Contingent Purchase Price. On the Final Settlement Date, the Buyer shall pay the Lessee Representative, on behalf of the Lessees, in accordance with the Waterfall, the Contingent Purchase Price. In the event the Buyer does not have sufficient Available Funds to pay the Contingent Purchase Price solely as a result of (i) Marketing Services Provider’s failure to timely pay to the Buyer the Device Net Sale Proceeds in accordance with the Support Services Agreement or in respect of Marketing Services Provider’s collection of Device Net Sale Proceeds occurring after the Final Settlement Date and/or (ii) Forward Purchaser’s failure to timely pay to the Buyer all amounts due and owing under the Forward Purchase Agreement (the “Insufficient Amount”), the Lessees hereby agree that the Contingent Purchase Price shall be reduced by the Insufficient Amount (so long as the Contingent Purchase Price shall not be less than zero after giving effect to such reduction) and the Buyer shall transfer any claim it has to the Insufficient Amount to the Lessee Representative and agrees to cooperate with Lessee Representative in connection with pursuing any claim for the Insufficient Amount as reasonably requested by Lessee Representative from time to time.
Contingent Purchase Price. As contingent consideration for the Shares, Purchaser will pay to Seller, as described below, a three-year cumulative earnout of up to an aggregate of $4,000,000 based on the achievement of specified targets (the “Targets”) of compounded annual growth rate in EBIT (“EBIT CAGR”) of Crosstex (calculated in accordance with Schedule 2.5.2(B)) as measured against the Baseline EBIT, but subject to the terms and conditions of this Section 2.5. The additional contingent consideration (the “Contingent Purchase Price”) shall be determined and payable as follows:
Contingent Purchase Price. (1) Tenant shall have the right to receive the Contingent Purchase Price by delivering the Conversion Notice to Company; provided that (i) the Tenant under the Lease at the Property shall have paid Percentage Rent on an annual basis for the prior calendar year, and (ii) at least one-half (1/2) of the increase in the Adjusted Net Operating Income from the Base Year to the Conversion year is attributable to an increase in Gross Operating Revenue (not including food and beverage operations and sale of merchandise), as reasonably determined by Company. The Contingent Purchase Price shall equal the Net Incremental Income Available for Contingent Purchase Price divided by the Conversion Date Capitalization Rate.
Contingent Purchase Price. In addition to the Initial Purchase Price, the Buyer shall make the contingent purchase price payments (each, a "Contingent Payment") to the Company specified in this Section 1.3 in the amounts and at the times set forth below subject in each case to the achievement of the performance criteria set forth below. Seventy percent (70%) of each Contingent Payment shall be payable to the Company in cash and thirty percent (30%) (the "Contingent Stock Consideration") of each Contingent Payment shall be payable to the Company in shares of Common Stock. The number of shares of Common Stock (the "Contingent Shares") to be delivered at the time a Contingent Payment is due (each, a "Contingent Payment Closing Date") shall be calculated by dividing the Contingent Stock Consideration then due by the weighted average trading price of the Common Stock for the thirty (30) trading days immediately prior to (but not including) the Contingent Payment Closing Date (each, a "Contingent Payment Average Trading Price"); provided, however, that in the event the foregoing calculation results in any fractional share of Common Stock being payable to the Company hereunder, the Buyer shall pay to the Company cash in lieu of such fractional share in an amount equal to such fractional share multiplied by the respective Contingent Payment Average Trading Price. Cash due at the Closing to the Company pursuant to this Section 1.3 shall be payable by wire transfer to an account specified in writing to the Buyer not less than two (2) days prior to the applicable Contingent Payment Closing Date and stock certificates representing the Contingent Shares shall be delivered to the Company on the applicable Contingent Payment Closing Date or as soon thereafter as practicable. A sample calculation made in accordance with this Section 1.3 is set forth in EXHIBIT 1.3.
