Corporation or its Affiliates (or if at any time before December 31, 2000 the ZSPN Representatives shall determine to discontinue to seek the DOJ's approval for the retention of any such station(s) by the Corporation or its Affiliates, including without limitation because the ZSPN Representatives believe that it may be impractical to obtain such DOJ approval or for any other reason), then any station(s) with respect to which there shall have been such a failure to obtain DOJ approval or such a de...
Contingent Consideration. Notwithstanding any other provisions hereof, the transactions set forth in the “Contingent Consideration Term Sheet” (as defined in the Bankruptcy Plan) and contemplated in the Bankruptcy Plan or “Definitive Documents” (as defined in the Bankruptcy Plan) shall be expressly permitted under this Indenture, and no Default or Event of Default shall occur in connection with the implementation of such transactions.
Contingent Consideration. (a) If the transactions contemplated by this Agreement are consummated and, thereafter, the transactions contemplated by the San ▇▇▇▇ Purchase Agreement are consummated, then the Purchaser shall pay to the Sellers, on the San ▇▇▇▇ Closing Date, on a pro rata basis based upon each Seller’s ownership of the Initial Closing Shares and the Option Shares immediately prior to the Closing Date, by wire transfer of immediately available funds to the accounts designated in writing by the Seller Representative, an amount per share equal to the quotient of (1) the Contingent Consideration, subject to reduction as set forth in Section 5.22, divided by (2) 68,785.69. Notwithstanding the foregoing, if the Purchaser has not purchased the Option Shares pursuant to the Option Agreement prior to the San ▇▇▇▇ Closing Date, any amounts required to be paid by the Purchaser, as provided above with respect to the Option Shares, shall be paid to the Seller Representative, who shall deposit such amounts into an escrow account with the Escrow Agent, subject to reduction as set forth in Section 5.22 (the “Ricci Contingent Consideration Escrow”), for disbursement to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or the Purchaser as provided below. If the Purchaser purchases the Option Shares pursuant to the Option Agreement after the San ▇▇▇▇ Closing Date but on or prior to November 12, 2007, then the Seller Representative shall promptly disburse the amounts deposited into the Ricci Contingent Consideration Escrow to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ by wire transfer of immediately available funds to the accounts designated in writing by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇. If the Purchaser has not purchased the Option Shares pursuant to the Option Agreement on or prior to November 12, 2007, then the Seller Representative shall promptly disburse the amounts deposited into the Ricci Contingent Consideration Escrow to the Purchaser by wire transfer of immediately available funds to the accounts designated in writing by the Purchaser.
(b) If this Agreement is terminated pursuant to Section 9.1 but the transactions contemplated by the San ▇▇▇▇ Purchase Agreement are consummated thereafter, the Purchaser shall pay to the Company, on the San ▇▇▇▇ Closing Date, by wire transfer of immediately available funds to the account designated in writing by the Company, the Contingent Consideration, subject to reduction as set forth in Section 5.22.”
5. A new sentence is hereby added to the end of Section 2.8 of the MAC/Macquarie SPA as follows: “The Purchaser ackn...
Contingent Consideration. (a) Promptly (and in any event within two (2) Business Days) following a Final Earn-Out Payment Statement being deemed final and binding pursuant to Section 1.3(e) of this Annex A, Buyer shall pay to Seller (by wire transfer of immediately available funds to an account designated in writing by Seller) an amount (not to exceed $130 million) in cash equal to one-half (1/2) of the product of (i) Excess EBITDA, multiplied by (ii) the Earn-Out Multiple (such amount, the “Earn-Out Payment”). For illustration purposes only, (A) if Actual EBITDA was $100 million, then the Earn-Out Payment would be $92.5 million (representing one-half of the product of (i) $25 million, multiplied by (ii) 7.40), and (B) if Actual EBITDA was $200 million, then the Earn-Out Payment would be $130 million because the Earn-Out Payment is capped at $130 million.
(b) Notwithstanding the foregoing, and so long as shares of Buyer Class A Stock are listed on a national securities exchange, Buyer may, as determined by Buyer in its sole discretion, pay to Seller the Earn-Out Payment as follows, and such payment, if elected, shall be made promptly (and in any event within two (2) Business Days) following the Final Earn-Out Payment Statement referred to in Section 1.2(a) of this Annex A being deemed final and binding:
(i) an amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller) equal to one-half (1/2) of the Earn-Out Payment; and
(ii) in satisfaction of the other one-half (1/2) of the Earn-Out Payment, the issuance by Buyer to Seller of such number of validly issued, fully paid and non-assessable shares of the Buyer Class A Stock determined by dividing (x) fifty percent (50%) of the Earn-Out Payment by (y) the intraday volume weighted average price of one share of Buyer Class A Stock, as reported by Bloomberg, LP, over the ten (10) trading days ending on the trading day immediately preceding the date on which the Final Earn-Out Payment Statement is deemed final (the “Earn-Out Buyer VWAP”); provided, however, if the foregoing number of shares, together with the Buyer Shares, is greater than a number representing nineteen and nine tenths percent (19.9%) of the shares of Buyer Class A Stock outstanding as of such date (such number, the “Earn-Out Stock Threshold”), then the number of shares of Buyer Class A Stock to be delivered pursuant to this Section 1.2(b)(ii) of this Annex A shall be reduced to the Earn-Out Stock Threshold and, in such eve...
