Contingent Merger Consideration. 5 2.4 Exchange of Certificates and Payment of Cash................... 8
Contingent Merger Consideration. As soon as possible, and in any event within 120 days after December 31, 1999, Lithia shall cause its auditors to prepare a balance sheet and income statement for the Company as of December 31, 1999 and for the year then ended and shall calculate the Adjusted Net Worth, Net Adjusted Pretax Income and Contingent Merger Consideration on the basis thereof. Lithia shall deliver such financial statements and calculations to the Shareholders. The Shareholders' opportunity to object, the effect of failure to do so and the resolution of any dispute shall be determined in the manner provided in Section 2.5.1 above for determining the Initial Merger Consideration.
Contingent Merger Consideration. (a) For purposes of this Agreement, but subject to the provisions of subsections (i), (ii), and (iii) below, the "Contingent Merger Consideration" ------------------------------- shall mean an amount up to $7,500,000.
Contingent Merger Consideration. In addition to the Merger Consideration, if the Hospital JV is formed and becomes operational on or before May 15, 1997, the OSMC Stockholders shall be entitled to receive the Additional Merger Consideration. The Contingent Merger Consideration shall be payable in the same percentages of SCN Shares, Cash Consideration (plus Warrants, if applicable) and Debentures as the OSMC Stockholders shall have elected pursuant to Section 2(d)(v) above. The parties shall, at Closing, execute and deliver an escrow agreement (the "Escrow Agreement") pursuant to which Xxxx X. Good, Esq. shall be appointed as escrow agent (the "Escrow Agent"), and SCN shall deliver to the Escrow Agent a combination of SCN Shares, Cash Consideration (plus Warrants, if applicable) and/or Debentures equal to, in the aggregate, the Parties' best estimate, determined as of the Closing Date, of the Contingent Merger Consideration. For this purpose, the number of SCN Shares shall be determined based on the Average SCN Price. On the date which a definitive agreement for the Hospital JV (the "Escrow Release Date") is executed and delivered, the amount of Contingent Merger Consideration shall be determined by the parties based on the definitive agreement for the Hospital JV. On the Escrow Release Date, the Escrow Agent shall deliver to the OSMC Stockholders the escrowed consideration (with SCN Shares being valued at the price set forth in the second preceding sentence) up to, but not in excess of, the Contingent Merger Consideration, with any remaining escrowed consideration being returned to SCN, all pursuant to the Escrow Agreement.
Contingent Merger Consideration. As additional consideration for the Merger and subject to the conditions set forth in this Section 1.9, Section 1.11 (Dissenting Shares), Section 4.11(g) (Tax Withholding) and Section 8.6 (Right of Set-Off), Parent shall make the following additional payments (collectively, the “Contingent Merger Consideration” and, together with the Initial Merger Consideration, the “Merger Consideration”) to the Payment Agent for distribution to those Stockholders who are not otherwise Dissenting Stockholders:
Contingent Merger Consideration. 2 DOJ. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Contingent Merger Consideration. In addition to the Closing Merger Consideration, Contingent Merger Consideration shall be earned and payable to the Participating Securityholders in accordance with the terms set forth in this Section 3.8.
Contingent Merger Consideration. As additional consideration for the Merger and subject to the conditions set forth in this Section 1.9, Section 1.13 (Dissenting Shares) and Section 8.6 (Right of Off-Set), Parent shall make additional payments as set forth in this Section 1.9 (the "Contingent Merger Consideration") to the Payment Agent for distribution to those Stockholders who are not otherwise Dissenting Stockholders an amount equal to (A) the product of the Net Product Revenues for the period beginning on July 5, 2004 and ending on December 31, 2005 (the "Contingent Period") multiplied by four (4), less (B) Forty Million Dollars ($40,000,000); provided however, that the aggregate Merger Consideration shall not exceed Two Hundred Fifty Million Dollars ($250,000,000).
Contingent Merger Consideration. (a) On April 1, 1999, WORK will pay to the Stockholders, pro rata in accordance with their respective Pro Rata Shares, cash in an amount equal to seven times the amount by which the Earn-out EBIT for the twelve-month period ended December 31, 1998 exceeds $1,139,006.
Contingent Merger Consideration. (a) For purposes of this Agreement, but subject to the provisions of subsections (i), (ii), and (iii) below, the "Contingent Merger Consideration" ------------------------------- shall mean the sum of the First Year Earn Out Amount and the Second Year Earn Out Amount, provided however that in no event shall the Contingent Merger Consideration exceed $30,000,000 (the "Maximum Earn Out Amount"). -----------------------