Contingent Purchase Price. Seller and Buyer agree that the true value of the Property is contingent on the lease value of the Real Estate. As such, a portion of the purchase price for the Property that is in addition to the Purchase Price (the "CONTINGENT AMOUNT"), calculated in the manner described below in this Section 11.6, is contingent upon leasing all or a portion of the Real Estate described on Exhibit 9B noted as "Retail L" and "Retail __ " (7,392 sq. ft) (collectively the "UNLEASED PARCEL") to a third party tenant or tenants on behalf of Buyer. From the Effective Date through and including the date that is the twenty-four (24) month anniversary of the Closing Date (the "LEASING PERIOD"), subject to the terms and conditions set forth in this Section 11.6, Seller shall have the right to lease the Unleased Parcel to a third party tenant(s). During the Leasing Period, (i) Buyer shall not lease the Unleased Parcel other than in accordance with this Section 11.6 without Seller's consent (except as set forth in the last sentence of this Section 11.6(A)); (ii) Buyer shall cause all referrals with respect to the leasing of the Unleased Parcel to be directed to Seller; and (iii) Buyer shall reasonably cooperate with Seller in Seller's efforts to lease the Unleased Parcel in accordance with this Section 11.6. Notwithstanding anything to the contrary in this Section 11.6(A), Buyer may, on its own behalf, procure a tenant and enter into a lease for the Unleased Parcel, provided that (1) Seller shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed in light of the leasing criteria contain in this Section 11.6, and (2) Buyer shall pay to Seller the Contingent Amount as if such lease had been procured by Seller.
Contingent Purchase Price. Platform Holdco shall, and XXXX shall cause Platform Holdco to, pay to the Retaining Holders Representative an amount up to One Hundred Million Dollars ($100,000,000.00), in cash or, provided such shares are then listed on the New York Stock Exchange or equivalent public trading market, XXXX Ordinary Shares in the sole discretion of XXXX, when and as determined by this Section 3.3 (as so determined, the “Contingent Purchase Price”). The determination of the amount of the Contingent Purchase Price payable, if any, shall be contingent on the performance of the consolidated operations of the Company and its Subsidiaries for the seven (7) year period commencing on the Closing Date (“Contingent Purchase Price Term”). The amount of the Contingent Purchase Price shall be determined in accordance with Appendix II. To the extent any portion of the Contingent Purchase Price is paid in equity securities of XXXX and any equity securities of XXXX are then publicly traded, XXXX agrees to file a resale registration statement under the Securities Act registering the sale of such equity securities by the recipients thereof as promptly as practicable following issuance thereof and shall keep such registration statement effective until all securities registered thereunder have been sold or may be sold without the effectiveness of such registration statement (whichever is earlier); provided that, notwithstanding the foregoing, XXXX may suspend the effectiveness of such registration statement and the use of any prospectus (or prospectus supplement) included therein in the event, and for such period of time as (1) such a suspension is required by the rules and regulations of the SEC as applied to XXXX, (2) such prospectus supplement ceases to meet the requirements of Section 10 of the Securities Act or (3) in the good faith determination by XXXX’x board of directors, offers and sales pursuant to such registration statement should not be made by reason of the existence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in such registration statement would be premature and would have an adverse effect on XXXX. For purposes of calculating the value of each equity security of XXXX used to pay any portion of the Contingent Purchase Price, the value shall be equal to the XXXX Value Per Share as of the date of payment of the Contingent Purchase Price. Within 60 days of the expiration of the Contingent Purchase Price Term, ...
Contingent Purchase Price. As and when payments of principal and interest are made to AWC under those certain promissory notes (the "Brazilian Notes") due from the relevant customer in Brazil, UNOVA would cause such amounts to be promptly paid to Amtech. The amount of such payments, if, when and to the extent received by AWC, is referred to as the "Contingent Purchase Price." In the event that payments under the Brazilian Notes are not being made to AWC, at the option of Amtech, AWC would assign the Brazilian Notes to Amtech.
Contingent Purchase Price. The Contingent Purchase Price shall ------------------------- equal the sum of (i) the number of Prescription Fillings included in Actual Volume attributable to the traditional mail order business divided by 216,267 and multiplied by $5,000,000, up to a maximum of $5,000,000, such maximum to include any Acceleration Payment made in respect of Acceleration Contracts (1) or (2) below, (ii) the number of Prescription Fillings included in Actual Volume attributable to the specialty mail order business divided by 60,000 and multiplied by $700,000, up to a maximum of $700,000, such maximum to include any Acceleration Payments made in respect of Acceleration Contracts (4), (5) or (6) below, and (iii) the number of Prescription Fillings included in Actual Volume attributable to the retail pharmacy business divided by 602,972 and multiplied by $2,700,000, up to a maximum of $2,700,000, such maximum to include any Acceleration Payment made in respect of Acceleration Contract (3) below.
Contingent Purchase Price. The Buyer will pay the Selling Shareholders additional consideration for the Company Stock (the "Contingent Purchase Price") as follows:
Contingent Purchase Price. If Buyer does not agree with the objection of the Selling Shareholders, Buyer shall, within 15 calendar days after receipt of such objection, notify the Selling Shareholders in writing of such fact.