Contingent Consideration. (a) If the Company enters into a management agreement with ▇.▇. ▇▇▇▇▇▇ Investment Management, Inc., or one of its Affiliates, with respect to Project Rains (the "Rains Management Agreement"), such agreement contains terms and conditions substantially the same as those described in Schedule 2.8(a), the other terms and conditions of such agreement are reasonable given market conditions at the time such agreement is entered into, performance by the Company of fee generating services under such agreement begins on or prior to the first anniversary of the Effective Date, and Buyer and Seller jointly agree that the budgeted EBITDA from property management, leasing and tenant improvement fees under the Rains Management Agreement for the Rains Measurement Period is at least $400,000, Buyer shall promptly (but in no event later than fifteen days after the Company notifies Buyer that the Company has entered into the Rains Management Agreement) pay to the Seller an amount equal to the lesser of (i) $1,000,000 or (ii) the excess of the Contingent Consideration Amount over the aggregate amount of Contingent Consideration theretofore paid pursuant to Sections 2.8(b) or 2.8(c). Notwithstanding any other term or provision set forth in this Agreement, in no event shall the aggregate amount of Contingent Consideration which Buyer is required to pay to Seller pursuant to this Agreement exceed the Contingent Consideration Amount.
(b) Promptly following the Initial Contingent Consideration Determination Date, Buyer shall pay to the Seller an amount equal to the lesser of (i) the excess of the Contingent Consideration Amount over the amount of Contingent Consideration theretofore paid pursuant to Section 2.8(a), if any, or (ii) the Aggregate Projects NOI generated through the end of the Initial Contingent Consideration Quarter. Promptly following the end of each subsequent calendar quarter that commences on or prior to the sixth anniversary of the Effective Date, Buyer shall pay to the Seller an amount equal to the Aggregate Projects NOI for such quarter (prorated to the sixth anniversary of the Effective Date if such quarter extends past the sixth anniversary of the Effective Date); provided, that, notwithstanding any other term or provision set forth in this Agreement, in no event shall the aggregate amount of Contingent Consideration which Buyer is required to pay to Seller pursuant to this Agreement exceed the Contingent Consideration Amount.
(c) Notwithstanding the terms a...
Contingent Consideration. (a) Following the Closing, and as additional consideration for the Merger and the other transactions contemplated by this Agreement, within ten (10) Business Days after the occurrence of a Triggering Event that occurs before the fifth year anniversary of the Closing Date with respect to Section 3.03(a)(i), before the seventh year anniversary of the Closing Date with respect to Section 3.03(a)(ii), and before the tenth year anniversary of the Closing Date with respect to Section 3.03(a)(iii), (in each case, as applicable to such clause, the “Contingent Consideration Period”), each Contingent Consideration Eligible Company Equityholder (in accordance with its respective Contingent Consideration Pro Rata Share) is eligible to receive the following shares of Adara Class E Common Stock, as applicable (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Adara Class E Common Stock occurring on or after the Closing and prior to the date of such issuance, the “Contingent Consideration Shares”):
(i) Upon the occurrence of Triggering Event I prior to the fifth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares;
(ii) Upon the occurrence of Triggering Event II prior to the seventh year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; and
(iii) Upon the occurrence of Triggering Event III prior to the tenth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares. For the avoidance of doubt, the Contingent Consideration Eligible Company Equityholders shall be entitled to receive Contingent Consideration Shares upon the occurrence of each Triggering Event during the applicable Contingent Consideration Period; provided, however, that in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive Contingent Consideration Share after the tenth year anniversary of the Closing; provided, further, that each Triggering Event shall only occur once, if at all, and in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive an aggregate of more than 60,000,000 Contingent Consideration Shares; provided, further, that Triggering Event I, Tr...
Contingent Consideration. (a) If (i) the 2022 Notes are Refinanced and (ii) as of the last day of any month beginning with the month ending December 31, 2021 and ending on December 31, 2022 (the “Measurement Period”), the MLP has achieved a trailing twelve month Adjusted EBITDA (“TTM Adjusted EBITDA”) that is greater than or equal to $107.0 million (clauses (i) and (ii), the “Contingent Payment Conditions”), then Acquirer shall pay Parent $3,129,279.43 in the manner set forth in Section 2.04(d) (the “Contingent Consideration” and, together with the Base Consideration and the Deferred Consideration, the “Consideration”) in (x) cash in immediately available funds, (y) MLP Common Units or (z) a combination of cash and MLP Common Units. The form of Contingent Consideration to be delivered by Acquirer shall be determined by Acquirer in its sole discretion; provided, however, that the prior written consent of Parent (which may be withheld in its sole discretion) shall be required for an election to pay the Contingent Consideration in a combination of cash and MLP Common Units; provided further, that if Acquirer elects to fund all or a portion of the Contingent Consideration in MLP Common Units, such MLP Common Units shall be valued at a per unit price equal to the volume weighted daily average price of MLP Common Units, as reported on NASDAQ (or any applicable successor exchange), for the 20 trading days ending one trading day prior to the date on which Acquirer provides notice to Parent, in accordance with Section 2.04(d), of Acquirer’s intent to pay all or a portion of such Contingent Consideration in MLP Common Units (the “Calculation Period”).
(b) Within 30 calendar days of the end of each calendar month during the Measurement Period, Acquirer shall deliver to Parent a statement (the “Adjusted EBITDA Statement”) setting forth the MLP’s TTM Adjusted EBITDA as of the end of such month, together with reasonable supporting documentation thereof. Acquirer agrees that it shall prepare each Adjusted EBITDA Statement in accordance with the illustrative calculation included on Schedule 1.2 using the same methodologies, practices, policies and judgments as were used in the MLP’s Financial Statements, except as otherwise provided in this Agreement, including Schedule 1.2. Following delivery of the Adjusted EBITDA Statement, Acquirer will cause the Compressco Entities to provide Parent the reasonable opportunity during normal business hours to examine any supporting schedules, analyses, workpape...