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. 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. (a) Upon the terms and subject to the conditions of this Agreement and the Transfer Agreement, the Corporation shall issue or pay the Contingent Consideration to the Partnership in accordance with the terms of this Section 2.2.
(b) If the Weighted Average Trading Price Per Share determined as of December 31, 2002 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2002 PRICE") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2002, an amount in cash (the "2002 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) (A) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) by the 2002 Price; and (ii) the value of 3,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by the 2002 Price. At the option of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 Price.
(c) If the Weighted Average Trading Price Per Share determined as of December 31, 2003 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2003 PRICE") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2003, an amount in cash (the "2003 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; provided, however, that if, prior to December 31, 2003, the Partnership sells any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than any permitted assignee of the Partnership or an Affiliate of a permitted assignee), then the foregoing amount shall be reduced on a dollar-for-dollar basis by the amount, if any, that the aggregate c...
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. 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. If any of the Milestone Events set forth in Schedule 5 (Contingent Consideration) are achieved, the Buyer will make the corresponding Milestone Payment to the Payments Administrator for further distribution to the Sellers on or prior to the Payment Date. Any Contingent Consideration payable to the Sellers shall be allocated between the Sellers with regard to their respective Proportion of Initial Consideration or as otherwise notified to the Buyer in writing by the Sellers’ Representative at least five (5) Business Days prior to a Payment Date and shall be satisfied:
Contingent Consideration. (a) Subject to the ultimate sentence of this Section 7.6(a), upon the first occurrence of a MoM Measurement Event in which the SL MoM exceeds 3.0x (calculated without giving effect to the payment of any amount by the Applicable Payor pursuant to this Section 7.6(a)), the Applicable Payor shall pay, or cause to be paid, to the Intel Partners (pro rata in accordance with the aggregate number of Units held by each such Intel Partner) an aggregate amount, in immediately available funds within five (5) Business Days, equal to the lesser of (i) the Contingent Consideration Obligation and (ii) such amount (if any), the payment of which to the Intel Partners would result in the SL MoM being equal to 3.0x (such lesser amount, the “Contingent Consideration Payment”). In the event the Contingent Consideration Payment is less than the Contingent Consideration Obligation, then, upon the occurrence of a subsequent MoM Measurement Event (for the avoidance of doubt, other than a Company Sale) in which the SL MoM exceeds 3.0x (calculated without giving effect to the payment of any amount by the Applicable Payor pursuant to this Section 7.6(a) in respect of such MoM Measurement Event), the Applicable Payor shall pay, or cause to be paid, to the Intel Partners (pro rata in accordance with the aggregate number of Units held by each such Intel Partner) an aggregate amount equal to the lesser of (x) the then Remaining Contingent Obligation as of such MoM Measurement Event (if any) and (y) such amount (if any), the payment of which to the Intel Partners would result in the SL MoM being equal to 3.0x, until such time as the Intel Partners shall have received an aggregate amount equal to the Contingent Consideration Obligation. For the avoidance of doubt, the maximum aggregate amount payable pursuant to this Section 7.6 in respect of all MoM Measurement Events is an amount equal to the Contingent Consideration Obligation. Notwithstanding the foregoing, upon the earlier of a MoM Measurement Event that is (i) a Company Sale occurring before an IPO (as set forth in clause (1) in the definition of “MoM Measurement Event”) or (ii) the date that is 12 months after the consummation of an IPO (as set forth in clause (4) in the definition of “MoM Measurement Event”), and following the Applicable Payor’s compliance with this Section 7.6(a), this Section 7.6(a) shall terminate in its entirety, and none of the SL Partners, the Company Entities nor any other Person shall have an obligation to ...
Contingent Consideration.
(a) As additional consideration for the purchase and sale of the Purchased Shares, Buyer shall pay an amount of $2,000,000 (the "Contingent Consideration") if, at any time within five (5) years from the Closing Date:
(i) the Facility becomes viable; or
(ii) a Fundamental Change occurs in respect of ▇▇▇▇ or the Corporation.
(b) For purposes of Section 2.03(a)(i), the Facility will be deemed to be viable when [Redacted – Commercially Sensitive] Notwithstanding the foregoing, Buyer shall have the right, in its sole discretion, to pay the Contingent Consideration at anytime following the Closing.
(c) Buyer shall pay the Contingent Consideration within five Business Days following the occurrence of the applicable event in Section 2.03(a) (“Contingent Consideration Payment Date ”) by one of the following methods, as determined in its sole discretion:
(i) by way of a cash payment to Seller by wire transfer of immediately available funds in accordance with banking instructions provided by Seller at least three Business Days prior to the date such payment is due; or
(ii) subject to the approval of the CSE (or such other stock exchange where the Buyer Shares are listed at the time), if required, by the issuance and delivery to Seller, free and clear of all Encumbrances and resale restrictions, freely tradable immediately upon such delivery and registered as directed by Seller, that number of Buyer Shares as is equal to: (i) the amount of the Contingent Consideration; divided by (ii) the VWAP of the Buyer Shares on the CSE for the 10 trading days ending on the day prior to the date of issuance.
(d) For certainty, Buyer may elect to pay the Contingent Consideration by way of Section 2.03(b)(ii) only if the CSE (or such other stock exchange where the Buyer Shares are listed at the time) has provided any required approvals therefor, and Buyer Shares delivered thereby are immediately freely tradable (and not subject to any restricted period under National Instrument 45-102 – Resale of Securities) by Seller upon their issuance and delivery to Seller by Buyer.
(e) Promptly after Buyer knows or has reason to believe an event under Section 2.03(a) is likely to occur, Buyer shall provide a written notice thereof to Seller. Buyer shall provide further written notice immediately once such event has occurred, which notice shall state the manner in which it has elected to pay the Contingent Consideration pursuant to Section 2.03(b) and in case it has elected to deliver Buyer Sh...
Contingent Consideration. As additional consideration for the Shares, Purchaser shall pay to Seller an amount equal to 50 percent of Seller's earnings before income taxes, interest, depreciation and amortization ("EBITDA") for the 12-month period ending April 30, 2003 (the "Contingent Purchase Price") determined in conformity with GAAP. Purchaser shall provide Seller with written notice (the "EBITDA Notice") of Purchaser's determination of EBITDA in reasonable detail on or before June 30, 2003, together with copies of a similar computation with respect to Purchaser's EBITDA for the 12-month period ending April 30, 2002. Following Purchaser's delivery to Seller of the EBITDA Notice, Purchaser shall provide Seller's independent accountants and/or Seller's other agents and representatives with reasonable access to Purchaser's books, records and employees for the purpose of substantiating Purchaser's determination of EBITDA for the 12-month period ending April 30, 2003. Seller shall deliver to Purchaser, within 60 days following Seller's receipt of the EBITDA Notice, written notice of (i) Seller's concurrence with Purchaser's determination of EBITDA for the 12-month period ending April 30, 2003 ("Notice of Concurrence") or (ii) Seller's disagreement with such determination, accompanied by a detailed explanation of such disagreement. In the event of a disagreement, the parties shall endeavor for a period of at least 30 days to negotiate a settlement of their differences. If the parties are unable to reach agreement during such period, the parties shall engage Ernst & Young LLP (the "Independent Firm") to perform a determination of Purchaser's EBITDA for the 12-month period ending April 30, 2003 (the "Final Determination"), which determination shall be final and binding on each of the parties. The Independent Firm shall make its determination based solely on presentations by Purchaser and Seller, and not by independent review. In resolving any disputed item the Independent Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Any fees and expenses of the Independent Firm shall be borne by: (i) Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Seller bears to the aggregate dollar amount of all disputed items and (ii) Purchaser in the proportion that the aggregate dollar amount of such ...
Contingent Consideration. For a period of five (5) years following the Option Exercise Closing Date (“Contingent Payment Period”), should the daily price of gold (as determined by the London PM Fix) average ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (U.S.$1,600) per ounce or greater for a period of ninety (90) consecutive Trading Days (the “Trigger Event”), Buyer shall be required to pay or cause to be paid to Gunpoint Parent (or as Gunpoint Parent may direct) an additional payment of Ten Million United States Dollars (U.S.$10,000,000) (the “Contingent Payment”). Five Million United States Dollars (U.S.$5,000,000) of the Contingent Payment shall be due and payable to Gunpoint Parent (or as Gunpoint Parent may direct) no later than six months following the Trigger Event, payable in cash or, at Timberline’s discretion, up to one-half (Two Million Five Hundred Thousand United States Dollars (U.S.$2,500,000)) in shares of common stock of Timberline Parent. The remaining Five Million United States Dollars (U.S.$5,000,000) of the Contingent Payment shall be due and payable to Gunpoint Parent (or as Gunpoint Parent may direct) no later than twelve months following the Trigger Event, payable in cash or, at Timberline’s discretion, up to one-half (Two Million Five Hundred Thousand United States Dollars (U.S.$2,500,000)) in shares of common stock of Timberline Parent. The issuance of shares of common stock of Timberline Parent will be subject to any applicable requirements of the TSX Venture Exchange. As used herein, “Trading Day” shall include any day during which the London Bullion Market Association is open for business and provides a London PM Fix for gold. In relation to any issuance of shares of common stock of Timberline Parent pursuant to any Contingent Payment, Gunpoint Parent and/or the entity to which such shares of common stock are being issued will deliver prior to the issuance of such shares of common stock a certificate regarding certain representations, warranties and covenants for purposes of issuing such shares of common stock pursuant to applicable securities laws at the time of such issuance. For any shares of common stock of Timberline Parent issued as part of the Contingent Payment, the deemed value of such shares shall be greater of (a) the Closing Price for such shares of common stock on the Option Exercise Closing and (b) the “Discounted Market Price” (as defined by the TSX Venture Exchange) per such share of common stock on the date prior to the dissemination of...